To be an authorized affiliate of Improv Traffic School, you agree to abide by the terms and conditions contained in this agreement.

AFFILIATE VENDOR AGREEMENT
WHEREAS, Edutainment Company LLC; National Point and Insurance Reduction Course, it’s affiliates and/or its related companies (Company) have developed the following distinctive driver safety course which includes unique presentation formats (the Course): "Improv’s Aware Driver TM WHEREAS , Company operates under various trademarks, service marks and trade names and various other associated service marks, logos and commercial symbols (the Marks )

A. The Company is engaged in the business of operating online driving safety courses under the fictitious business name “Improv Traffic School” (the “Company”).

B. The Vendor desires to perform, and the Company desires to retain the Vendor to perform, certain services on behalf of the Company in connection with the Company.

NOW, THEREFORE, in consideration of their respective promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Retention as Independent Vendor. Subject to each of the terms, conditions and provisions of this Agreement, the Company hereby retains the Vendor to perform, and the Vendor hereby agrees to perform, those services set forth in Section 4 of this Agreement (the “Services”).

2.0 Term
2.1 Subject to the provisions for termination set forth below, this Agreement shall commence as of the Effective Date and continue for a period of one (1) year thereafter.

2.2 Either party may terminate this Agreement for cause immediately upon written notice to the other party. “Cause” shall mean any of the following events: (i) breach by either party of any of its obligations hereunder; (ii) misappropriation by either party of funds or property of the other party; (iii) any court injunction or judgment against either party relating to copyright or trademark infringement, or other unethical business practices; or (iv) the failure by either party to fulfill any of its obligations hereunder (v) vendor’s non-compliance with state or local requirements.

2.3 Early Termination – Either party may immediately terminate this Agreement at any time and for any reason by providing the other party with written notice; provided however that such early termination shall only be effective if the Vendor is not in default as of the date of the proposed termination and has paid to Company all sums owed to NPRIC, including, but not limited to, any unpaid License Fees or any other obligations incurred by Vendor

2.4 Automatic renewal – This Agreement will be automatically renewed for successive one (1) year terms unless either party shall advise the other party, by written notice not less than thirty (30) days prior to the end of the term, that such renewal is not desired.

Compensation.
3.1 As per schedule outlined in Exhibit A

3.2 The Vendor agrees and understands that it shall only be entitled to the monetary compensation for any fees earned until the date of the termination.

Services.
The Services shall include the following:
4.1.1 The Vendor shall refer online traffic safety education customers to the Company

4.1.2 The Company shall issue Banners with imbedded unique Vendor Code to the Vendor, and the Vendor will place these banners on Vendor’s websites to refer customers to Company’s course website. The same Vendor Code will serve for Tracking purposes in allocating the Vendor’s referral fees via designated tracking software. Vendor will have access to the tracking software to check on daily status.

4.1.3 The Company agrees that during the term hereof, its course materials will always comply with the rules and statutes, regulations, vehicle code, and/or policies of any governing body or agency related to offerings in this agreement. The Company will notify the Vendor of any official notification that the Company or any of its content, curriculum, materials or program are not in compliance with the rules & statutes, regulations, vehicle code, and/or policies of any governing body or agency related to this agreement.

4.1.4 The Company agrees to provide each Vendor referred student with fully functional course offerings, fulfilling all the requirements for such a course as required by the regulating body in the jurisdiction it is offered. The Company further agrees to provide each Vendor referred student with certificate fulfillment processing and handling upon successful completion of the course.

4.1.5 The Company shall provide web-based tracking functionality to the Vendor.

4.2 Services Not Required. The Services shall not include, and the Vendor shall not engage in (nor shall it have authority to engage in) on behalf of the Company, the following: Registration or payment processing; processing of phone calls from known registered customers of the Company; provision of technical support; or processing or mailing of completion certificates. The Company acknowledges the possibility of a registered customer inadvertently seeking assistance from the Vendor. In the event a registered customer of the Company should contact the Vendor, the Vendor agrees to make adequate efforts to identify customers of the Company, and upon identification, cease further assistance and refer the customer to the Company’s customer support telephone number.

4.3 Ownership of Student Information. The Company shall have exclusive rights to the information collected from the student during registration. Upon referring a student to the Company web site, the Vendor waives all rights and responsibilities to the student, except as defined in this Section. This Section shall not prohibit or restrict the Vendor’s ability to collect personal information, for the purpose of promotion. Vendor shall have the right to market to students prior to the referral of the student to the Company’s web site, as well as the right to market to students after a referred student has completed a course offered by the Company. The Vendor must make available a privacy policy, fully disclosing the intent as it pertains to the gathering of personal information of students being referred to the Company web site. The Vendor assumes full liability for the data collected and stored and for any attempted solicitation based on the data collected.

5. Limitation on Authority.
The Vendor shall have authority only to act as an independent contractor to the Company. In its capacity as such, the Vendor shall have no authority to enter into any agreement or to make any representation, commitment or warranty binding upon the Company or to obtain or incur any right, obligation or liability on behalf of the Company. In particular, the Vendor may neither distribute completion certificates nor administer the Company’s official seal thereto. Nothing in this Agreement shall extend authority to the Company over the business of the Vendor, outside the scope of Services defined in this Agreement.

