Real Estate Agent Representative Authorization

REAL ESTATE AGENT REPRESENTATIVE AUTHORIZATION

Article 1. General Provisions.

Section 1.01 Business Purpose. The purpose of this Authorization is to allow Representative to properly market and conduct sales of EquityLockTM Protection Agreements including but not limited to Home Price Protection^®, Job Loss Protection and Rent Protection from EquityLock Solutions.

Section 1.02 Term. This Authorization shall commence on the first date written above and shall continue until termination under Article 4 of this Authorization.

Section 1.03 Independent Status. The parties agree that Representative is not an employee of EquityLock Solutions, that Representative is an independent representative and that neither EquityLock Solutions nor Representative has the power to bind the other with respect to any matters not specifically authorized herein. Representative agrees that it is authorized to act as Representative for EquityLock Solutions only with respect to the marketing of EquityLockTM Protection Agreements and only in adherence with the terms of this Authorization.

Section 1.04 Non-Exclusive Authorization. This Authorization does not grant Representative any exclusivity with respect to any time period, geographic territory or demographic group for prospecting or referring prospective Buyers for EquityLockTM Protection Agreements, and nothing herein shall preclude EquityLock Solutions from entering into similar relationships with any other person or entity.

Article 2. Referral Marketing and Business Conduct.

Section 2.01 Marketing and Referrals. Representative undertakes to solicit potential Buyers of EquityLockTM Protection Agreements to EquityLock Solutions consistent with the terms of this Authorization, and is authorized to engage in marketing efforts for EquityLockTM Protection Agreements consistent with the terms of this Authorization and with marketing and business development practices that EquityLock Solutions may provide.

Section 2.02 Buyers. “Buyer” for purposes of this Authorization consists of such persons or entities who (a) actually enter into EquityLockTM Protection Agreements with EquityLock Solutions, and (b) make payments required under that EquityLockTM Protection Agreement.

Section 2.03 Cooperation in Documentation. With respect to each Buyer or prospective Buyer belonging to Representative, Representative will cooperate in executing and securing the execution of such documentation as is reasonably necessary or appropriate for the purchase of an EquityLockTM Protection Agreement by such Buyer.

Section 2.04 Adherence to Marketing and Business Development Practices. Representative agrees to adhere to any marketing and contracting practices related to the EquityLockTM Protection Agreements as EquityLock Solutions may provide Representative in writing. In addition to the provisions of any such written guidelines, Representative agrees not to (1) represent that the EquityLockTM Protection Agreements constitutes either an insurance contract or a security, or (2) represent that Representative is authorized to offer or approve any variation in the terms of the EquityLockTM Protection Agreements.

(a) Trade Secrets. Representative agrees and acknowledges that all information regarding EquityLock Solutions’ past, present or potential methods of business, including but not limited to employee lists, customer lists, computer software, and approved forms, constitute trade secrets of the EquityLock Solutions. Representative agrees not to use, at any time during the term of this Authorization, or any time thereafter, any information gained from EquityLock Solutions’ files or business practices to Representative’s personal advantage or to the advantage of any other person or business entity.

(b) Proprietary Information. Representative acknowledges that by reason of Representative’s relationship to EquityLock Solutions hereunder it may have access to certain information and materials concerning EquityLock Solutions’ business, plans, customers, technology, websites, software, designs, trade secrets and products that are confidential and of substantial value to EquityLock Solutions (“Proprietary Information”), which value would be impaired if such information were disclosed to third parties. Representative agrees that Representative shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such Proprietary Information revealed to Representative by EquityLock Solutions other than to fulfill its express obligations under this Authorization. Representative shall take every reasonable precaution to protect the confidentiality of such information. Upon request by Representative, EquityLock Solutions shall advise whether or not it considers any particular information or materials to be Proprietary Information. In the event of termination of this Authorization, there shall be no use or disclosure by Representative of any Proprietary Information of EquityLock Solutions, and Representative shall not develop or have developed any Products utilizing EquityLock Solutions’ Proprietary Information, copyrights, know-how or trade secrets, or that would compete with the Products.

Section 2.05 Conduct of Business.

