INTERNET MARKETING SERVICE AGREEMENT BETWEEN GOLDEN RULE INSURANCE COMPANY AND EHEALTHINSURANCE SERVICES, INC.

Exhibit 10.8

INTERNET MARKETING SERVICE AGREEMENT

BETWEEN

GOLDEN RULE INSURANCE COMPANY

AND

EHEALTHINSURANCE SERVICES, INC.

THIS MARKETING SERVICE AGREEMENT is made by and between Golden Rule Insurance Company, an Illinois-domiciled health insurer and EHealthInsurance Services, Inc., a Delaware corporation (“Broker”).

In accordance with the terms of this Agreement, the Broker may submit applications through Broker’s Internet based marketing system to Golden Rule for Golden Rule’s health insurance products.

1. Licensing and Appointment.

Broker will ensure that it and all of its employees and agents involved in the marketing of Golden Rule’s health insurance products and submission of applications are properly licensed and appointed as required under the law of each state in which applications will be submitted.

For all persons submitting applications on Broker’s behalf, Broker will conduct all required background investigations including investigation required by the Violent Crime Control Act.

In addition, Broker shall ensure that all persons submitting applications on behalf of Broker maintain errors and omissions insurance coverage covering Golden Rule’s health insurance products. If any person’s errors and omissions coverage is terminated during the term of this Agreement, Broker will immediately discontinue submitting applications through that person.

Broker will ensure that all persons submitting applications on its behalf will not make any representations concerning Golden Rule’s health insurance products except for those representations contained in the sales literature, advertising material, or insurance policy provided or specifically pre-approved by Golden Rule.

Broker is responsible for all appointment fees and related expenses. However, as an administrative convenience, Golden Rule shall pay initial appointment fees subject to reimbursement by Broker via set-off from any other fees due Broker from Golden Rule.

CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT

HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

 

Page 1

2. Marketing Requirements.

(a) Broker will designate and supply at least one trainer who may be either Broker’s employee or agent who must become knowledgeable in the Golden Rule health insurance products and applicable rules for marketing of the health insurance products. Broker must ensure that all of its employees and agents involved in the marketing of Golden Rule’s health insurance products are adequately trained by Broker’s designated trainer in those products and rules.

Initial and recurrent training of Broker’s designated trainer will be conducted by Golden Rule as needed with regard to Golden Rule’s health insurance products. In turn, Broker’s designated trainer is responsible to provide that training with regard to Golden Rule’s health insurance products to all other persons involved in Broker’s marketing of Golden Rule’s health insurance products.

(b) Broker, Broker’s employees, and Broker’s agent must:

 

(i)

Transmit any Applications and gross consideration received by Broker to Golden Rule at its designated office within three working days.

 

(ii)

Submit Applications only when Broker or Broker’s employee or agent is licensed and appointed to sell that type of insurance product in the state where the applicant resides.

 

(iii)

Not make any representations about the designated products, except those representations contained in the sales literature and advertising material provided by Golden Rule or previously approved by Golden Rule in writing.

(c) Broker will utilize Golden Rule-supplied rate calculation computer programs or another mutually agreeable format to derive rates quoted to prospective applicants.

Broker and Golden Rule will agree to proper site hosting of materials to the extent possible. Golden Rule’s sites will be used to host sales materials to facilitate maintaining currency.

Broker must incorporate Golden Rule’s product premium rate changes within [***] days of notification of the changes by Golden Rule, so long as Golden Rule timely provides the necessary information and timely conducts its verification activities.

(d) Broker will make available to Golden Rule specific site addresses that can be accessed by Golden Rule personnel to determine the accuracy of materials being offered. Also, Broker will permit Golden Rule [***] to Broker’s [***] so that Golden Rule personnel can test for the use of the proper version of [***].

 

[***]

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

 

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3. Marketing Compliance Responsibility.

In all communications with third parties, including site visitors and applicants for insurance, Broker has complete and sole responsibility for ensuring that all applicable federal and state insurance and other laws and regulations are complied with in all applicable jurisdictions. This responsibility includes compliance with all applicable laws and regulations governing Internet and insurance marketing, advertising, and market conduct activities in connection with health insurance products.

Broker will ensure that Broker’s Internet site will not contain representations concerning Golden Rule’s health insurance products except for those representations contained in the sales literature, advertising material, or insurance policy provided or specifically pre-approved by Golden Rule.

4. Available Products.

The health insurance products available to the Broker for marketing will be designated from time to time by Golden Rule in its sole discretion. The products initially available to Broker are listed in Appendix 1. Later addition or deletion of products by Golden Rule will take effect [***] days after Golden Rule provides Broker with written notice of the addition or deletion. If the addition or deletion is necessitated by a change in the legal or regulatory environment, then an earlier effective date may be designated.

