AGENT PRODUCER AGREEMENT This AGENT PRODUCER AGREEMENT (“Agreement”) is entered into by and between GoHealth LLC, a Delaware Corporation (“GoHealth”), and ____________________________, as Agent ("Agent"). The Agreement shall become effective upon execution by the Agent. 1. Relationship and Authority. Agent is an independent contractor and not a captive agent or employee of GoHealth. GoHealth hereby authorizes Agent to act as a marketer, soliciting sales of products offered by and through GoHealth and its authorized Carriers. “Carrier” means any insurance company or membership association with whom GoHealth has entered into a master marketing agreement. Agent shall be entitled to all GoHealth Services as set forth in the Agent Guidelines. 2. Licenses & Insurance Requirements. Agent must be properly licensed and approved and appointed by GoHealth. Agent may not allow the aggregation of sales under Agent’s license. If any of Agents’ licenses are terminated for any reason or expired, Agent must notify GoHealth within five (5) days of notification of termination or expiration. Agent agrees to comply with the liability insurance requirements set forth in the GoHealth Agent Guidelines. Agent shall be solely responsible for paying all expenses incurred by Agent in performance of this Agreement, including all license fees, appointment fees, bond fees, and fees and taxes required by any federal, state or local government. 3.

Compliance Requirements. Agents agree to adhere to the compliance requirements set forth in Addendum B.

4. Commissions. Subject to all terms of the Agreement, GoHealth (or its delegate) will compensate Agent based upon the Commission Schedule provided to Agent’s GoHealth VMO Manager. GoHealth does not impose a vesting schedule on Agent. Agent is immediately vested per each Carrier’s requirements. The Commission Schedule and any commissions payable on future business may be modified by GoHealth which may be contained in any written communication to the Agent. If GoHealth is limited on any commissions due, Agent shall be so limited. No commission shall be deemed earned until the policy is issued, delivered, and accepted by the applicant. Commissions will not be paid until GoHealth collects or receives payment of its commission from Carrier. GoHealth shall provide each Carrier’s vesting requirements at Agent’s request. 5. Advance Commissions. GoHealth (or its delegate) may, at its discretion, make advances to Agent in anticipation of future commissions, subject to the rules set forth in Agent Guidelines and/or Commission Processing Guidelines. Such advances will create debit balances, which both parties expressly agree are advance loans from GoHealth. In consideration for the advance commissions, Agent agrees to repay to GoHealth (or its assigns), all balances and interest due. GoHealth reserves the right to charge interest on all advance loans and Agent shall submit to financial audits to confirm debit balances upon written request from GoHealth with regard to advance loans. If advance commissions are paid to Agent, GoHealth (or its delegate) will maintain an accurate accounting of all advance commissions paid to Agent and, upon receipt of request from Agent, timely provide such accounting to Agent. 6. Carrier Requirements. Agent will comply with all Carrier requirements, including providing information or executing forms requested by Carrier. Failure to comply may result in forfeiture of commissions and appointment by Carrier. Subject to state and federal law, Carrier reserves the right to reject any application for insurance without specifying cause, and to cancel, refuse to renew, or modify any policy. GoHealth or Carrier may discontinue, replace, or withdraw any policy in accordance with state and federal law. 7. Supervision by Manager. Agent will be assigned to a Manager who will be responsible for supervising and directing the activities of Agent. Agent will report to Manager and comply with Manager’s supervision and direction. An Agent may be assigned to only one Manager at a time. GoHealth may reassign an agent to a new Manager for cause. GoHealth hereby assigns to Manager GoHealth’s rights with regard to collection of outstanding debit balances in accordance with GoHealth’s agreement with Manager. 8. Termination. This Agreement may be terminated without cause by either party upon thirty (30) days written notice. GoHealth may terminate immediately “for cause” (as defined in Agent Guidelines) with written notice to Agent. If this Agent Producer Agreement 5_7_2014-Final

