AGENT AGREEMENT

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Each and every duty or obligation owed by EHI to “Company” under the Agreement shall be owed to such affiliate.

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Each and every right accruing “Company” against EHI under the Agreement shall accrue to, and be enforceable by, such affiliate.

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Any obligation owed to EHI by “Company” under the Agreement shall be owed solely by such affiliate; and

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Any right or claim accruing in favor of EHI under the Agreement shall be enforceable against each affiliate.

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“Company” as used in this Agreement refers jointly and severally to Blue Cross of California, any other Blue Cross company owned by WellPoint, BC Life and Health Insurance Company, UNICARE Life and Health Insurance Company, and its affiliates, as the context and circumstances may require. As used above, the term “affiliate” refers to Blue Cross of California, BC Life and Health Insurance Company, and UNICARE Life and Health Insurance Company.

1.1

“Company” and EHI shall comply with all laws and regulations applicable to their businesses, their licenses and the transactions into which they enter in connection with this Agreement.

1.2

EHI agrees that in performing under this Agreement, EHI is acting in a fiduciary capacity to “Company”. EHI will not knowingly induce, or attempt to induce, the replacement of “Company” coverage or any individuals with the coverage of another carrier, unless it is clearly in the best interests of such individuals.

1.3

This Agreement or the right to receive money under this Agreement may not be assigned by EHI without the prior written consent of “Company” which shall not unreasonably withheld, and any assignment made contrary to this provision shall be void as to “Company”. This Agreement is personal to EHI, and duties hereunder shall not be delegated or subcontracted by EHI. EHI shall not use subagents in connection with this Agreement except in strict accordance with paragraph 1.4 below.

1.4

Subject to the following, EHI may use subagents in EHI’s performance under this Agreement:

a.

EHI will inform “Company” of the identity of those Representatives whom EHI intends to use as subagents, and EHI will not use, or will cease to use, any Representative as a subagent upon the reasonable request of “Company”, and

b.

EHI will use its commercially reasonable efforts to ensure that any Representative used by EHI as a subagent in performance under this Agreement is properly licensed to act in such capacity. EHI shall, at EHI’ sole cost and expense, file whatever documents with the California Department of Insurance as are necessary for any subagent to lawfully act in that capacity. Furthermore, should

“Company” instruct EHI to discontinue the use of any subagent for a valid business reason, EHI shall be responsible, at EHI’ sole cost and expense, for filing any documents with the California Department of Insurance as may be required to properly terminate a subagent’s authority to so act.

c.

EHI shall submit to “Company” and “Company” shall promptly execute and file with the applicable state insurance regulatory authorities a Representative Application for Appointment which form shall be supplied by “Company”; no other form of application for appointment will be accepted by “Company”. EHI shall be responsible for the accuracy and completeness of such application submitted and shall ensure that each person for whom such application is submitted shall have read, understood and personally signed such application.

d.

EHI shall be responsible for the payment of any and all compensation, of whatever kind, including, but not limited to, commissions, service fees or expense allowances due to or claimed by any subagent of EHI. EHI agrees to indemnify, defend and save “Company” harmless from and against any claim for reimbursement, compensation or other payment made by a subagent of EHI.

e.

EHI shall be responsible for the appropriate training and guidance of its subagents to the extent that subagents are used in the marketing of “Company” products. EHI will be responsible to “Company” for the acts or omissions of subagents.

f.

EHI agrees that if it is required under this Agreement to procure and maintain a certain level of Errors and Omissions Insurance in a form reasonably satisfactory to “Company” such requirement shall apply to subagents. EHI shall insure that each subagent used in the marketing of “Company” products procures and maintains any required Errors and Omissions Insurance, or EHI shall include each subagent as an additional named insured under EHI’ coverage or otherwise ensure that this requirement is satisfied by each subagent used in the marketing of “Company” products.

1.5

Any notice required from “Company” under this Agreement shall be deemed given on the day such notice is deposited in the United States mail first class postage pre-paid and addressed to eHealthInsurance Services, Inc., 1150 Iron Point Road, Suite 100, Folsom, California 95630, Attn: Vice-President . Any notice required from EHI shall be deemed given on the day after such notice is deposited in the United States mail with first class postage pre-paid and addressed to Blue Cross of California, 2000 Corporate Center Drive, Newbury Park, California, 91320.

1.6

This Agreement is the entire contract between the parties on this subject matter and supersedes any and all prior understandings or agreements between the parties whether oral or in writing on this subject matter. Subject to “Company’s” right of modification set out in paragraph 6.3, no modification or amendment to this Agreement shall be effective unless it is in writing, attached to and made a part of this Agreement, and is executed by a duly authorized representative of EHI and by an officer of “Company”.