5. Use of Name, Service Mark, and Product Names.

Broker may not use Golden Rule’s name, service marks, or health insurance product names in any visual or electronic form unless Broker has first obtained written authorization to do so. For any specific use authorized by Golden Rule, Broker must again obtain Golden Rule’s advance written authorization if that use is changed in any way following the initial authorization. Broker must retain throughout the term of this Agreement and for [***] years thereafter,

 

(1)

a [***] copy of [***] electronic item that it creates,

 

(2)

documentation of the [***] of its [***] to Golden Rule’s [***],

 

(3)

any advertisement or promotional item, and

 

(4)

any printed materials

that contain Golden Rule’s name, service mark or health insurance product name. In Golden Rule’s discretion, it may direct Broker to immediately remove any electronic material available to the public that displays Golden Rule’s name, service mark, or health insurance product name even if Golden Rule had previously authorized the item.

 

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CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

 

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Golden Rule will retain dated electronic copies of the data contained in each page in its web site to which Broker links, so long as Broker has timely notified Golden Rule of those links.

6. Limitations on Authority.

Broker, Broker’s employees, and Broker’s agents may not represent to any person or entity that Broker represents Golden Rule for any purpose other than those purposes described in this Agreement. Golden Rule does not delegate to Broker any authority or responsibility to make policy or judgment decisions for or on behalf of Golden Rule. Broker will not accept any responsibility, interpret any insurance policy provision, give advice, or prepare any documents related to the administration of any policy issued as a result of an Application. Broker is not authorized to extend the time for payment of any premium, waive or extend any obligation or condition, or receive any money due Golden Rule.

7. Golden Rule Information.

All confidential information furnished to Golden Rule by Broker must be held secure and may not be disclosed to third persons. Confidential information (original and all copies) must be returned to Broker upon demand or upon termination of this Agreement. Confidential information is: (1) Broker’s [***], and (2) any information marked “Confidential” by Broker in 16 point type.

All confidential information furnished to Broker by Golden Rule must be held secure and may not be disclosed to third persons. Confidential information (original and all copies) must be returned to Golden Rule upon demand or upon termination of this Agreement. Confidential information is: (1) Golden Rule’s rate scenarios and solutions for rate scenarios, and (2) any information marked “Confidential” by Golden Rule in 16 point type.

Marketing and rate information is proprietary. No proprietary information may be distributed by Broker except in furtherance of Broker’s marketing of Golden Rule’s individual health products. All proprietary information (original and all copies) must be returned to Golden Rule on demand or on termination of this Agreement.

Broker will not disclose Golden Rule’s rates including those in electronic form to anyone other than persons who access Broker’s Internet site requesting an individual health coverage premium rate specific to that person’s personal circumstances.

Broker will not disclose to third parties any aggregate or specific data regarding site activity specifically relating to Golden Rule.

 

[***]

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

 

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8. Application Suspension.

Golden Rule in its discretion may suspend acceptance of Applications upon [***] days advance notice to Broker. If legal or regulatory conditions require suspension of Application acceptance will take effect immediately upon notice.

9. Compensation.

For business issued as a result of applications submitted by Broker, Broker’s employees, or Broker’s agents (“Applications”), Golden Rule will pay to Broker a commission in accordance with the commission schedule in Appendix 1. For Applications submitted in a jurisdiction in which Broker is not properly licensed and appointed, Golden Rule will instead pay the commission to the properly licensed and appointed employee or agent.

The percentages listed in Appendix 1 are percentages based on premiums actually received by Golden Rule on business issued in response to Applications. Golden Rule at any time may increase or decrease the commission by providing at least [***] days notice. This change in commission will apply to policies dated on or after the effective date of the change established by Golden Rule. No change in commission will be made during the [***] [***] of this Agreement.

With regard to any specific payment of commissions, Broker must notify Golden Rule of any dispute regarding that payment within [***] days or else be barred from disputing that payment.

Golden Rule may set-off against any compensation due under this Agreement for any debts to Golden Rule from Broker. After the first year of this Agreement, if the amount of compensation earned and payable to Broker in any month is less than [***] dollars ($[***]) Golden Rule may accumulate that compensation without interest from month to month until the amount due and payable is [***] dollars ($[***].00).

If Golden Rule refunds premium on any policy resulting from an Application for any reason, Broker shall repay Golden Rule the amount of all compensation received by Broker or Broker’s employees or agents related to the returned premium.

This provision will survive termination of this Agreement.

10. Reports.

At Golden Rule’s request, Broker will provide the following aggregate data to Golden Rule in a [***] [***] form. Broker need not provide this data more than [***] annually. Broker need not provide the data, even if Golden Rule requests it, until after the first month in which Broker submits at least [***] [***] to Golden Rule. Broker, however, is not required to provide Golden Rule the [***] or the [***] of [***] for which Site visitors [***] a [***] or an [***].

 

[***]

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

 

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Data to be provided:

 

a)

[***] [***] by all [***] collected by Broker, including but not limited to [***].

 

b)

The [***] taken by [***] who [***] a [***] for Golden Rule products but did not request an [***], including:

 

1)

Whether the [***] requested an [***] from [***] [***] [***], including type of [***] for which an [***] was requested);

 

2)

Whether the [***] [***] without requesting any [***] and

 

3)

The difference in [***] between the [***] [***] and the [***].