Agreement is terminated for cause, then all of Agent’s rights to any compensation for any business written after the date of such termination shall be immediately terminated. 9. Exclusivity. Agents are not captive to GoHealth and may be appointed with other insurance carriers and marketing organizations. Agent understands that he/she may not recruit GoHealth Agents using proprietary GoHealth agent lists or by recruiting at GoHealth events. This restriction does not preclude general recruitment initiatives or recruitment of a GoHealth Agent who was identified or contacted through the general course of business. Agent understands and agrees that he/she may not, without a written release from GoHealth, contract directly with a GoHealth carrier. However, GoHealth will provide such a release to the Agent so long as the Agent (1) makes arrangements to pay off any outstanding debit balances owed to GoHealth; and (2) has not engaged in any willful misconduct against GoHealth (violations of the Producer Agreement and/or Agent Guidelines). This provision shall survive termination of the GoHealth Producer Agreement. 10. Rolling Business. GoHealth agrees and acknowledges that all customers who purchase insurance products from Agent are deemed to be clients of Agent. GoHealth agrees that it and its affiliates will not (1) directly solicit such clients for any products, services or purposes during the term of this Agreement and for a period of 12 months following the termination of this Agreement; or (2) sell, distribute, publish, disseminate or otherwise make available to any other party any information regarding such clients except to effectuate the purposes of this Agreement. GoHealth acknowledges that Agent must act in the client’s best interest when recommending changes of carriers. However, Agent expressly agrees that the moving of a block of business to another carrier – “rolling business” – for the sole purpose of generating or increasing commissions is not permitted. 11. Records. Agent shall keep records and provide reports as set forth in the Agent Guidelines. Agent will be furnished with a monthly statement of his/her accounts. GoHealth will pay any amounts due, subject to other provisions of the Agreement. Agent must report any discrepancies (in writing) and return any overpayment received from GoHealth within thirty (30 days) or payment will be deemed accepted. GoHealth will remit to Agent any additional commission due with 15 days following receipt of notification from Agent that GoHealth has underpaid commission to Agent or any Sub-Agent. 12. Printed Material. Agent will not use any materials referring to GoHealth or Carriers without first securing written approval. All printed materials furnished are property of GoHealth and shall be promptly returned upon request or when the Agreement terminates. 13. Proprietary Information. Agent agrees to fully comply with all requirements set forth in Agent Guidelines. GoHealth agrees not to use, sell, publish or disseminate any information regarding Agent’s clients for any purpose not specifically permitted herein. 14. Indemnity. Agent agrees to indemnify, defend, and hold harmless GoHealth, Carrier, affiliates, shareholders, directors, officers and employees (collectively “GoHealth Indemnitees”) from all expenses, liabilities, costs, causes of action, loss, damage, and expense, including attorney's fees and costs of litigation, resulting from any breach of the Agreement or any unauthorized, negligent or wrongful act, omission, statement or representation by Agent, Agent’s employees and Sub-Agents. For avoidance of doubt, Agent must indemnify, defend, and hold GoHealth Indemnitees harmless from expenses, losses, liabilities, judgments, fees, and the like (including reasonable attorney fees and costs of litigation) that result from third-party claims or investigations alleging liability against GoHealth as a result of acts or omissions on the part of Agent, its subagents, employees, directors, owners, and/or affiliates, regardless of allegations of other parties. GoHealth agrees to indemnify Agent, Sub-Agents, affiliates, shareholders, directors, officers and employees, and to hold them harmless from all expenses, including attorney's fees and costs of litigation, resulting from any third party actions alleging liability against Agent as a result of GoHealth’s breach of the Agreement or any unauthorized, negligent or wrongful act, omission, statement or representation by GoHealth, GoHealth’s employees and affiliates. 15. Assignment. GoHealth may assign its rights to a third party. Agent may not, without the express prior written consent, assign any of its rights, responsibilities, or commissions. GoHealth will have a superior, continuing security interest in all commissions prior to the rights of any permitted assignee. Any assignment so authorized shall be subject to any and all indebtedness of Agent to GoHealth then existing or thereafter accruing and any commission indebtedness that GoHealth may have to Agents. 16. Security Interest. To secure the payment of advance loan commissions and performance of Agent of all terms of the Agreement, Agent agrees to assign commissions to GoHealth pursuant to the terms set forth in Addendum A.

Agent Producer Agreement 5_7_2014-Final

17. Applicable Law and Forum. The Agreement shall be governed by the laws of Illinois with exclusive venue in the courts located in Cook County, Illinois to hear all disputes. 18. Partial Invalidity. If any provision of this Agreement is declared invalid for any reason, the invalidity of that provision shall not affect the validity of any other provision of this Agreement. 19. Entire Agreement. This Agreement expressly incorporates the GoHealth VMO Agent Guidelines and constitutes the entire agreement and supersedes and replaces any and all prior written or oral agreements between these parties. In the event of any conflict between this Agreement and the GoHealth VMO Agent Guidelines, this Agreement shall control. This Agreement may not be modified without written consent of both parties except that GoHealth may make changes to the Agent Guidelines which shall be binding on Agent. This Agreement shall be binding upon the successors and heirs of the parties. 20. Survivability. Sections 4, 5, 9, 10, 12, 13, 14, 15, 16, and 17 shall survive termination of the Agreement. Executed as of the _______ day of _________________ 20_________.

By:

_________________________________ Agent’s Signature

By: _______________________________ Michael K. Owens, Senior Vice President GoHealth, LLC

Agent Producer Agreement 5_7_2014-Final

_________________________________ Print Name

ADDENDUM A ASSIGNMENT OF COMMISSIONS AGREEMENT In exchange for access to GoHealth programs and services, Agent agrees to the assignment to GoHealth of all commissions earned, subject to the following terms and conditions: 1.

All earned commissions assigned to and received by GoHealth are received on the Agent’s behalf and will be paid out in its entirety to the Agent by GoHealth pursuant to the commission structure and advance commission agreement between GoHealth and the Agent. All commission payments will be made by GoHealth or its delegate.

2.

Agent may, upon written notice to GoHealth, opt out of receiving any advance commissions. GoHealth will pay out to Agent all earned commissions based on the rules set forth in Agent Guidelines and/or Commission Processing Guidelines.

3.

GoHealth reserves the right to modify commission or advance commission agreements by providing thirty (30) days advance written notice to Agent. In a situation in which Carrier implements commission modifications which impact commissions received by GoHealth without a thirty (30) days notice, GoHealth is not required to wait thirty (30) days to implement said modifications. In such situations, GoHealth will provide written notice to Agent at the time GoHealth receives notification from Carrier. Any modification to package offerings and commissions shall be effective on a goforward basis for insurance products processed on and after the commission run date of such modifications.

4.