1.7

EHI expressly agrees that this Agreement supersedes any prior agreement(s) between EHI and “Company” for business placed by EHI in “Company” after the effective date of this Agreement.

1.8

In this Agreement the words “shall” and “will” are used in the mandatory sense. Unless the context otherwise clearly requires, any one gender includes all others, the singular includes the plural, and the plural includes the singular.

1.9

The fact that “Company” may not have insisted upon strict compliance with this Agreement with respect to an act or transaction of EHI shall not relieve EHI from the obligation to perform strictly in accordance with the terms of this Agreement, with regard to any other act or transaction “Company” shall at all times be entitled to expect EHI to perform strictly in accordance with the terms of this Agreement.

1.10

The fact that EHI may not have insisted upon strict compliance with this Agreement with respect to an act or transaction of “Company” shall not relieve “Company” from the obligation to perform strictly in accordance with the terms of this Agreement, with regard to any other act or transaction EHI shall at all times be entitled to expect “Company” to perform strictly in accordance with the terms of this Agreement.

1.11

EHI and Company will implement Rapid Processing in accordance with Attachment C.

2.1

EHI shall use commercially reasonable efforts to solicit from members of the general public residing in states in which “Company” is authorized to transact insurance and in which “Company” have authorized EHI to solicit on “Company’s” behalf applications for “Company” Individual Enrollment Plan programs, Small Group Plan programs and Medicare Supplement Plan programs identified in the commission schedules attached to and made part of this Agreement. EHI is not authorized to solicit on behalf of “Company”, nor will EHI earn commissions for conversion programs or any other programs that “Company” shall decline to offer through EHI. EHI shall generally perform under this Agreement as described in such administrative guidelines, bulletins, directives, manuals or the like as “Company” may publish for agents and has delivered to EHI from time to time, which do not conflict with any term or provision of this Agreement.

2.2

EHI will service “Company” members enrolled through applications submitted by EHI or assigned by “Company”. Such service will include the following:

a.

acting as liaison between the member and “Company” if requested by “Company” or the member, and including but not limited to, the following:

i.

Assisting the member to take the proper action in connection with “Company” coverage when there is a change of address, change in marital status or change in dependent status.

ii.

Assisting a family member/dependent obtain coverage when he or she is no longer entitled to coverage as a family member, e.g., when a dependent child reaches the limiting age, or upon a divorce or dissolution of marriage.

b.

maintaining a working and current knowledge of “Company” products and the ability to explain benefits and/or coverage.

For any members assigned to EHI by “Company”, EHI shall receive compensation from “Company” in accordance with the provisions of this Agreement.

2.3

EHI agrees to maintain such licenses as are necessary to transact business on behalf of “Company”. EHI further agrees to notify “Company” immediately of any expiration, termination, suspension or other action of the California Insurance Department, California Department of Corporations, any other Department of Insurance or insurance regulator, or any other government agency against or affecting said license. By entering into this Agreement, EHI represents that no license of EHI, or any director or officer of, or owner of 25% or more equity interest in, EHI has previously been subject to any suspension, termination or other disciplinary action by any governmental authority, and that EHI has never been convicted of a felony or a misdemeanor involving theft or misappropriation of monies.

2.4

EHI agrees to comply with the reasonable rules of “Company” relating to the completion and submission of applications, and to make no representation with respect to the benefits of any Plan offered by “Company” not in conformity with the material prepared and furnished to EHI for that purpose by “Company”. EHI shall use best efforts to ensure that each application is fully and truthfully completed by the applicant and the completed application fully and accurately reflects and discloses the circumstances, including the health, or persons for whom coverage is sought in the application. EHI further agrees to inform every applicant that “Company” will rely upon said health representations in the underwriting process, and that the subsequent discovery of material facts known to applicant and either not disclosed or misrepresented on the health statement may result in the rescission of any contract entered into by “Company”, and that in no event will the applicant have any coverage unless and until it is reviewed and approved by “Company” and a contract is issued, or if “Company” requires a written waiver, until the applicant agrees to accept coverage subject to the terms of such waiver. Nonetheless, “Company” understands and acknowledges that EHI may not directly speak with every applicant.

2.5

EHI is not authorized to, and agrees not to, enter into, alter, deliver or terminate any contract on behalf of “Company”, extend the time for payment of charges, or bind “Company” in any way without the prior written approval of “Company”. EHI further agrees that “Company” reserves the right to reject any and all applications submitted by EHI. “Company” will not treat applications from EHI differently from applications submitted by other agents.

