THIS AGREEMENT is made, entered into and effective on _______ by and between Brokers’ Choice of America, Inc. a Colorado corporation with its principal offices located at 10700 East Geddes Avenue, Suite 125, Englewood, Colorado 80112, hereinafter referred to as Licensor and _____________________________________), whose principal offices are located at _________________________________, hereinafter referred to as Licensee.

WHEREAS, Licensor is in the business of marketing and selling life insurance, long-term care products, fixed annuities and other financial products; producing and hosting seminars, teleconferences, webinars, training sessions; providing marketing and training materials to, and otherwise assisting Licensee and others similarly situated in the development and growth of their businesses, and

WHEREAS, Licensor has considerable knowledge and experience relating to these areas, hereinafter referred to as Business, and

WHEREAS, Licensee desires to have the advantage of Licensor’s expertise, advice and counseling in this area, and to have the advantage of the use of Licensor’s Materials, as hereinafter defined, and

WHEREAS, Licensor and/or its wholly-owned subsidiaries, has created and owns books, flyers, brochures and other materials, as well as format, contents, property and other items, and has developed, produced and hereby makes available to Licensee seminars and workshops including, but not limited to College Funding Accelerator, Save On College Now, Plan On College, and associated material, videos, web based training, one on one training, resources, forms, print advertising, audio recordings, scripts, presentation, booklets, online portals, handouts including trademarks, specialized trade names and copyrights associated therewith, all of which are hereinafter referred to as Materials, that Licensee desires to use in the marketing and development of its business, with Licensor’s permission and then only pursuant to the terms and conditions stated herein.

As it relates to the use of:

CFA 2.0 Phase 1

1.) State Of The Art College Planning "Virtual Office In a Box

• Plugged In As An Official SOCN Partner​
• In-House Client Fulfillment Team​
• Client On-Boarding Automation​
• Appointment Automations​
• Live Appointment and Calendar Management VA​

2.) Pre-Booked, Qualified Appointments

3.) Proven College Funding Offer

4.) Proven Easy-To-Follow Sales Script

5.) 1-On-1 Coaching + Weekly Group Sales & Case Design Coaching

CFA 2.0 Phase 2

1.) On-Going Access To Our Marketing Team

2.) On-Going 1-on-1 coaching + Weekly Group Sales & Case Design Coaching

3.) On-Going Access To Our State Of The Art College Planning "Virtual Office In a Box

• Plugged In As An Official SOCN Partner​
• In-House Client Fulfillment Team​
• Client On-Boarding Automation​
• Appointment Automations​
• Live Appointment and Calendar Management VA​

4.) Proven College Funding Offer

5.) Proven Easy-To-Follow Sales Script

The Licensee has to use the designated Digital Marketing listed above and Designation entities as designated by Brokers’ Choice of America. The use of other companies is prohibited.

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, and the parties hereto intending to be legally bound, hereby agree as follows:

ARTICLE 1 GRANT OF LICENSE

Licensor hereby grants to Licensee a nonexclusive, non-transferable, revocable and

personal License, hereinafter referred to as a License, to use Licensor’s or any wholly owned subsidiary of Licensor’s Materials in the presentation of seminars, workshops, educational seminars, conferences or other similar types of classes or programs, hereinafter referred to as Programs, presented by Licensee, and Licensee hereby accepts such License from Licensor under the terms, provisions and conditions of this Agreement. It is specifically agreed and understood that this License is granted solely for the use and benefit of the Licensee, and is not transferable or assignable to any other person or entity of any nature whatsoever. Licensee agrees to use said Materials only in connection with the promotion, marketing and sale of products offered through, or provided by BCA.

ARTICLE 2 RELATIONSHIP OF PARTIES

It is expressly understood and agreed that Licensee is an independent contractor for any and all purposes whatsoever. Neither anything contained in this Agreement nor the consummation of the transactions contemplated herein shall be construed to create a partnership, association, joint venture, or any other type of relationship, such employer and employee, master and servant, principal and agent, between the parties, nor shall the parties’ officers, directors, or employees be considered agents, servants or employees of the other party for any purposes whatsoever.

ARTICLE 3 COMPENSATION

No fees shall apply to this Program License Agreement.