Agent expressly acknowledges that advance commissions from GoHealth may result in debit balances being owed by Agent to GoHealth. Agent understands that these debit balances are loans which are tied to Agent and must be repaid to GoHealth. If GoHealth determines that monthly commissions will not satisfy the debit balance within a reasonable time, GoHealth may, upon written notice to Agent, request Agent satisfy the debit balance and/or use Agent’s commissions from any GoHealth Carrier to reduce any debit balances.

5.

This assignment only applies to commissions for GoHealth business while this agreement is in effect. Subject to use of commissions to repay debit balances owed, GoHealth shall retain no interest in or control of business sold by Agent. GoHealth expressly acknowledges that this agreement in no way changes or affects the Agent’s status as “Agent of Record” for any business for which commissions have been assigned to GoHealth. GoHealth agrees that it will not use any policyholder information provided by Agents to market or rewrite policies.

6.

This assignment may be revoked by Agent upon thirty (30) days written notice to GoHealth and the Carrier. Once revoked, Agent will be entitled to receive commissions from Carrier so long as all debit balances with GoHealth have been paid.

7.

GoHealth does not impose a vesting schedule on Agent. Agent is immediately vested per each Carrier’s requirements. GoHealth will use reasonable efforts to provide vesting information from Carriers to Agent.

8.

GoHealth reserves the right to deem Agent ineligible to receive advance commission payments from GoHealth and/or any carriers in which Agent is contracted through GoHealth as a result of background checks conducted by Carrier during the appointment process.

____________________________ Agent Signature

Agent Producer Agreement 5_7_2014-Final

__________________ Date

ADDENDUM B AGENT INFORMATION AND LICENSING POLICY GoHealth VMO has firmly established a no-tolerance approach to non-licensed and/or non-appointed agents selling any insurance products in affiliation with GoHealth VMO. Agents that contract with GoHealth VMO are responsible for selling health insurance only in states in which they are properly licensed and for carriers with which they hold active appointments. Selling, soliciting, or negotiating health insurance without proper licensing or appointment; or aggregating sales under one license or appointment will result in the immediate cessation of leads, discontinuance of commission payments, and could potentially result in termination from GoHealth and/or its carriers. Agents who violate any state’s licensing requirements must self-report to the respective state’s Department of Insurance and notify GoHealth of the self-report. GoHealth VMO also requires any representative who does or intends to sell, solicit, or negotiate health insurance with a GoHealth VMO carrier to complete a GoHealth VMO intake form upon the date of hire. Agents may be required to attest to the GoHealth VMO information and licensing policy as frequently as deemed necessary by GoHealth VMO. Failure to complete the attestation will result in the immediate cessation of leads, discontinuance of commission payments, and could potentially result in termination from GoHealth and/or its carriers.

____________________________ Agent Signature

Agent Producer Agreement 5_7_2014-Final

__________________ Date

GoHealth VMO Agent Guidelines The Agent Guidelines were developed to enhance and facilitate the business relationship between GOHEALTH VMO and Agent. The Agent Guidelines are also intended to provide additional information on provisions set forth in the Producer Agreement. By signing the Producer Agreement, Agent has agreed to comply with the Agent Guidelines when selling for GOHEALTH VMO. Agent Guidelines are subject to change by GOHEALTH VMO. Agents should routinely check the GOHEALTH VMO agent website for updates. 1.

Becoming a GOHEALTH VMO Agent

a.

Relationship and Scope of Authority

Agents have been appointed to act as a marketer for GOHEALTH VMO and to represent GOHEALTH VMO in selling the products offered by and through GOHEALTH VMO and its authorized insurance carriers and membership associations. The relationship of the Agent to GOHEALTH VMO is that of an independent contractor and not a captive agent. Nothing about the Producer Agreement shall be construed to create the relationship of employee and employer, partners or co-venturers. Agent expressly agrees that they will not hold themselves out to the public or others as an employee, partner, or joint venturer of GOHEALTH VMO or Carriers and understands that it has no authority to, and will not, execute contracts binding on GOHEALTH VMO. Each Agent is free to exercise their own judgment as to the time and manner for recruiting, selling, and performing services required under this Agreement, subject to full compliance with all applicable state and federal laws and requirements. Agents are authorized only to solicit applications. Agents may not make any representations, warranties or commitments regarding the issuance of a policy or coverage of specific medical conditions or claims. Agent may not incur any liability or debt on behalf of GOHEALTH VMO or any Carriers. b.

Producer Agreement

Agent must execute and return a signed copy of the Producer Agreement, with Addendum A, a copy of Agent’s personal W9, Agent’s personal banking information, a certificate of Errors and Omissions insurance, and Agent’s resident license number with effective date and expiration date to Agency Services. The Producer Agreement will remain in effect until terminated by the Agent or GOHEALTH VMO. By signing the Producer Agreement, Agent has agreed to comply with the Agent Guidelines when selling for GOHEALTH VMO. c.

Carrier Appointments

GoHealth VMO Agent Guidelines 5_7_2014-Final

All GoHealth Agents must be properly appointed with Carriers before they begin selling. Instructions for becoming appointed are available at www.gohealthvmo.com. Agents should review the instructions very carefully and make sure to provide complete information when submitting materials. Incomplete appointment paperwork will result in significant processing delays. Managers are required to review appointment paperwork of Agents before submission. d.

