FSI Network
of Brokers

As a condition precedent to becoming an FSI Holding Corp. (“FSI”) broker to enroll persons into the Debt Shield, Inc. (“DSI”) debt settlement program or FSI Tax Corp. (“FSI Tax”) IRS tax resolution program, the applying person or entity (the “Broker”) must agree to all terms and conditions as described below in this FSI Network of Brokers Agreement (“Agreement”)

1. DEFINITIONS:
   1. “Representative” as used herein refers to an authorized: officer, director, board member, or shareholder of Company.
   2. “Company” as used herein collectively refers to FSI, DSI and FSI Tax.
   3. “Earned Compensation” as used herein refers to the remuneration Broker receives as consideration for fulfilling the following:
      1. conducting certain preliminary prequalification analysis (as deemed necessary by Company); and
      2. facilitating a “warm transfer” to Company via a telephone conference or by logging the relevant information online; and
      3. performing other light clerical work, as determined necessary and agreed to by the Parties, in order to stamp the unique Broker identification number on the Qualified Lead for a Representative to track.
   4. “Party” or “Parties” as used herein refers to Broker and/or Company.
   5. “Program” as used hereinafter collectively refers to the DSI debt settlement and/or the FSI Tax IRS tax resolution program.
   6. “Qualified Lead” as used herein refers to a consumer(s) who has a prior or existing relationship with Broker, is then preliminarily pre-qualified through a short list of Broker questions within the Program parameters and after such, is then connected exclusively to Company for a continued consultation regarding possible enrollment in Program.
   7. “Qualified Client” as used herein refers to a Qualified Lead(s) that Company approves for its Program and that subsequently enrolls in the respective Program and, in with regard to the DSI program makes 1 full month’s payment of the contracted set-aside fee amount, which amount clears the banking system or, with regard to the FSI Tax program, makes the respective activation/retainer fee payment to FSI Tax, which amount clears the banking system.
2. RECITALS OF FACT:
   

   Company is seeking the submission of Qualified Leads for its Program and Broker, in its normal course of business, occasionally comes across a consumer who might be a Qualified Lead and eventual Qualified Client.

3. EARNED COMPENSATION & PAYMENT THEROF:
   1. Upon the satisfaction of the Earned Compensation requirements and after a Qualified Lead becomes a Qualified Client, Broker shall earn $200. Additionally, if Broker has ten (10) or more Qualified Leads in any one calendar month who become Qualified Clients in that same month, Broker shall earn a $500 bonus.
   2. Earned Compensation will be paid via check, which will be sent out via first class mail or by other approved electronic means on or before the 15th of each month following the month in which it was earned. Company reserves the right to not pay Earned Compensation if it, in its sole discretion, discovers or reasonably believes that Broker used fraud, misrepresentation, bad faith or otherwise violated a material term or provision of this Agreement in developing or delivering a Qualified Client.
4. COVENANTS AND WARRANTIES:

Broker hereby represents and warrants Broker will use reasonable care and due diligence and takes full responsibility to ensure Broker acts within the Program parameters and the terms and conditions of this Agreement, and agrees to adhere to the following:

1. Broker has full authority to enter into this Agreement;
2. Broker has a prior or existing or ongoing relationship with any potential Qualified Lead Broker submits to Company;
3. Broker will not use additional, supplemental or any alternative methods to market consumers or generate leads for Program;
4. Broker will not transfer any lead or hold a lead out as a Qualified Lead to Company unless Broker is given permission to do so by the Qualified Lead;
5. Broker will conduct all necessary work in order to meet the compensation condition for enrolling a consumer as a Qualified Lead and potential Qualified Client;
6. Broker is in compliance with all relevant laws, including federal, state or local rules of professional conduct.  Broker further agrees to operate at all times within all applicable laws, including but not limited to the Gramm-Leach-Bliley Act (privacy rights);  RESPA (mortgage related);  the FTC's Telemarketing Sales Rule and similar state and local laws regarding unfair or deceptive trade or sales practices;  and/or any other state or federal laws concerning real estate, lending, brokers, attorneys and accountants (if applicable);
7. Other than assuring the consumer is a Qualified Lead and making general Company authorized statements to such Qualified Lead about the Program, , Broker will not hold itself out to any person or entity, either privately or publicly, as an authorized representative of Company; or that Broker has the right or authority to enter into an agreement or make public comment on behalf of Company; and
8. Other than as expressly authorized, Broker will refer all questions of Qualified Leads or Qualified Clients to Company for consultation.
9. BROKER HAS READ, UNDERSTANDS AND AGREES TO WORK WITHIN THE FSI NETWORK OF BROKERS ACKNOWLEDGMENT AND AFFIRMATIONS, WHICH IS HEREBY INCORPORATED BY REFERENCE, AND CAN BE FOUND AT THE BROKER WEBSITE.
5. CONFIDENTIALITY, NON-SOLICITATION, NON-COMPETE AND NON-CIRCUMVENTION:

