You, an Independent Sales Representative (“ISR”) for Care Ultima,

(Independent Sales Representative) (Marketer)

certifies that it has reviewed the information contained in this document and that it fully understands its responsibilities as

they relate to marketing the New Benefits Discount Benefit Program (“Program”).

ISR expressly acknowledges it must:

(A) Work within the parameters of the Program as set forth by New Benefits (“NB”) and/or Care Ultima. It is ISR’s

responsibility to obtain the appropriate training information from New Benefits and/or Care Ultima for each applicable benefit included

in the Program. ISR agrees to represent the Program accurately and in conformity with NB’s existing practices,

procedures and requirements.

(B) Obtain prior written approval from CU 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 Care Ultima or

any vendor under contract with CU. Further, ISR shall use only the exact marketing, enrollment, and fulfillment

verbiage approved by NB when describing or making reference to the Program. To obtain CU's approval,

marketing/sales verbiage must be submitted to  CU 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 NB 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 sold.

(C) Link any web site created for the purpose of marketing the Program exclusively to the links provided by  CU in order

for benefit descriptions and vendor information to remain up to date.

(D) Provide CU 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  CU  and return it to CU prior to marketing or other activities.

Additionally, CU reserves the right to refuse to contract with any new ISR or client of ISR brought to CU by ISR.

(F) In the event ISR intends to conduct inbound and/or outbound telephone sales of the Program, ISR

must execute a Telemarketing Addendum prior to selling. Should ISR contract with NewISR to

conduct inbound and/or outbound telephone sales of the Program, NewISR must execute a

Telemarketing Addendum prior to selling.

(G) Submit to CU any and all telephone numbers used for inbound and/or outbound telemarketing of the Program

and/or any web site address(es), prior to launch, containing benefit descriptions and/or vendor information for any

CU product or service. CU reserves the right at its sole discretion to monitor any and all such telephone numbers

and web sites for the purpose of ensuring compliance as related to the Program.

(H) ISR agrees the Program will be sold at a price determined by CU and agreed upon by Marketer.

(I) Submit a completed Group Information Form to CU for each new group prior to the initial enrollment date.

(J) Send to CU 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 CU for processing is in good

condition, correct, complete, and in proper format as set forth by CU. CU 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.

(K) Secure and maintain all licenses, registrations and permits required by any local, state, federal, or governmental

authority to market the Program. ISR shall notify NB in writing within five (5) business days of receiving

notification and/or the commencement of any material action, suit or proceeding, and of 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 effects NB, including, but not limited to Cease and Desist letters and/or Subpoenas from any

regulatory body.

Confidential – Marketing Representative Acknowledgement Page 2 of 3

Rev. 12.12.2012

(L) Indemnify, defend and hold CU 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 CU’s 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.

(M) No terms or provisions of this Agreement are intended to create nor shall they be deemed or construed to create

any relationship between CU and ISR other than that of independent entities contracting with each other hereunder

solely for the purpose of effecting the terms and provisions of this Agreement. 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 CU’ products and services. ISR is not authorized to represent CU for any purpose, except as

specifically provided in this Agreement, without the prior written consent of CU. 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 CU

unless previously agreed to in writing by CU.

(N) This Agreement may be terminated at any time as follows:

a. Without cause by either party upon thirty (30) days written notice to the other party. In the event this

Agreement is terminated by CU without cause, existing business will continue to be serviced

as long as membership fees are paid to CU. Renewals will continue to be serviced if mutually

agreed upon in writing by both parties.

b. With cause by CU upon five (5) days notice in the event of any default or breach by ISR of the terms of this

Agreement. In the event of breach by ISR of any covenants of this Agreement or any of the terms hereof,

ISR shall forfeit all rights to any compensation that might otherwise be due hereunder.

c. Termination of this Agreement does not relieve ISR of the obligation to pay all monies due.

Further, ISR acknowledges:

(A) The Program cannot be sold as a multiple year membership without prior written consent from CU. 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 CU.

(C) Illegal marketing of the Program, including but not limited to unlawful telemarketing practices and unsolicited fax

transmittal activities as 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.

(D) CU does not practice medicine or any other profession. Further, CU 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.

(E) CU 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.

(F) 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 Care Ultima, for services received by such

member. CU is not responsible or accountable for providing funds to pay for such services.

(G) ISR will utilize the following marketing methods and will notify CU of any change to ISR’s marketing plan (please

check all that apply):

Field Sales

Worksite Marketing

Internet Marketing

Telephone Sales

Direct Marketing

Website

Confidential – Marketing Representative Acknowledgement Page 3 of 3

Rev. 12.12.2012

In the event both parties do not sign this Acknowledgement on or before the last day of       , 2014, it

will be deemed null and void.

UNLESS OTHERWISE SPECIFIED HEREIN, THIS AGREEMENT SHALL BE EFFECTIVE UPON THE

DATE EXECUTED BY AN AUTHORIZED REPRESENTATIVE OF NEW BENEFITS, LTD.

ISR certifies that it fully understands CU’s 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 CU 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.

ISR Printed Name:

Address: Phone:

Email:

Signature: Date:

I, certify I have provided the attached information to the above ISR and I have received signed

(Marketer)

Confirmation from the ISR indicating they understand NB’s practices, procedures and requirements as set forth herein. In the event it

is established the above named ISR has misrepresented the Program, I will, at the request of CU, immediately terminate the ISR’s

authority to market the Program.

When you accept the Marketing Agreement Acknowledgement by becoming an affiliate/marketer/influencer for Care Ultima, you agree to this entire document and all that it pertains to it.

By becoming a Care Ultima affiliate/marketer/influencer, we accept you joining as your electronic signature for this agreement.

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