Commissions

GOHEALTH VMO compensates Agents with the commissions set forth in commission schedules provided by Agent’s Manager or directly by GOHEALTH VMO and by the rules outlined in the Commission Processing Guidelines. GOHEALTH VMO shall pay no commission to Agent unless and until GOHEALTH VMO receives payment of its commission from the Carrier that accepts an application for and issues the policy. No commission is earned until the policy is issued, delivered, and accepted by the applicant. Commissions may be modified by GOHEALTH VMO with thirty (30) days notice to Agent. Notice may be provided by Newsletter, e-mail, or other written communication by GOHEALTH VMO to Agent. In a situation in which a carrier implements commission modifications that impact commissions received by GOHEALTH VMO without a thirty (30) day notice, GOHEALTH VMO is not required to wait thirty (30) days to implement said modifications. In such situations, GOHEALTH VMO will provide written notification to Agent when GOHEALTH VMO receives knowledge of the modification. Commissions paid to Agent will be net of any commissions paid to the Sub-Agent. Agent shall be solely responsible for paying all expenses incurred by Agent in performance of this Agreement. If the Producer Agreement is terminated for cause, then all of Agent’s rights to any compensation will be as described in Section 6(h) below. e.

Errors & Omissions

All Agents must carry Errors and Omissions liability insurance with no less than $100,000 per occurrence, or such other amount as GOHEALTH VMO or applicable law may approve or require, covering Agents, and naming GOHEALTH VMO as an additional insured. Each policy of such insurance shall be issued by an insurance company acceptable to GOHEALTH VMO. Agents will deliver to GOHEALTH VMO a certificate evidencing such insurance prior when submitting his/her Producer Agreement. f.

Licenses & Compliance

Agent represents and warrants to GOHEALTH VMO now and at all times during the effectiveness of the Producer Agreement that Agent holds all licenses, certifications, bonds, and insurance necessary to perform services under the Producer Agreement. Agent is solely responsible for maintaining such licenses and fully complying with all state and federal requirements. Failure to maintain proper licenses is ground for immediate termination from GOHEALTH VMO. Knowingly selling, soliciting, or negotiating health insurance without proper licensing or aggregating sales under one license or appointment qualifies as grounds for GOHEALTH VMO to immediately cease distribution of leads, payment of commissions to Agent, and potentially termination for cause from GOHEALTH VMO. GOHEALTH VMO has a no-tolerance policy for non-licensed or non-appointed Agents selling any insurance products in affiliation with GOHEALTH VMO. Agents are responsible for paying all license fees, appointment fees, bond fees, and fees and taxes required by any federal, state or local government. Agents are solely and strictly responsible for the performance, fidelity and honesty of employees, and independent contractors, all of whom are expected to act in full compliance with GOHEALTH VMO Agent Guidelines.

GoHealth VMO Agent Guidelines 5_7_2014-Final

Agent represents that the state insurance regulatory authorities and all other appropriate governmental authorities with jurisdiction have not revoked, suspended, denied renewal or otherwise imposed restrictions or limitations on Agent’s licenses, certifications or qualifications necessary to perform under this Agreement. g.

Assignment

GOHEALTH VMO may assign its rights hereunder to a third party, including, but not limited, to any lender. Agents may, with written notice to GOHEALTH VMO, assign any of its rights or responsibilities under the Producer Agreement. However, GOHEALTH VMO will, at all times, have a superior, continuing security interest in all commissions prior to the rights of any permitted assignee. h.

Security Interests

Agent expressly grants a security interest in all commissions payable to Agents by GOHEALTH VMO or its Carrier to GOHEALTH VMO for the purposes of creating a first priority security interest securing the repayment of Advance Loans or Secured Indebtedness under the Producer Agreement; provided, however, the security interest of GOHEALTH VMO will at all times be subordinate and inferior to the security interest of any assignee of GOHEALTH VMO to whom GOHEALTH VMO has made an assignment or pledge as security for borrowed money. GOHEALTH VMO retains all the rights of a secured party under the Uniform Commercial Code. Agent agrees to execute and deliver to GOHEALTH VMO all assignments and financing statements which GOHEALTH VMO may request, and to do all other acts as GOHEALTH VMO may reasonably request in order to evidence this assignment or to perfect the security interest. GOHEALTH VMO shall be granted Agent’s power of attorney, coupled with an interest, with full power and authority to sign Agent’s name to any financing statement or other instrument for the purpose of perfecting such security interest. Agents further grant to GOHEALTH VMO, its Carrier, and designated assignee the right to offset any Commissions which may accrue to Agent under the Producer Agreement and agrees that any and all Commissions which may accrue to Agent under the Producer Agreement shall be applied to the Secured Indebtedness of Agent which has been transferred to Agent as provided in the Producer Agreement and Agent Guidelines. The term “Secured Indebtedness” means all indebtedness and liability of Agents to GOHEALTH VMO, of every kind and character, whether now existing or hereafter incurred, matured or un-matured, direct or contingent, primary or secondary, secured or unsecured, joint and several, absolute or contingent, and whether arising hereunder or otherwise, together with interest thereon, fees and expenses (including, but not limited to, attorneys’ fees). i.