ARTICLE 4 TERMINATION

Either party may terminate this Agreement at any time by giving the other party at least thirty (30) days prior written notice of such termination. In the event of such termination, Licensee shall immediately return to Licensor all Program Materials, Documents, manuals and all other related items that were provided to the Licensee by Licensor as a part of the Program. Further, Licensee shall immediately cease and desist from using Licensor’s Program in any form or fashion including, but not limited to, its seminars/workshops/Materials, documentation, manuals and any other material provided by Licensor, as well as its copyrights, trademarks and service marks.

ARTICLE 5 ERRORS AND OMISSION INSURANCE

Licensee shall at all times while this Agreement is in force be covered by a minimum of one million dollars ($1,000,000) of errors and omissions insurance issued by no less than a Best’s “A” Rated insurance carrier. Licensee shall provide written evidence of such coverage to Licensor at the time of execution of this Agreement. Failure of the Licensee to have such coverage at any time during the term of this Agreement shall result in automatic termination of this Agreement without any notice required by Licensor to Licensee. Commissions and Charge Backs. Subject to any deductions or offsets for Charge Backs due BCA by Agent, BCA shall pay Agent the amount of any commissions due Agent within 30 days from the effective date of Agent’s termination. Following the termination of this agreement Agent shall continue to be liable to BCA for any Charge Backs for commissions earned by Agent but which have been charged back to BCA by the Insurer and which have not been previously deducted, setoff or otherwise recouped by BCA. BCA shall provide written notice to Agent of a Charge Back. Upon receipt of such notice Agent shall be liable for the full amount of any commission previously paid to Agent attributable to such Charge Back and the full amount of such commission shall be immediately due and payable by Agent to BCA.

ARTICLE 6 REQUIREMENTS

LICENSEE IS HEREBY REQUIRED TO:

1. Maintain a valid insurance license in any state in which Licensee will utilize the Program.

2. Only use Licensee’s name as the sponsors of any seminars/workshops given in conjunction with the Program as this Agreement and Licensor shall authorize and permit.

3. Read, agree to and sign Agent’s Code of Ethics attached hereto and incorporated herein, and conduct business only according to such code.

4. Write any and all business generated in any manner whatsoever, either directly or indirectly, as a result of the use of the Licensor’s Materials, through BCA and no other Field Marketing Organization whatsoever. If business is written with any insurance carrier other than through BCA carriers, Licensee agrees that BCA will be issued a check by Licensee for 30% of the commission amount generated from sale. BCA will monitor carrier appointments for Licensee through national database of insurance agents in order to verify appointments outside of BCA carriers.

ARTICLE 7

RELEASE AND INDEMNIFICATION

Licensee understands that, from time to time, he may promote, produce, direct and otherwise participate in seminars or other similar promotional or educational programs, either on behalf of himself, his agency, Licensor or a combination thereof. Licensee and Licensor agree that such participation is for the mutual benefit of the parties hereto, and Licensee shall have no right or recourse with respect to any compensation for such activity,

and hereby expressly waives same. In addition, should Licensee or any of his agents, servants, employees, officers or directors cause, either directly or indirectly, any type or kind of legal action, suit, injunction of any nature or kind whatsoever, to be brought against Licensor or any of its officers, directors, agents, servants, employees or subsidiaries, Licensee agrees to indemnify and hold harmless Licensor and other such enumerated people and entities from any loss of any nature whatsoever as a result of such legal action.

ARTICLE 8 PROHIBITIONS

Licensee is hereby prohibited from:

1. Transferring or sub-licensing the License to any other person or entity.

2. Allowing or permitting any other person or entity to use for any purpose any of the Program Materials, documents, manuals, copyrights, trademarks or any other such related items.

3. Making any material revisions, changes or amendments to the Program’s Materials, documents, manuals or any other such related items.

4. Engaging in and/or marketing, pay telephone investments, promissory notes, equipment leasing Programs, ATM investments, or the like.

5. Utilizing the Program to market, solicit or sell any type of investment products.

6. Making any claim to or using in any unauthorized manner any trademark, service mark, logo, or copyright of Licensor that is connected to or related to the Program.

7. Use unauthorized marketing methods.

ARTICLE 9

CONFIDENTIALITY

9.01 Information. Licensee hereby acknowledges that in respect to this Agreement, it may have access to and receive disclosure of certain confidential information about Licensor including, without limitation of the foregoing, information relating to organizational structure and the reasons therefore, marketing philosophy and objectives, competitive advantages and disadvantages, financial results, confidential marketing research and names and address files of all kinds and types, and proprietary and other such confidential information Licensee shall receive such information in confidence and shall not disclose same to any third party whatsoever, other than for the sole and only purposes of complying with the terms and provisions of this Agreement.

