Prompt Title: Service agreement terms.

SERVICE AGREEMENT

This Service Agreement ("Agreement") is made effective as of [DATE] (the "Effective Date"), by and between Goodwill Financial Group, Inc., a corporation organized and existing under the laws of the State of [STATE], with its principal place of business located at [ADDRESS] ("Service Provider"), and [MEMBER AGENCY], a corporation organized and existing under the laws of the State of [STATE], with its principal place of business located at [ADDRESS] ("Member Agency").

WHEREAS, Service Provider offers services related to the marketing and sale of life and annuity products and Member Agency desires to engage Service Provider to provide such services to its clients;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. Scope of Services Service Provider agrees to provide Member Agency with marketing and sales services related to life and annuity products. Specifically, Service Provider will reach out to Member Agency clients with the intent to protect clients with appropriate life and annuity products.

2. Non-Compete During the term of this Agreement and for a period of one (1) year thereafter, Service Provider shall not, directly or indirectly, engage in any business or activity that competes with the business of Member Agency.

3. Non-Disclosure and Confidentiality Service Provider acknowledges and agrees that all information related to Member Agency's clients, including but not limited to personal and financial information, is confidential and proprietary to Member Agency. Service Provider shall not use such information for any purpose other than to provide the services contemplated by this Agreement. Service Provider agrees to maintain the confidentiality of such information and to take all necessary measures to prevent its disclosure to any third party.

4. Non-Solicitation During the term of this Agreement and for a period of one (1) year thereafter, Service Provider shall not, directly or indirectly, solicit or attempt to solicit any of Member Agency's clients, either on its own behalf or on behalf of any third party.

5. Compensation All business, renewal income generated, including business generated from all referrals, term to perm conversions will be split 50% / 50% between Service Provider and Member Agency.

6. Term and Termination This Agreement shall commence on the Effective Date and shall continue until terminated by either party upon thirty (30) days' written notice to the other party. Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term or condition of this Agreement.

7. Governing Law and Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE]. Any disputes arising under or in connection with this Agreement shall be resolved exclusively in the state or federal courts located in [CITY, STATE].

8. Entire Agreement This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties, whether written or oral.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

GOODWILL FINANCIAL GROUP, INC.

By: ____________________________ Name: __________________________ Title: ___________________________

[MEMBER AGENCY]

By: ____________________________ Name: __________________________ Title: ___________________________