Proprietary Information

Except as may be necessary to perform services under the Producer Agreement, or as may be compelled by law or legal process, Agents may not directly or indirectly divulge, disclose, or communicate to any person, firm, or corporation any Proprietary Information or Trade Secrets of GOHEALTH VMO. Any breach of the terms of this paragraph is a material breach of the Producer Agreement. The provisions of this Agreement may be enforced by all applicable legal and equitable means, including, without limitation, injunctive relief and suit for damages. “Proprietary Information” includes, but is not limited to, vendor and supplier lists, reinsurance companies, the prices GOHEALTH VMO obtains or sells, or has obtained or sold, any products or services, and any other information of, about, or concerning the business GOHEALTH VMO, its manner of operations, its plans or processes, and any other information contained in monthly accounts submitted to Agent by GOHEALTH VMO. Agents agree that Proprietary Information also constitutes Trade Secrets. “Trade Secret,” in those states that have adopted the Uniform Trade Secrets Act, is defined as in the Act. In other states, a “Trade Secret” shall have the same meaning as defined in the Act or the meaning given such term by the law of such state, whichever is the more encompassing. GoHealth VMO Agent Guidelines 5_7_2014-Final

Agents agree that GOHEALTH VMO derives independent economic value from its Proprietary Information and Trade Secrets and from their not being generally known to the public or to other persons who can obtain economic value from their disclosure. Agents agree that all Proprietary Information and Trade Secrets are the sole property of GOHEALTH VMO and that GOHEALTH VMO utilizes efforts that are reasonable under the circumstances to maintain the secrecy of its Proprietary Information and Trade Secrets. Agents hereby assign to GOHEALTH VMO all rights it might otherwise have acquired or might hereafter acquire in Proprietary Information and Trade Secrets. Agents will not during or after the term of the Producer Agreement make use of any Proprietary Information or Trade Secret for any purpose except as authorized by GOHEALTH VMO. j.

Indemnification

Agents will indemnify GOHEALTH VMO, its Carriers and its affiliates, shareholders, directors, officers and employees and hold GOHEALTH VMO, its affiliates, shareholders, directors, officers and employees harmless from any and all expenses, liabilities, costs, causes of action, loss, damage, and expense, including attorney's fees and costs of litigation, resulting from or growing out of any breach of this Agreement or any unauthorized, fraudulent, negligent or wrongful act, omission, statement or representation by Agents or their employees. GOHEALTH VMO will indemnify Agents and their affiliates, shareholders, directors, officers and employees and hold Agents, their affiliates, shareholders, directors, officers and employees harmless from any and all expenses, liabilities, costs, causes of action, loss, damage, and expense, including attorney's fees and costs of litigation, resulting from or growing out of any breach of this Agreement or any unauthorized, fraudulent, negligent or wrongful act, omission, statement or representation by GOHEALTH VMO or its affiliates, shareholders, directors, officers and employees. 2.

Agent Duties and Responsibilities

a.

Agents

Agents are not captive and are not prohibited from being appointed to sell for other insurance carriers. Agents may only market GOHEALTH VMO products using approved materials. All premiums and funds collected by Agents shall be held in trust for GOHEALTH VMO and its Carriers and will, in no event, be used by any of them for personal, business or other purposes. Agents agree to work diligently to prevent lapsing and replacement of insurance effected hereunder. All insurance placed by Agents shall be the property of the Carrier. b.

Managers

Managers agree to comply with the requirements set forth in the Manager Addendum to the Producer Agreement. c.

Training

Agent will receive training on products by Carriers as well an overview of technology, leads, and services available through GoHealth VMO. For a current schedule of training sessions, please visit www.gohealthvmo.com or contact Agency Services. d.

Code of Conduct

Agents understand and agree that they will at all times comply with all of GOHEALTH VMO’s and Carriers’ rules and regulations. Agent also agrees to adhere to all applicable federal and state laws, rules, and regulations. GOHEALTH VMO and Agent expressly acknowledge that the Agent may not:

GoHealth VMO Agent Guidelines 5_7_2014-Final

(i) (ii) (iii) (iv) (v)

rebate any premiums, fees or commissions to any party; make, alter or discharge any contract or policy; extend the time for payment of any premium; waive any forfeiture, policy provision or premium payments; or modify any rate, receipt or requirement. Agent shall be responsible for acquiring and maintaining all licenses in any territory in which Agent solicits insurance, as required by applicable law.

As part of the Producer Agreement, all Agents represent that they will become: a)

Fully educated in the benefits and coverage offered by each and every insurance plan and/or product that they offer to the public through their affiliation with GOHEALTH VMO. b) Fully educated in the business rules of each and every Carrier which they represent to the public through their affiliation with GOHEALTH VMO. c) Familiar with each Carrier’s proper appointment submission rules and guidelines, and to review any nonweb-based appointment paperwork before submission. d) Listed on the distribution of the GOHEALTH VMO Newsletter so as to ensure that each Agent and SubAgent becomes aware of GOHEALTH VMO and Carrier changes in process or procedure on a timely basis. Agent Misconduct may not only cost Agents their business, but the collective business of all of GOHEALTH VMO valuable partners and Agents. Agents should review all of their current practices and be certain that they are always operating in total compliance. o o o o o

GOHEALTH VMO requires that all its hierarchies and Agents follow Carrier partners' solicitation, quoting and submission rules and practices. Comply with all state regulations and ethical practices in the areas where Agents market GOHEALTH VMO's insurance and ancillary products. Proper disclosure to clients protects Agents from liability and protects income by minimizing charge backs. It also protects Agents and Carriers from litigation. Proper recording of medical conditions on applications protects Agents from liability and protects your income by minimizing policy rescissions. It also protects the Agents and Carrier from damages. Proper submission of applications, as per Carrier requirements, is also imperative to protect Agents from exposure to Carrier or even state regulatory actions that can result in suspension or even loss of license.

3.

Sales

a.