Parties shall treat the terms of Agreement as Confidential; however, each Party may send out a press release indicating the existence of a relationship between the Parties. Further, once a Qualified Lead is transferred to Company, unless agreed to in writing by a Representative, Broker may not market any debt settlement or tax resolution services or products to the Qualified Lead, nor can Broker sell or otherwise provide the Qualified Lead's information to any other person or entity. Broker understands and agrees that Company holds an intellectual property interest in all software, documents, website materials, trade secrets, debt settlement and tax resolution know how, processes, etc. used in connection with the FSI Network of Brokers Program. Broker may not use, disclose, keep or in any other way benefit from such information, software, or know-how obtained as a result of such relationship developed under or relating to this Agreement. During this Agreement and for a period of six (6) months following any termination of this Agreement, Broker will in no way solicit any current or prior employee, client, vendor, consultant, contractor, officer, competitor or affiliate of Company, known to Broker or which Broker should have reason to know with a reasonable investigation. Further, understanding that Company deals with consumers in the national marketplace, Broker shall not directly or indirectly compete or aid another person or entity to compete with Company for a period of five (5) years following termination of this Agreement.

6. DISCLAIMER & LIMITATION OF LIABILITY:
   1. Company makes no express or implied warranties or representations with respect to the Program or Broker’s earning potential. Broker uses its own independent judgment for determining if this Program and Agreement terms are in compliance with Broker's industry guidelines, restive covenants, company policies, regulations and state or federal laws. Company makes no express or implied warranties or representations with respect to Program or its effectiveness for any or all Qualified Lead or Qualified Client.
   2. Company will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data, arising in connection with this Agreement. Company’s aggregate liability arising with respect to Agreement or relationship will not exceed the Earned Compensation then owed.
7. INDEMNIFICATION:

   Broker shall defend, indemnify and hold harmless Company and its officers, directors, employees, agents and affiliates (“Indemnitee”) against any third party claim related to this Agreement or actions or performance of Broker hereunder or related hereto (the “Claim”). Broker shall pay any award against Indemnitee and any costs and attorneys’ fees reasonably incurred by Indemnitee resulting from any such Claim provided that Indemnitee gives Broker notice of said Claim. Broker shall not settle the Claim without Indemnitee’s prior written consent (which will not be unreasonably withheld). Indemnitee (at its own cost) may participate in the defense and settlement of any Claim.

8. MANDATORY ARBITRATION:

   Any claim or dispute by either Party against the other, or against the employees, agents or assigns of the other, arising from or relating in any way to this agreement (whether under a statute, in contract, tort, or otherwise and whether for money damages, penalties or declaratory or equitable relief), including claims regarding the applicability or validity of this arbitration agreement or the validity of any portion of or the entire Agreement, shall be resolved through binding arbitration by the American Arbitration Association ("AAA"), under their Rules & Procedures then in effect. Further, both Parties agree that no claim submitted to arbitration shall be heard by a jury. This arbitration agreement applies to all claims now in existence or that may arise in the future and shall survive the termination of the Parties’ relationship. If any part of this arbitration agreement is found to be invalid or unenforceable under any applicable law, the remainder of this arbitration agreement shall be enforceable without regard to such invalidity or unenforceability.

9. GENERAL PROVISIONS:
   1. Independent Contractor:
      Company and Broker are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. Broker has no authority to make or accept any offers or representations on Company’s behalf and will not hold self out as being able to do such. Broker will not make any statement, whether verbal or otherwise, that would contradict anything in this Agreement or which would otherwise disparage Company in any way. Broker is responsible for reporting and paying federal, state, local and unemployment taxes on income received from Company.
   2. Modification or Waiver:
      This Agreement may be modified at any time at the sole discretion of Company by posting changes on this website or otherwise giving notice to Broker. These modifications may include, but are not limited to, changes in payouts, payment procedures, enrollment procedures Program parameters and the definitions provided above. If any modification is not acceptable to Broker, the sole recourse will be to terminate this Agreement. Continued participation in the program after the posting of the modification will constitute constructive and binding acceptance of the Modification. Company’s failure to insist on strict performance of any provision of this Agreement will not constitute a waiver of Company's right to enforce any provision of the Agreement and one waiver does not constitute a future or continuing waiver. Broker does not have any right to modify this Agreement unless the same is agreed to in writing and signed by a Representative.
   3. Assignment:
      Broker may not assign this Agreement without first receiving prior written consent from a Representative. Company may assign this Agreement upon seven (7) days notice to Broker.
   4. Termination:
      This Agreement and any relationship between the Parties may terminate at any time, with or without cause, by giving the other Party written notice. Upon termination, Broker shall still be entitled to any Earned Compensation earned from a Qualified Lead identified prior to termination that later becomes a Qualified Client.
   5. Governing Law:
      Any dispute arising out of or related to this Agreement and its interpretation shall be governed under and construed according to the laws of the State of Maryland, without reference to the rules governing choice of laws. Any action pursuant to section VIII. (above), or otherwise, shall only be brought and/or conducted within Howard County, Maryland.
   6. Full Agreement:
      This Agreement represents the full and final integration between Parties.