2.6

Monies received by EHI for or on behalf of “Company” shall be received and held by EHI in a fiduciary capacity, shall not be commingled by EHI with personal funds of EHI, and shall be remitted to “Company” by no later than [***] ([***]) calendar days from the day of receipt by EHI.

2.7

Forms and Advertising

a.

EHI agrees to use only such material as provided by “Company” or approved in writing by “Company” before use (including billing forms, all advertising, promotional materials, reprints and enrollment forms). EHI shall not make use of any advertisement or any other material in which the name or logo of “Company”, or any service mark of “Company” is used without the “Company’s” written consent. “Company” agrees that such consent shall not be unreasonably withheld.

b.

LIQUIDATED DAMAGES: EHI agrees that any use of “Company’s” name or logo, or any service mark of “Company” will injure “Company” although the amount of damage would be difficult to determine. Therefore, should EHI fail to cure a misuse within [***] ([***]) days following notice, EHI agrees to pay “Company”, as liquidated damages and not as a penalty, $[***] for each use of “Company’s” service mark(s), name or logo without “Company’s” prior written consent plus $[***] for each day of each such unauthorized use. (For the purpose of assessing the $[***] per day per use damages, each individual unauthorized appearance of “Company’s” service mark(s), name or logo shall be a separate unauthorized appearance of “Company’s” service mark(s), and name or logo shall be a separate unauthorized use. For example, and not limiting the generality of the foregoing, each individual copy of a newspaper advertisement containing an unauthorized use published on any one day shall be a separate unauthorized use and each individual copy of any edition of a telephone directory containing an unauthorized use on each day between the initial distribution of that edition and its replacement with another edition shall be a separate unauthorized use.)

c.

INTERNET MARKETING – “Company” will have approval rights over any Internet marketing materials that use the name, logo or other identifier of “Company”. EHI will be solely responsible for the generic marketing and advertising related to the EHI website.

d.

GENERAL MARKETING – As part of this agreement, EHI agrees to design, advertise and market to promote the “Company’s” products as part of EHI’s overall marketing efforts to generate revenue for its insurer supplier partners.

2.8

EHI agrees to maintain complete records (1) of all transactions pertaining to applications submitted to and accepted by “Company”, (2) as may be required by the California Department of Insurance, or California Department of Corporations, any Department of Insurance or any other governmental entity, (3) in connection with EHI’ relationship with “Company”. Any and all records described above or as may otherwise relate to EHI’ activities in connection with “Company” business shall be accessible and available to representatives of “Company” who may audit them from time to time while this Agreement is in effect or within one (1) year after termination reasonably thereof. “Company shall notify EHI of its intention to conduct an audit no less than [***] weeks prior to the date of the audit. Any audit shall take place at EHI’s office during normal business hours. “Company” or its agents shall not copy or duplicate any records without the prior written consent of EHI. Any audit shall be conducted at “Company’s” sole expense unless the audit reveals an act of fraud by EHI.

2.9

Within [***] ([***]) days of a request by “Company”, but not later than the effective date of this Agreement EHI agrees to obtain and maintain Errors and Omissions Insurance in force in the amount of $[***] for each occurrence and $[***] general aggregate from a carrier with a Best rating of B or better and proof of which will be supplied to “Company” upon request. Once “Company” has requested that EHI obtain and maintain such insurance, the obtaining and maintenance of such insurance shall be a material

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requirement of this Agreement. Failure of EHI to obtain and maintain such insurance reasonably satisfactory to “Company”, once requested by “Company”, shall be a material failure to comply with a provision of this Agreement.

2.10

EHI agrees that “Company” has the right to discontinue, to modify, or exercise all lawful rights in connection with, any of its benefit contracts, or programs without liability to EHI by providing EHI at least [***] days prior written notice. EHI may sell only those products specifically authorized.

2.11

EHI shall seek compensation for performing under this Agreement only from “Company”. EHI is an independent contractor and shall have no claim to compensation except as provided in this Agreement and shall not be entitled to reimbursement from “Company” for any expenses incurred in performing this Agreement. EHI further agrees that to the extent of any indebtedness of EHI to “Company”, “Company” shall have a first lien, against any commissions due EHI from “Company”, and such indebtedness may be deducted at the “Company’s” option from commissions due to EHI, in the event that such action is deemed appropriate.

2.12

EHI agrees to maintain the confidentiality of any trade secret or proprietary information of “Company”. EHI’ obligations under this paragraph 2.12 shall survive termination of this Agreement. “Company” agrees to keep all trade secrets, proprietary information, agreements, financial arrangements, and technology activities of EHI strictly confidential. “Company’s” obligations under this paragraph 2.12 shall survive termination of this Agreement.