Marketing Materials

GOHEALTH VMO will, itself or through its Carriers, furnish Agents with all applications, circulars, and printed matter which GOHEALTH VMO determines is necessary for doing business under the Producer Agreement. Agents agree not to publish, distribute or use any circulars, advertising, sales material, or other matter referring to GOHEALTH VMO or the Carriers or to their policies without first securing GOHEALTH VMO’s and the pertinent Carrier’s written approval. All printed matter and supplies GOHEALTH VMO furnishes are property of GOHEALTH VMO and will be promptly returned to GOHEALTH VMO upon request or when the Producer Agreement terminates. b.

Leads

Agent may use leads available through GOHEALTH VMO or purchase leads from other outside vendors. GOHEALTH VMO acknowledges that Agent must act in the best interest of his/her client; however, Agent will make every effort to sell GOHEALTH VMO products whenever using a GOHEALTH VMO provided lead. If an Agent is found to be in knowing and willful violation of this requirement, he/she may be required to compensate GOHEALTH VMO for the fair market value of these leads. c.

Elite Lead Program

GoHealth VMO Agent Guidelines 5_7_2014-Final

For agents enrolled in the Elite Lead Program, deposits will be made according the current lead cash amount schedule posted on www.gohealthvmo.com and on www.eagentcenter.com. A policy earns the assigned lead cash after remaining in force for 31 days. The earned lead cash is deposited into an agent’s BrokerOffice within a week after the 31st day of remaining in force. If the Assignment of Commissions form has been submitted to GOHEALTH VMO for an agent, the agent’s lead cash earned through the Elite Lead Program can be deposited into the Manager’s account at the Manager’s request. Agents have 90 days to dispute a lead cash amount, and that 90 days is calculated beginning with the policy’s effective date. Disputes can be submitted to [email protected]. d.

Submission of Business

Individual Carriers will require additional Carrier specific documents to be executed by the Agent. Agents agree that they will properly comply with all Carrier requirements and execute any additional forms or documents required. Agents understand that the failure to execute any additional forms or documents required by the Carrier may result in forfeiture of commissions and appointment by Carrier. Examples of these additional forms and documents are, but are not limited to, HIPAA addenda, an Advance Lead and Pledge agreement, a Promissory Note, a direct deposit form, a W9, etc. These specific forms, where applicable, will be attached to and made a part of the Producer Agreement. e.

Business Retention

Agents are required to participate in training on and comply with all guidelines regarding business retention. GOHEALTH VMO will monitor “Not Taken” and “Lapse” rates for all Agents. Any Agent identified as falling below the acceptable standard will be required to attend a GOHEALTH VMO training session on Business Retention. GOHEALTH VMO will monitor and review submitted business to determine whether the Agent’s persistency is improving. Any Agent listed on two consecutive reports, without signs of improvement, will be placed on “probationary status” and have advancing reduced to six months. Any Agent listed on three consecutive reports, without signs of improvement, will be terminated from GOHEALTH VMO and their appointments cancelled. f.

Refunds and Rejections

Within the limitations of the law, GOHEALTH VMO and its Carriers reserve the right, at all times, to reject any application for insurance without specifying cause, and to cancel, refuse to renew, or modify any policy. g.

Discontinuance of Policy Forms

Without incurring any liability to Agents, GOHEALTH VMO or the Carrier may discontinue, replace, or withdraw any policy now or hereafter made available for sale. GOHEALTH VMO or the Carrier at its discretion may determine commissions and renewal commissions, if any, on any policy. 4.

Commissions

a.

Earned Commissions

Agent may choose to receive commissions “as earned” on business submitted through GOHEALTH VMO Carriers. All commissions due to Agent will be calculated and paid out according to the commission calendar published by GOHEALTH VMO and rules outlined in the Commission Processing Guidelines. Agent will be provided with a monthly commission statement. Agent must report any discrepancies (in writing) and return payment within thirty (30 days) or payment will be deemed accepted. b.

Advance Commissions/Loans

GoHealth VMO Agent Guidelines 5_7_2014-Final

GOHEALTH VMO or any Carrier may, at its discretion, make one or more advances to Agent (each, an "Advance") in anticipation of future commissions payable to Agents. Advance commissions will be paid in accordance with the advance commission rules established by GOHEALTH VMO or its Carriers, as outlined in the Commission Processing Guidelines. All Advances shall be deemed loans made to Agents and shall be reflected in the Agent’s accounts on the books of GOHEALTH VMO or any Carrier. All indebtedness owed by the Agent to GOHEALTH VMO or its Carriers, regardless of how created, and whether for advance commissions or otherwise, are referred to herein as “debit balances.” In consideration for the Advance Commissions paid to Agent, Agent hereby agrees to repay to GOHEALTH VMO or its Carrier (whichever made payment of the Advance Commissions), or their assignees, the debit balances with interest. Agent and Manager shall submit to financial audits to confirm debit balances upon written request from GOHEALTH VMO with regard to advance loans. The top-line Manager is responsible for the debit balances of all their Sub-Agents from the date each Sub-Agent is appointed by or is assigned to Manager by GOHEALTH VMO. c.

Renewals & Overrides

Subject to all of the terms and conditions set forth above, Agents will receive compensation for renewals and overrides as set forth in commission schedule provided by Agent’s Manager or GOHEALTH VMO. d.

Vesting

GOHEALTH VMO does not impose a vesting schedule on Agent. Agent is immediately vested per each Carrier’s requirements. GOHEALTH VMO will use reasonable efforts to provide vesting information from Carriers to Agent. e.