(a) Representative shall conduct all of Representative’s business in Representative’s own name as an independent representative and, shall be solely responsible for all expenses, if any, incurred by Representative in the performance of this Authorization.
(b) Representative agrees that during the course of this Authorization Representative will not sell, represent, or promote any products competitive in nature with EquityLockTM Protection Agreements.
(c) Representative shall not enter into any understanding, agreement or scheme, express or implied, with any competitor of EquityLock Solutions with regard to prices, terms or conditions of sales, territories, or customers. Any exchange or discussion of information with a competitor, which violates any antitrust or competition laws or EquityLock Solutions’ confidentiality policies or competitive interests is prohibited and shall result in the immediate termination of this Authorization.
(d) EquityLock Solutions shall furnish to Representative, upon request and at Representative’s expense, reasonable quantities of catalogs, literature, or any other material necessary for the proper promotion and sale of EquityLockTM Protection Agreements.
(e) Representative represents and warrants that it shall represent to EquityLock Solutions customers only such facts about EquityLockTM Protection Agreements as EquityLock Solutions itself states in its written product descriptions, advertising, websites and promotional materials or as may be stated in other non-confidential, written material furnished by EquityLock Solutions.
(f) During the term of this Authorization, EquityLock Solutions hereby grants to Representative a nontransferable license to use its name, logo and trademarks solely for the purposes of promotion and advertising of EquityLockTM Protection Agreements. Nothing herein shall grant Representative any right, title or interest in EquityLock Solutions’ name, logo or trademarks. All representations of EquityLock Solutions’ name, logo and trademarks that Representative intends to use shall be exact copies of those used by EquityLock Solutions, shall be used in accordance with EquityLock Solutions’ Trademark Usage Guidelines that may be provided to Representative from time to time, or shall first be submitted to EquityLock Solutions for approval, which EquityLock Solutions may withhold in its sole discretion.
(g) Representative shall not use any promotional materials and/or Documentation, including but not limited to sales materials, coupons, brochures, web site support, banners, sales ads, EXPO Support, etc. in marketing EquityLockTM Protection Agreements unless the promotional materials and/or Documentation have been pre-approved in writing by EquityLock Solutions. Representative shall not conduct or carry out any press releases, news conferences, and/or other media and/or public relations activities relating to EquityLockTM Protection Authorizations without EquityLock Solutions’ advance written approval.
(h) Representative agrees that EquityLock Solutions has and will keep all copyright, trademark and other intellectual property rights in EquityLockTM Protection Agreements, the Documentation, and all portions and copies in any form. Representative agrees not to copy, reproduce, reverse engineer, disassemble, decompile, customize, translate, or alter EquityLock Solution’s websites or EquityLockTM Protection Agreements (except as may be specifically authorized in an Addendum), attempt to unlock or by-pass any access prevention device in the websites or EquityLockTM Protection Agreements, or have anyone else do so. Representative may not use EquityLock Solutions’ trademarks to market EquityLockTM Protection Agreements during the term of this Authorization without EquityLock Solutions’ advanced written approval. Representative agrees not to register any of EquityLock Solutions’ trademarks or use them as part of Representative’s company name. Representative will use best efforts to ensure that its employees and others with access to EquityLockTM Protection Agreements comply with this Authorization.
(i) Representative agrees that EquityLockTM Protection Agreements must be signed by designated officers of EquityLock Solutions in order to be fully executed. Representatives are not EquityLock Authorized Signatories and are not allowed to sign EquityLockTM Protection Agreements on behalf of EquityLock Solutions.

Article 3. Mutual Indemnification. Representative agrees to defend, indemnify and hold harmless EquityLock Solutions, its partners, affiliates, officers, directors, employees, representatives and contractors, from and against any and all liabilities, lawsuits, claims, damages, losses, fines, penalties, assessments, costs and expenses (including costs and expenses of defense, settlement and attorneys’ fees), which are incurred as a result of any act or omission of Representative or Representative’s employees, Representatives or contractors, whether or not associated with or arising out of performance of this Authorization or dealings with prospective or actual Buyers in relation to transactions with EquityLock Solutions. Equity Solutions agrees to defend, indemnify and hold harmless Representative, its partners, affiliates, officers, directors, employees, representatives and contractors, from and against any and all liabilities, lawsuits, claims, damages, losses, fines, penalties, assessments, costs and expenses (including costs and expenses of defense, settlement and attorneys’ fees), which are incurred as a result of any act or omission of EquityLock Solutions or its employees, Representatives or contractors, whether or not associated with or arising out of performance of this Authorization or dealings with prospective or actual Buyers in relation to transactions with EquityLock Solutions.

Article 4. Termination.

Section 4.01 Termination by Notice. Either party may terminate this Authorization by notifying the other of such termination by electronic mail or by facsimile transmission, with formal confirmation of termination to follow under Section 5.04. Termination under this section shall be effective immediately upon receipt of such notice (whether by electronic mail or facsimile), but in no event later than delivery of notice under Section

5.04.

Article 5. Miscellaneous Provisions.

Section 5.01 Entire Authorization. This Authorization constitutes the entire understanding and Authorization among the parties hereto with respect to the subject matter hereof, and there are no Authorizations, understandings, restrictions or warranties among the parties other than those explicitly set forth herein.

Section 5.02 Applicable Law. This Authorization shall be construed and enforced under the laws of the State of Colorado, without regard to its choice of law principles.

Section 5.03 Arbitration. Any disputes arising out of or relating to this Authorization or any relationship between Representative and EquityLock Solutions will be resolved exclusively through arbitration, regardless of whether the disputes involve claims of contract, tort or the statutory law of the United States or any individual state or other jurisdiction. Representative and EquityLock Solutions agree not to commence any litigation to resolve any such disputes, except as necessary to compel arbitration or to enforce a determination made by an arbitrator. Representative or EquityLock Solutions will begin the arbitration process by sending to the other a notice in which the dispute is identified and the arbitration provisions of this Section are invoked, with a copy of such notice sent to JAMS (or its successor) to conduct the arbitration under JAMS Streamlined Arbitration Rules & Procedures. The arbitrator will address only the claims of Representative and its Sub- Representatives and EquityLock Solutions, and not claims of any other persons or class of persons who may have claims against EquityLock Solutions or any of its employees, officers, directors or Representatives. Any arbitration hearings will be held exclusively within Denver County, Colorado, unless otherwise agreed in writing. Representative and EquityLock Solutions will each bear their own costs or fees that may be incurred in the arbitration, except that each will pay so much of the arbitrator’s actual costs or fees that the arbitrator may decide according to the relative merits of positions advanced in the arbitration. The arbitrator’s determination of the dispute will be final and binding.

Section 5.04 Notices.
(a) Except as may be otherwise specifically provided in this Authorization, all notices required or permitted hereunder shall be in writing and shall be deemed to be delivered when deposited in the United States mail, postage prepaid, certified or registered mail, return receipt requested, addressed to the parties at their respective addresses set forth below; provided, however, that either party may alter its address for purposes of notices under this section by providing the other party with notice of such change under this section.