9.02 Materials. Licensee hereby agrees that it will not disclose to any third party or utilize for any purpose whatsoever any material of any nature, kind or type created, developed or produced by Licensor with respect to its business including, but not limited to, name and address files and/or the information contained thereon, for any purpose, by any person, Licensor or any other entity, other than for the sole and only purposes of complying with the terms and provisions of this Agreement. Upon termination of this Agreement, Licensee shall promptly transfer and deliver to Licensor all material of whatever nature furnished by Licensor in accordance with this Agreement including, but not limited to, all Program documents, Materials and files owned by Licensor and any work in progress as set forth herein, without retaining any copies of the information contained therein.

9.03 Scope. Licensee shall ensure that its employees, Licensees, contractors and subcontractors fully comply with all of the requirements set forth herein.

ARTICLE 10

TRADE SECRETS any person or entity of whatever nature, or use for its own purposes or account, any trade secrets of Licensor including, but not limited to, its business methods, operations and affairs, processes and systems, or sales and marketing results used in the operation of its business, whether now known or subsequently learned by Licensee, except as required to be disclosed to governmental regulators or pursuant to judicial or administrative process or subpoena. Notwithstanding the foregoing, nothing herein shall prohibit Licensee from using such information in respect to the License granted herein. Licensee shall ensure that its employees, agents, servants, independent contractors, contractors and subcontractors, and any of its sub-licensees fully comply with these requirements and agrees that it shall be fully reasonable for their performance hereunder.

10.02 Indemnity. Licensee hereby indemnifies and holds Licensor, and its officers, directors, managers, shareholders, members, licensees and representatives, harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) suffered or incurred by Licensor and arising from or relating to Licensee’s breach of any of its covenants and Agreements herein contained or any misuse or improper use of any Programs or Materials Licensed from Licensor by Licensee or any of its employees or sub-licensees.

10.03 Enhancements. Any enhancements or modifications to the Programs licensed hereunder by Licensee shall be deemed part of such Programs and shall belong to Licensor. Licensee hereby assigns to Licensor all of its rights, title and interest in and to any such enhancements or modifications.

ARTICLE 11 GOVERNING LAW AND VENUE

The parties hereto understand and agree that this Agreement shall be governed by the laws of the State of Colorado, both as to interpretation and performances; and any action at law, suit in equity, or other judicial proceeding for the enforcement of this Agreement by the parties hereto, and all suits for any and every breach of this Agreement, may only be instituted and maintained in any court of competent jurisdiction in the County of Arapahoe, State of Colorado.

ARTICLE 12 GENERAL PROVISIONS

12.1 Attorney’s Fees and Costs. If any act at law or in equity is necessary to enforce or interpret the terms or provisions of this Agreement, the prevailing party shall be entitled to reasonable attorney fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

12.02 Assignment. No assignment of this Agreement by Licensee shall be valid unless first authorized in writing by Licensors. All rights of any assignee under an assignment hereunder shall be subject to all of the terms, provisions and conditions of this Agreement.

12.03 Counterparts. This Agreement may be executed in duplicate (2) counterparts, each of which shall be deemed an original, or as one original with copies thereof, as the parties shall agree.

12.04 Sever-ability and Validity. In the event that any court of competent jurisdiction declares invalid any term or provision of this Agreement, such invalidity shall have no effect on the other terms and provisions hereof, which shall remain valid and binding and in full force and effect, and to that end the terms and provisions of this Agreement shall be considered severable.

12.05 Surviving Provisions. The provisions contained in this Agreement that by their sense and context are intended to survive the performance hereof by either or both parties shall so survive performance, cancellation or termination of this Agreement.

12.06 Entire Agreement. This instrument contains the entire Agreement between the parties regarding this specific subject matter, and no statements, promises or inducements made by either of the parties hereto, or the licensees of the parties, which are not contained in this written Agreement, shall be valid or binding. The parties further acknowledge that each has read and understands the whole of this Agreement and voluntarily executes it after having had all opportunities to seek such advice as each may have wish to receive.