Remittance for New Applications

Agents will immediately remit to GOHEALTH VMO or its Carrier all premiums collected or received. No commission is earned until the policy is issued, delivered by Agent or Sub-Agent, and accepted by the applicant. f.

Remittance for Reinstated/Converted Policies

No commissions shall be paid on lapsed policies. If a lapsed policy is reinstated by the Agent or Sub-Agent, the commission to be paid will be the same amount as for the renewal of such policy. If the reinstatement of a lapsed policy written by Agent or Sub-Agent is accomplished by a different GOHEALTH VMO Sub-Agent, the Agent or Sub-Agent will not be entitled to a commission on the reinstated policy. Reinstatement commissions are to be determined by each Carrier. Commissions on rewriting, replacement, or conversion of one form of policy to another (or on surrendered policies) are not covered by this Agreement but may be determined by GOHEALTH VMO on the basis of applications submitted. g.

Payment of Commissions in the Event of Death or Incapacitation

In the event of Agent’s death or incapacitation, commissions for in force business will continue to be paid to the Agent’s estate, trustee, or legal custodian upon submission of the appropriate documentation to GOHEALTH VMO. h.

Debit Balance Collections

If an Agent has any accounts with GOHEALTH VMO or any of its Carriers, and GOHEALTH VMO, through its review and analysis of Agent’s accounts to which advance commissions are being charged, determines that the earned commissions credited to the account will not produce a credit balance in the account in a reasonable time (not to exceed 10 months), the account is deemed risky. Once an account is deemed risky, GOHEALTH VMO reserves the right to begin the Debit Balance Collection Program, as detailed in the Commission Processing Guidelines.

GoHealth VMO Agent Guidelines 5_7_2014-Final

If Agent is unresponsive to the Debit Balance Collection Program, GOHEALTH VMO reserves the right to satisfy debit balances by retaining and setting off unpaid earned commission and override commissions and any other monies due and owed to the Agent by any GOHEALTH VMO Carrier. The amount of the debit balance of each Sub-Agent assigned to or appointed by the Manager which is determined by GOHEALTH VMO to be uncollectible, and any liability incurred by GOHEALTH VMO as a result of acts or omissions of any of a Manager’s Sub-Agents will be charged to the Manager. The Manager agrees to pay the same in full. In the event of termination of the Producer Agreement, termination by any Carrier of its marketing of policies through GOHEALTH VMO or through the Agent, or following a determination by GOHEALTH VMO that the estimated value of future Earned Commissions is not sufficient to pay the remaining debit balances, then all Earned Commissions, if any, shall be applied to repay the remaining debit balances until fully paid. 5.

Agency Services

a.

Agent Appointment

Agents may not market or sell products until they have become appointed with GOHEALTH VMO Carriers. Agents should review appointment instructions that are available at www.gohealthvmo.com or by contacting their Manager. All completed paperwork and supporting documentation should be submitted to Agent’s Manager, which will then be sent to Agency Services after review by the Manager. b.

Customer Service

Agents discuss any questions or issues with their Managers. Managers can elevate issues, as necessary, through Agency Services. c.

Records & Reports

GOHEALTH VMO or its Carrier will furnish Agents with a monthly statement of Agent’s Account and will pay any amount due to the Agent, subject to other provisions of the Producer Agreement and Agent Guidelines. Upon receipt of such statement, the Agent should examine it, and if not satisfied as to its accuracy, shall return it and the payment to GOHEALTH VMO with a complete explanation of any perceived discrepancy within thirty (30) days. If GOHEALTH VMO does not receive such notice, the statement shall be deemed accepted by Agent as true and correct. The Agent’s account on the books of GOHEALTH VMO shall be competent evidence of the contents thereof for all purposes. Any additional or duplicate statements or detailed accounting records will be provided by GOHEALTH VMO at Agent’s expense. Agent and Manager shall submit to financial audits to confirm debit balances upon written request from GOHEALTH VMO with regard to advance loans. Agent will produce reports and keep such records and business accounts as reasonably requested by GOHEALTH VMO. 6.

Recruitment of Sub-Agents

Each Manager retains the sole discretion whether to allow recruitment in his/her hierarchy. a.

Recruitment

Sub-Agents may be solicited by Agent or assigned to Agent by GOHEALTH VMO. "Sub-Agent" means a person or entity that has executed an Agent Producer Agreement with GOHEALTH VMO. Once the Agent/Sub-Agent’s paperwork has been submitted and approved by GOHEALTH VMO, the Sub-Agent will be enrolled with any applicable Carriers under the Agent.

GoHealth VMO Agent Guidelines 5_7_2014-Final

GOHEALTH VMO or the Carrier retains the right at all times to deny appointment of any proposed Sub-Agent or to terminate GOHEALTH VMO’s relationship with any Sub-Agent for any reason, with or without cause. b.

Commissions & Overrides

GOHEALTH VMO reserves the right to approve all commission percentages to Sub-Agents, which approval shall not be unreasonably withheld. Agent will receive an override commission for sales by the Sub-Agent, as set forth in the respective commission schedule. c.