2.13

EHI will keep regular and accurate records of all transactions related to this Agreement which records shall be reserved for a period of at least [***] ([***]) years and, upon request, shall be open to examination and available for copying by “Company”. Any manuals, applications, and all supplies furnished by “Company” shall remain the property of “Company” and at the request of “Company”, said property shall immediately be returned to “Company” upon termination of this Agreement.

2.14

“Company” agrees to send, at “Company’s” sole expense, within 30 days after the date of this Agreement a training representative out to EHI’ headquarters for an initial product training session.

2.15

EHI agrees that, except for brand or product differentiation purposes stating the benefits of its own services to consumers, it will not undertake any marketing, promotion or other public messages that directly criticizes the existing broker distribution network or existing broker distribution channels used by the “Company”.

2.16

EHI will waive any start-up and/or maintenance fees for “Company” for the placement of “Company” products on the EHI website ( www.ehealthinsurance.com ).

2.17

EHI shall make available to “Company”, (a) customer data generated by consumers who apply for products offered by “Company”. EHI shall make available to “Company”, consistent with EHI’s customer privacy policies and subject to EHI’s fiduciary duties to “Company”, (b) general aggregated customer data that EHI makes generally available to health insurance carriers which offer insurance products and services through EHI. Notwithstanding anything else in this Agreement, each party agrees to comply with any and all relevant State and Federal laws, regulations, and other governmental agency guidelines relating to (i) disclosure of personal and medical information (ii) security of personal and medical information that is maintained by either party or transmitted between the parties, and (iii) insurance application related privacy issues. Each party shall negotiate in good faith an agreement for the design of screens that provide additional value-added benefits of “Company”, if such additional services are reasonably requested by “Company”.

2.18

EHI will ensure that all prospects are aware of options available to them via the Health Insurance Portability and Accounting Act.

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2.19

As part of EHI’s activities to market and sell health insurance products, including “Company’s” products, EHI may enter into marketing agreements with other parties (e.g., associations, employers and other “affinity groups”). Such agreements may include the placement or syndication of EHI’s website within another party’s site, or the placement of links from another party’s site to EHI’s website. Any such activities or agreements in any way related to or in connection with the “Company”, this Agreement, or EHI’s performance hereof shall be in strict compliance with this Agreement. Furthermore, EHI shall be responsible to “Company” for the acts or omissions of such other parties.

3.1

“Company” will pay EHI first year and renewal commissions on “Company” enrollment at the rates set out in Attachment A resulting from applications obtained by EHI, and accepted by “Company”, and in the case of any group business for which EHI has been designated Agent of Record in writing, applications obtained by EHI, and accepted by “Company”, for products “Company” has authorized EHI to market. Furthermore, “Company” reserves the right, in its sole and absolute discretion, to refuse to recognize any change in Agent of Record designation by a group having coverage with “Company” through an association having an arrangement with “Company”. If EHI submits an application for a person, or group, with prior “Company” coverage, no commission shall be payable unless prior coverage has been lapsed for at least [***] ([***]) months in the case of individual or Medicare supplement programs, or at least [***] ([***]) months in the case of group programs; except that if EHI submitted the original application, renewal commissions only shall be payable. Such commissions shall be based on the commission schedule(s) in Attachment A. After [***] months following the effective date of this contract, EHI and “Company” agree to review the commission schedule listed in Attachment A and EHI’s book of business and determine whether any adjustments to the commission schedule in Attachment A are necessary. Such modifications or replacement to Attachment A shall apply to all new enrollment with an original effective date following the effective date of modifications or replacement of Attachment A. If after [***] months following the effective date of this agreement no changes are necessary or both parties cannot mutually agree upon terms for modifying or replacing Attachment A, the commission schedule in Attachment A effective at the time this Agreement was executed will remain in effect for the duration of this agreement.

3.2

Renewal Commissions:

Renewal commissions for all products sold by EHI in connection with this Agreement shall be payable to EHI by “Company” as long as all of the following conditions are satisfied:

a.

“Company” retains the enrollment produced by EHI (such retention being at the “Company’s” option);

b.

EHI will continue to receive all commissions due on renewal business for as long as the business remains on the books and [***];

c.

At least six (6) individual and/or Medicare supplement programs, or in the case of group business at least six (6) covered employees under “Company” benefit agreements written through EHI remain in effect; and

d.

In the case of group business, no other Agent is designated in writing as Agent of Record by the group.