6. Independent Contractor.
It is the express intent of both the parties that neither a partnership nor joint venture is created between the parties under this Agreement; rather, it is the express intent of both parties that this Agreement represents an independent contractor relationship under which the Company is retaining the services of the Vendor and its employees. It is not the intent of this Section to inhibit viable means of marketing. Therefore, the Company shall work with the Vendor to provide a mutually acceptable means of promotion, such that a student being referred from the Vendor is comfortable with the introduction of a new web site, and understands the nature of the agreement. Vendor shall at all times utilize the Course in strict compliance with all applicable laws, rules and regulations of all federal, state and local governmental authorities and agencies, Vendor represents and warrants that its execution of this Agreement and Vendor performance hereunder does not and will not violate any law or regulation, whether local, state or federal.

7. Confidential Information.
As used herein, the term \Confidential Information\ means any information or material which is proprietary to either party, concerning the Businesses, whether or not owned or developed by the Company or, which is not generally known other than by the Company, and which the Vendor may obtain through any direct or indirect contact with the Company or any customer of the Company. Both parties will take all necessary and appropriate steps to ensure that the secrecy of the Confidential Information in its possession will be maintained. Both parties agree that if one party fails to comply with any obligations hereunder, the other party will suffer immediate, irreparable harm for which monetary damages will provide inadequate compensation and shall be entitled, in addition to any other remedies available to it, at law or in equity, to immediate injunctive relief to specifically enforce the terms of this Agreement.

8. Grant of License.
The Company is the owner of the marks “Improv Traffic School” and National Point and Insurance Reduction Course (the \Licensed Marks\). The Company hereby grants to the Vendor a nonexclusive, revocable, non-sublicensable, terminable license to use the Licensed Marks only in connection with the Vendor’s promotion of the Businesses, and the Vendor accepts the license subject to the terms and conditions of this Agreement. The Vendor acknowledges the ownership of the Licensed Marks in the Company, and agrees that it will do nothing inconsistent with such ownership and that all use of the Licensed Marks shall inure to the benefit of and be on behalf of the Company. The Vendor agrees that nothing in this Agreement shall give the Vendor any right, title or interest in and to the

Licensed Marks other than the right to use the Licensed Marks in accordance with this Agreement.

9. Indemnity.
Vendor holds Company harmless against all claims and suits arising from the operation by Vendor of its business conducted in connection with this Agreement and from any and all related claims and/or expense (including attorneys fees). The failure of NPRIC to act upon or give notice with regard to any default under this Agreement shall not be a waiver of NPRIC's right to give notice for such default, or for any other default, now or in the future. Any Monetary Damages cannot exceed the amount of the total fee paid for the latest 30-day period

10. Assignments; Binding Effect.
Neither party shall assign this Agreement in whole or in part without the prior written consent of the other party. Subject to the foregoing, all the terms and conditions contained herein shall inure to the benefit of and shall be binding upon the parties hereto, their heirs, personal representatives, successors and assigns.

11. Miscellaneous.
a) This Agreement shall be interpreted, construed and governed according to the laws of the State of California. Any and all actions, claims or lawsuits arising from the relationship of the Parties are to be brought in Los Angeles County, California.

b) If any action, claim, litigation or proceeding is brought by either party to enforce or interpret this Agreement, the prevailing party shall be entitled to its reasonable costs and attorneys fees incurred at all levels in such action, claim or proceeding.

c) The invalidity or unenforceability, in whole or in part, of any covenant, promise, or undertaking, or any provision of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement.

d) All representations, warranties and agreements made by the Parties shall survive the termination or expiration of this Agreement.

e) The waiver by either party of a breach of any provision of this Agreement by the other party shall not be construed as a waiver of any subsequent breach by the other party.

f) No amendment or variation of the terms and conditions of this Agreement shall be valid unless in writing and signed by the Parties.

g) This Agreement constitutes the entire agreement between the Parties and supersedes all previous communications, representations, agreements, arrangements, negotiations, or understandings, whether verbal or written, between the Parties. It shall bind and ensure to the benefit of the Parties, their respective successors, and legal representatives.

h) All advertising must be approved by the Company prior to publishing.

i) Affiliates must maintain a reputable website, with no nudity or any other inappropriate content.

j) All affiliates who are authorized as formal delivery agents, must show a proof of a clean driving record and can not have prior or future felony convictions.

Violation of these terms may result in immediate termination of this license.

This agreement between the parties hereto and shall supersede any and all written or oral agreements or letters of intent pertaining to the subject matter of this Agreement

Definitions
1. Course. A course shall be defined as an offering in which the curriculum is specific to a local, city, state, or organizational jurisdiction, which may or may not satisfy statutory requirements, and shall in no way be defined by broad classification, such as traffic violator, insurance reduction, etc. Table 1 is a complete definition of the courses that can be classified under a single description.

2. Course Completion. A student is said to have completed a course upon attempting, and successfully completing, the final examination of that course.

3. Referral. A referral shall be defined as a student, who is directed to a course offered at Improv Traffic School by a Vendor, and who shall be identified by means of a code provided by the Vendor via an embedded link on the Vendor’s web site.

4. Commission. 20% of gross sales paid to Vendor for any Course Completion. A referral shall be subject to a commission and deemed payable only upon course completion.