Contingent Liability

Managers are financially responsible to GOHEALTH VMO, Carriers, and their assigns, for any and all debit balances due by Manager, any Sub-Agent, or any Sub-Agent from which Agent receives an override. In the event any such debit balance or account is not paid in full when due, the debit balance or account will be transferred to the account of Manager and Manager agrees to pay the same. Concurrent with that transfer, all rights to any and all future earned commissions attributable to the account, and tax benefits, will also be transferred to Manager. The Agent has primary responsibility for all debits owed to GOHEALTH VMO. Managers will work with GOHEALTH VMO to keep Manager/Sub-Agent accounts in good standing. In the unlikely event that an account becomes delinquent, GOHEALTH VMO will contact the Manager/Sub-Agent and work to develop an acceptable repayment plan. In the event that Manager/Sub-Agent refuses to repay the loan, GOHEALTH VMO will initiate a collection action and make best efforts to recover payment from the Agent. In the last resort, GOHEALTH VMO may assert contingent liability against the Manager; however, GOHEALTH VMO will work with the Manager to develop an acceptable repayment plan. d.

Transfer Requests

A Sub-Agent may submit a written request to GOHEALTH VMO to be transferred to another GOHEALTH VMO Manager. The Sub-Agent, Releasing Manager and Accepting Manager must sign and date the Agent Hierarchy Transfer Agreement before GOHEALTH VMO will begin to initiate the transfer. If the Releasing Manager is unresponsive to transfer requests, GOHEALTH VMO reserves the right to transfer the Sub-Agent without Releasing Manager’s approval. If the Sub-Agent has an outstanding debit balance at the time the Agent Hierarchy Transfer Agreement is written by GOHEALTH VMO, the Sub-Agent or the Accepting Manager must pay the outstanding debit balance for all carriers before the transfer will be processed. A Sub-Agent who transfers out of a Manager’s hierarchy cannot be placed at a Manager commission level until month-over-month production requirements, as set forth by GOHEALTH VMO, are met. e.

Release Requests

Agents may request from GOHEALTH VMO a release from specified carriers or from all carriers and GOHEALTH VMO. Before a release for a specified carrier will be granted, Agent must pay any outstanding debit balance for the respective carrier(s). If Agent’s account for any other carrier(s) is deemed risky, as defined by Section 4(h), GOHEALTH VMO reserves the right to require a specified debit balance settlement before granting Agent a release for the requested carrier(s). The debit balance settlement may be required for carrier(s) for which a release was not requested by Agent. Agents who request a release from all carriers and GOHEALTH VMO must pay his or her total outstanding debit balance and any outstanding accrued interest for all carriers. Agent’s accrued escrow amount will be applied to the outstanding debit balance, resulting in a net owed amount to GOHEALTH VMO. Once any applicable outstanding debit balance is satisfied, a letter of release will be sent via email to Agent with a copy to his or her top-line Manager. f.

Exclusivity

GoHealth VMO Agent Guidelines 5_7_2014-Final

Agents are not captive to GOHEALTH VMO and may be appointed with other insurance carriers. Agent understands that he/she may not recruit GOHEALTH VMO Agents using proprietary GOHEALTH VMO agent lists or by recruiting at GOHEALTH VMO events. This restriction does not preclude general recruitment initiatives or recruitment of a GOHEALTH VMO Agent who was identified or contacted through the general course of business. 7.

Termination of Producer Agreement

The Producer Agreement may be terminated for any or no reason by either party upon thirty (30) days written notice to the other. In addition, GOHEALTH VMO may terminate this Agreement “for cause” immediately upon mailing written or email notice to Agent’s last known address if an Agent: a)

Commits any fraud or dishonesty in connection with the duties, services or actions while performing on behalf of GOHEALTH VMO or any of its Carriers; b) Violates any of the laws, rules, or regulations governing insurance sales in the state or states in which Agent is licensed or any state or assigned territory; c) Is indicted or convicted of a felony; d) Publishes, distributes or uses any circulars, advertising, sales material, or other matter referring to GOHEALTH VMO or its Carriers or to contracts or policies without first securing written approval; e) Becomes insolvent or bankrupt, or makes an assignment for the benefit of creditors, or is in default of any obligation; or f) Willfully violates any terms of the Producer Agreement. g.

Commissions/Advance Loans

All Agent commissions are vested for existing business. However, if the Producer Agreement is terminated for cause, then GOHEALTH VMO will reserve the right to apply any new or renewal commission to pay down the Agent’s debit balance. If commissions are not sufficient to repay the advance loan, GOHEALTH VMO may make demand for immediate repayment of the loan. If the Producer Agreement is terminated without cause, the Agent will continue to receive compensation for in force business, subject to repayment of any and all Advance Loans with GOHEALTH VMO. GOHEALTH VMO may require full or partial repayment of any Advance Loans before it will provide Agent with a release from the Producer Agreement. h.

Rolling Business

GOHEALTH VMO acknowledges that Agent must act in the client’s best interest when recommending changes of carriers. However, Agent expressly agrees that the moving of a block of business to another carrier – “rolling business” – for the sole purpose of generating or increasing commissions is not permitted. 8.

Regulatory Changes and Reform

The Parties acknowledge that each others’ abilities to perform those duties as defined by this Agreement, including the payment of compensation and sale of Product, may be impacted by federal and/or state legislation or regulation reform (“Reform”). Should such Reform occur and should the impact of such Reform modify the regulations, business practices, or the economic model under which GOHEALTH VMO and Agent perform their duties, GOHEALTH VMO may modify this Agreement to reflect any material change resulting from such regulation, business practice, or economic model change, by providing written notice to Agent. The timing to implement such modification shall be controlled by the Reform and shall be stated in said written notice.

GoHealth VMO Agent Guidelines 5_7_2014-Final