Procard International
 93 South Jackson Street, #24150, Seattle, WA 98104-2818

Independent Contractor Statement

New Benefits Marketing Representative Acknowledgement

As an Independent Sales Representative ("ISR") for Procard International, I certify I have reviewed the information contained in this Marketing Representative Acknowledgement and fully understand my responsibilities as they relate to marketing the New Benefits Discount Benefit Program ("Program").

1) ISR expressly acknowledges it must:

(A) Work within the parameters of the Program as set forth by New Benefits and/or New Benefits’ vendors. It is ISR’s responsibility to obtain the appropriate training information from New Benefits for each applicable benefit included in the Program. ISR agrees to represent the Program accurately and in conformity with New Benefits’ existing practices, procedures and requirements.

(B) Obtain prior written approval from New Benefits for any and all printed literature, radio/television media, telemarketing scripts, press releases, web sites, enrollment materials, membership cards, or similar items as to their content, design, format, use of any trade names, use of any vendor name, trademark, or service mark of New Benefits or any vendor under contract with New Benefits. Further, ISR shall use only the exact marketing, enrollment, and fulfillment verbiage approved by New Benefits when describing or making reference to the Program. To obtain New Benefits’ approval, marketing/sales verbiage must be submitted to New Benefits electronically in Microsoft Word and marketing materials must be submitted in their final format electronically as a PDF file. ISR understands its failure to obtain written approval from New Benefits concerning any materials (printed, electronic or of any other kind or type whatsoever) referencing the Program will result in the immediate termination of their authority to market the Program as well as the deactivation of each membership ISR has sold.

(C) Link any web site created for the purpose of marketing the Program exclusively to the links provided by New Benefits in order for benefit descriptions and vendor information to remain up to date.

(D) Provide New Benefits the name of any client or group, along with the name of their program if private-labeled, to whom ISR markets the Program.

(E) In the event ISR contracts with independent sales representatives, affiliates or third-party marketing entities (hereinafter “NewISR”) to market the Program on behalf of ISR, NewISR shall be required to execute a Marketing Representative Acknowledgement provided by Procard International and return it to Procard International prior to marketing or other activities. Additionally, New Benefits reserves the right to refuse to contract with any new ISR or client of ISR brought to New Benefits by ISR.

(F) ISR agrees the Program will be sold at a price determined by New Benefits and agreed upon by Procard International.

(G) Agree not to bundle New Benefitsproducts and services with any insured, indemnity and/or any other type of reimbursement benefit without prior written consent from New Benefits.

(H) Submit a completed Group Information Form to New Benefits for each new group prior to the initial registration date.

(I) Send to New Benefits all new member information electronically or hardcopy in a mutually agreed upon format within ten (10) days of receipt. ISR agrees to use its best efforts to ensure all data supplied to New Benefits for processing is in good condition, correct, complete, and in proper format as set forth by New Benefits. New Benefits agrees all such member information is considered ISR’s confidential property and as such, said information shall not be utilized by New Benefits for any reason other than to provide the Program without ISR’s express written consent.

(J) Secure and maintain all licenses, registrations and permits required by any local, state, federal, or governmental authority to market the Program. ISR shall notify New Benefits in writing within five (5) business days of receiving notification and/or the commencement of any material action, suit or proceeding, and/or the issuance of any order, writ, injunction award or decree of any court, agency or other governmental instrumentality in which ISR is involved that materially affects New Benefits, including, but not limited to Cease and Desist letters and/or Subpoenas from any regulatory body.

(K) Indemnify, defend and hold New Benefits harmless from any and all loss, claims, demands, damages, suits, liabilities and any costs or expenses, including reasonable attorney’s fees, arising from or in any way connected with (i) ISR’s failure to market the Program in conformity with New Benefits’ existing practices, procedures and requirements or (ii) any misrepresentation on ISR’s part which is false, misleading or containing any material misstatement of fact or omitting any material fact required to be stated to make the statements therein not misleading.

