Affiliation Agreement

Exhibit 10.9


AFFILIATION AGREEMENT


This AFFILIATION AGREEMENT ("Agreement") is entered into and made effective on the date set forth below, between John Diller ("Agent"), whose address is indicated below, and Rushmore Insurance Services, Incorporated and/or, its affiliates or assigns ("Rushmore"), whose address is 13355 Noel Road, Suite 650, Dallas, Texas 75240.


R E C I T A L S
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WHEREAS, Rushmore has entered into various National Marketing Agreements with Insurance and Investment Companies, and has developed unique and proprietary concepts, products, systems and agencies for the exclusive benefit of Rushmore and its agents; and,


WHEREAS, Agent desires, individually and/or through other agents recruited by Agent, to market insurance and other financial products and services, and to utilize the concepts and systems provided through Rushmore and/or its affiliates; and,


WHEREAS, Agent desires to receive loans or advances and is duly indebted to Rushmore as a result of various Commission Advance, Cash Loan, or Annualization Agreements which Rushmore may advance or guarantee from time to time at its discretion (hereinafter referred to as the "Indebtedness"); and,


WHEREAS, In the event the Indebtedness or any portion thereof becomes unrecoverable, Agent desires to assign any and all insurance commissions, including first year and renewal, now due or which may become due to Agent from each and every insurance company with whom the Agent is now licensed or becomes licensed subsequent to the date of this Agreement (hereinafter referred to as Companies").


NOW, THEREFORE, in consideration of the mutual benefits to be derived, Agent and Rushmore agree as follows:


1. RESPONSIBILITY FOR LICENSE AND COMPLIANCE WITH APPLICABLE LAWS. Agent shall be solely responsible (i) for complying with all state, federal and local laws applicable and (ii) for obtaining any permits or licenses required under applicable state, federal and local laws necessary to become affiliated with Rushmore and to receive a fee for soliciting insurance or other financial products. Agent agrees to promptly furnish to Rushmore a copy of such license(s) prior to commencement of Agent's solicitation of any customer; and Agent agrees to maintain and keep current such license(s) and to promptly notify Rushmore of any changes in the licensing requirements applicable to Agent.


2. COMPLIANCE. Agent agrees to comply fully with all program guidelines, and other policies, procedures and criteria established from time to time by Rushmore or Companies. Further, Agent agrees to use only solicitation or other materials approved by Rushmore or Companies and shall use no other solicitation, advertising or similar materials when communicating or dealing with potential customers.


3. USE OF RUSHMORE NAME. Rushmore agrees to permit Agent the use of the Rushmore name, Logo, Trademarks, Copyrights, Materials, Systems, Forms, and other proprietary information. Agent agrees to use all due diligence to protect the good name and image of Rushmore, to treat all such information confidentially, and not to disclose or distribute such information by any means to unauthorized third parties.


4. CONFIDENTIAL INFORMATION. Agent acknowledges that the concepts, products, systems and other materials provided to Agent by Rushmore are the sole property of Rushmore, and Agent agrees not to use any such materials, directly or indirectly, for any purpose whatsoever during the term of this Agreement, other than the solicitation and referral of customers ...