3.3

Assignment Rights

Assignment rights apply only to Individual Enrollment Plan Programs, and commissions on no other programs shall be assignable.

a.

If all the following conditions are satisfied, EHI may assign any or all business written under this Agreement to another licensed agent:

i.

The assignment must be in writing, permanent and irrevocable, notarized and in a form acceptable to “Company”;

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ii.

The terms of the assignment must be determined by “Company” not to prejudice the interests of “Company”;

iii.

Under the terms of the assignment the agent to whom the business is assigned must expressly agree to assume all EHI’s obligations and responsibilities to “Company” with respect to the business assigned;

iv.

The loss ratio of Agent’s business in the aggregate, and, in the case of an assignment of only a portion of Agent’s business, the loss ratio of both the portion retained and the portion assigned, must be no worse than “Company’s average loss ratio for individual plan business;

v.

The Agent to whom the business would be assigned either has a standard “Company” Individual Plans Agent Agreement in force and good standing, an e-Agent Agreement in good standing, or is acceptable to “Company”, qualifies for and enters into a standard Individual Plans Agent Agreement with “Company”;

vi.

At the time of assignment, at least six (6) individual “Company” benefit agreements written by EHI are in force in EHI’s book of “Company” business.

b.

Since any agent to whom EHI’s business may be assigned would represent the interests of “Company” with respect to said business, “Company” reserves the right to decline to approve, in its sole and absolute discretion, any assignment. In event of the sale or merger of EHI, “Company” will not unreasonably withhold assignment not withstanding subparagraph a., except that the acquiring or merging company has either a standard “Company” Individual Plans Agent Agreement in force and good standing, or an e-Agent agreement in good standing, or is acceptable to “Company”, qualifies for and enters into a standard Individual Plans Agent Agreement or an e-Agent Agreement with “Company”.

c.

Any purported assignment of, or transfer of any interest in, any or all of EHI’s business other than in strict compliance with subparagraph a. of this paragraph shall be void as to “Company” and shall be a material failure to comply with provisions of this Agreement.

3.4

“Company” will pay to EHI compensation due within thirty (30) days following the end of each calendar month based on subscription charges actually received and reconciled by “Company”, and either due or received and reconciled by “Company”, whichever is later, during the calendar month on EHI generated business, except that “Company” reserves the right to accumulate commissions until commissions due equal at least $[***]. If a return subscription charge is due on EHI generated business, “Company” will charge back to EHI the amount of commission previously paid to EHI on the amount of returned subscription charge.

Compensation payments by “Company” will be accompanied by sufficient detail to permit EHI to identify the name and address of each insured or group for which compensation is being paid, as well as the amount of premium paid by such insured or group on which the payment is based.

3.5

Except to the extent responsibility is expressly and explicitly delegated under this Agreement, “Company” shall be responsible for, and may exercise its discretion in connection with, all aspects of the underwriting and administration of any “Company” products including, but not limited to, the following:

a.

the design, benefit configuration and rates or such products;

b.

the establishment of underwriting procedures and criteria to be used in the acceptance or rejection of risks;

c.

the establishment and holding of reserves;

d.

the payment or denial of claims’; and

e.

the preparation and issuance of benefit agreements and benefit certificates.

3.6

EHI shall have the ability to use Internet, telephonic, mail and print support to market, sell and service “Company’s” products otherwise in accordance with the terms hereof.

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3.7

For maintenance purposes, “Company” shall provide EHI with updated health plan information including, but not limited to, health plan applications, rates, benefit summaries, provider directories and other content which EHI may require to comply with “Company’s” general updates for all agents. EHI recognizes that such health plan information may be preliminary and shall be subject to final approval by the relevant regulatory agencies in the states where the “Company” will offer updated health plan products. Such health plan information shall be provided to EHI no less than 30 days prior to their effective date. “Company” shall have approval rights over the health plan information, but such approval shall not be unreasonably withheld. “Company” shall permit EHI to link the EHI website to “Company’s” web pages as necessary to provide potential applicants with health plan information in a manner acceptable to “Company”.

4.1

“Company” and EHI agree to meet and confer in good faith on all matters affecting this Agreement. The parties agree that any unresolved dispute will be resolved by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association.

5.1

Neither “Company” nor EHI shall be liable to any third party for an act or failure to act of the other party to this Agreement.

5.2

EHI agrees to indemnify and save “Company”, including directors, officers, corporate affiliates, shareholders and employees “Company”, harmless from any and all liability, losses, damages, costs or expenses arising out of any and every claim, demand, lawsuit or cause of action asserted against “Company” by a third party, which claim, demand, lawsuit or cause of action results f