 

c)

Other [***] ordinarily collected by [***] regarding [***] and [***].

11. Notice of Suit or Regulatory Action.

Each party will immediately notify the other of any notice of regulatory action, lawsuit, or any other complaint, inquiry, claim, or other correspondence related to a policy issued as a result of an Application.

This provision will survive termination of this Agreement.

12. Applicable Law.

This Agreement shall be governed by the laws of the state of Illinois without application of its conflict and choice of laws provisions.

13. Indemnification.

Broker will indemnify and hold harmless Golden Rule, its officers, directors, employees, and agents from and against any and all liability, damages and expenses whatsoever directly or indirectly resulting from any claim or demand arising out of in part or in whole from the acts or omissions of Broker, its employees or its agents in connection with this Agreement or in breach of any term of this Agreement. However, if a portion of the liability is adjudged attributable to Golden Rule, Golden Rule will itself retain responsibility for that portion of the liability.

Golden Rule will indemnify and hold harmless Broker, its officers, directors, employees, and agents from and against any and all liability, damages and expenses whatsoever directly or indirectly resulting from any claim or demand arising out of the administration of any policies issued as a result of Applications submitted by Broker, Broker’s employees or Broker’s agents.

 

[***]

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

 

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However, if a portion of the liability is adjudged attributable to Broker, Broker will itself retain responsibility for that portion of the liability.

This provision will survive termination of this Agreement.

14. Arbitration.

If any disputes or differences of opinion arise between Golden Rule and Broker, the parties must designate a high-ranking official authorized to make decisions on the company’s behalf to engage in good faith discussions for the purpose of reconciling the dispute or difference of opinion.

If this effort has been unsuccessful after [***] days, the dispute will be submitted for binding arbitration before a panel of three arbitrators in accordance with the Commercial Rules of the American Arbitration Association. The panel members must be disinterested current or former executive officers of insurance companies writing medical expense insurance. All arbitration hearings shall take place in San Francisco, California unless another location is agreed to by the parties.

This provision will survive termination of this Agreement.

15. Term.

This Agreement is effective on October 1, 1999, and shall continue in effect for [***] year unless terminated earlier in accordance with this Agreement.

16. Termination.

Upon termination, the rights and obligations of the parties shall also terminate except for those provisions designated as surviving termination. After termination, each party shall reasonably cooperative with the other to transfer necessary information and records to the other regarding the activities conducted under this Agreement.

During the initial term, either party may terminate this Agreement if the other party breaches any of this Agreement’s provisions. In this circumstance, the effective date of the termination shall be [***] days after the non-breaching party provides notice to the breaching party and the breaching party fails to cure the breach within that [***] days.

Until all policies issued as a result of Applications have terminated, Broker shall receive any compensation due related to those policies so long as at least [***] dollars ($[***]) compensation is due in any calendar year and so long as Broker remains agent of record for those policies.

 

[***]

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

 

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If either party becomes bankrupt or insolvent, the other party may immediately terminate this Agreement after providing written notice to the bankrupt or insolvent party.

After the initial term this Agreement shall continue until either party provides [***] days notice of termination.

17. Notice.

Any notices required to be given under this Agreement must be given, return receipt requested, by U.S. Mail or reputable courier service. Notices must be directed as indicated below or as directed from time to time by either party.

 

To:

EHealthInsurance Services, Inc.

c/o Vipool M. Patel, CEO

1390 Borregas Avenue

Sunnyvale, CA 94089

 

To:

Golden Rule Insurance Company

c/o [***], Vice President

7440 Woodland Drive

Indianapolis, IN 46278-1719

18. Assignment.

Neither party may assign this Agreement except with the advance written approval of the other party which approval may not be unreasonably withheld.

19. Amendment.

Neither party will be bound by any statements made by the other party unless the statement is reduced to writing and signed by an officer of both parties.

This Agreement is accepted and agreed to by the parties as evidenced by the signatures below of the authorized representative of each.

 

GOLDEN RULE INSURANCE COMPANY						EHEALTHINSURANCE SERVICES, INC.
By:		[***]				By:		/s/ Vipool M. Patel
		[***]						Vipool M. Patel
		Vice President						CEO
Date: 11/12/99						Date: 11/22/99

 

[***]

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

 

Page 8

APPENDIX I

TO THE AGREEMENT

BETWEEN

GOLDEN RULE INSURANCE COMPANY

AND

EHEALTHINSURANCE.COM

VOLUME INCENTIVE PROGRAM

PRODUCT AND COMMISSION SCHEDULE

(For Issue Age under Age 60):

Inflation Guard ^SM, Inflation Guard II, Shared Risk^®,

Plan 80^SM, Basic Plan^SM, Plan100^®, Copay Plans,

and MSA

 

 

[***]

CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

 

1

(For Issue Age over Age 60):

Inflation Guard ^SM, Inflation Guard II, Shared Risk^®,

Plan 80^SM, Basic Plan^SM, Plan 100^®, Copay Plans,

and MSA