(L) No terms or provisions of this Acknowledgement are intended to create nor shall they be deemed or construed to create any relationship between New Benefits and ISR other than that of independent entities contracting with each other hereunder solely for the purpose of affecting the terms and provisions of this Acknowledgement. The parties hereto are not and shall not be deemed for any purpose to be joint ventures, partners, or agents of each other. ISR agrees to adhere to all applicable laws, rules, and/or regulations, including, but not limited to, those pertaining to the solicitation and marketing of New Benefits’ products and services. ISR is not authorized to represent New Benefits for any purpose, except as specifically provided in this Acknowledgement, without the prior written consent of New Benefits. Further, ISR is not authorized to make, alter, or discharge contracts, extend the time or method of payment, or waive or retain any money due New Benefits unless previously agreed to in writing by New Benefits.

(M) This Acknowledgement may be terminated at any time as follows:
(1) Automatically, without notice, by New Benefits should ISR fail to generate new or renewal memberships for twelve (12) consecutive months.
(2) Automatically, without notice, by New Benefits in the event the Procard International’s Agreement with New Benefits is terminated by either Procard International or New Benefits for any reason. Existing business may continue to be serviced as long as membership fees are paid to New Benefits when due.
(3) Without cause by either party upon thirty (30) days written notice to the other party. In the event this Acknowledgement is terminated by New Benefits without cause, existing business may continue to be serviced as long as membership fees are paid to New Benefits when due. Renewals will continue to be serviced if mutually agreed upon in writing by both parties.
(4) With cause by New Benefits upon five (5) days notice in the event of any default or breach by ISR of the terms of this Acknowledgement. In the event of breach by ISR of any covenants of this Acknowledgement or any of the terms hereof, ISR shall forfeit all rights to any compensation that might otherwise be due hereunder.

(N) Termination of this Acknowledgement does not relieve ISR of the obligation to pay all monies due.

(O) Neither this Acknowledgement nor any of the benefits to accrue hereunder shall be assigned or transferred, either in whole or in part by ISR, without the prior written consent of New Benefits. Subject to this Section, this Acknowledgement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns.

(P) Neither this Acknowledgement nor any of the benefits to accrue hereunder shall be assigned or transferred, either in whole or in part by ISR, without the prior written consent of New Benefits. Subject to this Section, this Acknowledgement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns.

Further, ISR acknowledges:

(A) The Program cannot be sold as a multiple year membership without prior written consent from New Benefits. Annual memberships may be purchased in one-year increments paid monthly or annually and are renewable in one-year increments for members in good standing.

(B) Multilevel marketing is not allowed without prior written agreement from New Benefits.

(C) Telemarketing, without express written permission of New Benefits, is prohibited.

(D) Illegal marketing of the Program, including but not limited to unlawful telemarketing practices and unsolicited fax transmittal activitiesas defined in the Telephone Consumer Protection Act (“TCPA”) under 47 U.S.C. section 227 (http://www.fcc.gov/cgb/consumerfacts/tcpa.html) as well as unsolicited bulk electronic mail as defined in the CAN-SPAM Act of 2003 (http://www.spamlaws.com/federal/108s877.html), is strictly prohibited.

(E) New Benefits does not practice medicine or any other profession. Further, New Benefits does not control the actions of their vendors and is not responsible in the event one or more of these vendors terminate, cease, or modify the service(s) and/or product(s) offered in the Program.

(F) New Benefits is not responsible for the care and treatment of members rendered by the participating professionals from the respective network in which they are associated; such care and treatment being the sole responsibility of the participating professionals from the respective network in which they are associated.

(G) Each member shall be solely financially responsible for paying the usual and customary fees of participating professionals, less applicable discounts established from time to time by New Benefits, for services received by such member. New Benefits is not responsible or accountable for providing funds to pay for such services.

(H) ISR may utilize the following marketing methods regarding the New Benefits Program: Field Sales, Worksite Marketing, Internet Marketing, Direct Marketing, or Online Sales.

UNLESS OTHERWISE SPECIFIED HEREIN, THIS ACKNOWLEDGEMENT SHALL BE EFFECTIVE UPON THE DATE EXECUTED BY AN AUTHORIZED REPRESENTATIVE OF NEW BENEFITS, LTD.

ISR certifies that it fully understands New Benefits’practices, procedures and requirements as set forth herein and will explain fully all of the provisions to ISR’s company or affiliated marketing representatives. ISR understands any misrepresentation brought to the attention of New Benefits will result in the immediate termination of ISR’s authority to market the Program as well as the deactivation of each membership ISR has sold.