RECITALS

WHEREAS, Data Select Group dba Benchoice (“Benchoice”)provides insurance consulting solutions and services through Internet web site, that provides Company customers with the ability to review their insurance and benefits services through such Internet web site; and

WHEREAS, Company desires to have Benchoice implement, operate and maintain co-branded web sites on Benchoice’s server for Company customers that allows customers to view Company’s products and services through such web sites.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the payments hereafter described, and other good and valuable consideration, the adequacy of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

TERMS:

1.                    OBLIGATIONS OF THE PARTIES. 

1.1.             Duties and Obligations of Benchoice.  In connection with this Agreement, Benchoice shall have the following duties and obligations:

(a)                  Scope of Benchoice Services.  Subject to the terms of this Agreement, Benchoice will manage, host and maintain, the Customer Site(s) at such domain name as Benchoice determines, which will be accessible from the Company Site and will provide access to the Company Services.

(b)                 Customer Site Design and Development.  Benchoice shall implement the Customer Site(s) in accordance with the implementation schedule set forth on Exhibit F.  Benchoice will be responsible for maintaining and controlling the look and feel of the Customer Site. Benchoice will consult Company as to what products and services are included on the Customer Site(s) and Company shall have the right to review and reasonably approve, the  products and services included on the Customer Site(s), such approval to be deemed given if Company fails to respond to requests for any such approvals within ten (10) days of Benchoice’s request.

(c)                  Hosting.  Benchoice will host the Customer Site(s) on servers owned by Benchoice or its contractors.

(d)                 License. During the Term, and subject to the provisions of Section 1.2 of Exhibit A, Benchoice grants to Company a limited, nonexclusive, nonsublicensable, nontransferable, fully paid-up, worldwide license to display the Benchoice trademark, on the Company Sites or in or on promotional material, but only as such use is required for Company to perform as contemplated by this Agreement.

(e)                  End user Data.  Benchoice will make available month end user data reports and data files to Company.  Benchoice shall own all user data, usage and access data and any compilations of such data.

(f)                  Ownership.  Except as otherwise provided in this Agreement, as between Company and Benchoice, Benchoice retains all right, title and interest in and to all intellectual property rights embodied in the Customer Site(s).

1.2.             Duties and Obligations of Company.  In connection with this Agreement, Company shall have the following duties and obligations: 

(a)       Trademark License.  During the Term, and subject to the provisions of Section 1.2 of Exhibit A, Company grants to Benchoice a nonexclusive, nonsublicensable, royalty-free, worldwide license to use, reproduce and display Company’s Marks (including those in Exhibit D) in connection with links to or from, or in conjunction with the Customer Site(s).

(b)      Content License. During the Term, and subject to the provisions of Section 1.2 of Exhibit A, Company grants to Benchoice a nonexclusive, nonsublicensable, royalty-free, worldwide license to use, reproduce and display Company’s Content oh the Customer Site.

(c)       End User Agreement. Company shall be responsible to ensure all customers agree to and abide by Benchoices standard Terms of Use and End User Agreement attached hereto as Exhibit G.    

1.3.             Definitions.  The following definitions shall apply to the Agreement:

(a)       “Benchoice Services” means the services and products provided by Benchoice including without limitation any services related to the implementation, hosting, maintenance and operation of the Customer Site(s)

(b)      “Company Sites” means an employee benefits website with company specific employee benefits and other employee related information. 

(c)       “Company Content” means any insurance or benefits related products, services or information displayed on the Customer Sites.

(d)      “Confidential Information” means any and all information related to the services and/or business of a party that does not constitute a Trade Secret and that is treated as confidential or secret by the party (that is, it is the subject of efforts by the disclosing party that are reasonable under the circumstances to maintain its secrecy) including, but not limited to, the terms and conditions of this Agreement.  “Confidential Information” shall not include information (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party without any obligation of confidentiality.

(e)       “Customer” or “Customers” shall mean any of Company’s customers for whom Company purchases a Customer Site.

(f)       “Customer Site(s)” means the versions of the Benchoice Site designed, created and activated by Benchoice for the Company customers that provide Customer with the ability to track certain Company products and services purchased by Customer from Company.  

(g)       “Intellectual Property Rights” shall mean all rights in and to trade secrets, patents, copyrights, trademarks, as well as moral rights and other intellectual property rights, and similar rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations, however designated, relating to any of the foregoing, whether presently existing or later created.

(h)      “Link” shall mean an operational hypertext link that provides a web user the ability to navigate to and display a different web site, page or portion of a page in a web browser.

(i)        “Live” shall mean the date when the Customer Site(s) is ready to be launched and accessed over the Internet by third party users.

(j)        “Marks” means any trademark, trade name, service mark, logo, slogan, copyright and proprietary notices associated with a party’s products or services.

(k)      “Term” shall have the meaning set forth in Section 4.5 of Exhibit A.

(l)        “Trade Secrets” means all non-public information whether tangible or intangible related to the services or business of the disclosing party that (a) derives economic value, actual or potential, from not being generally known to or readily ascertainable by other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts by the disclosing party that are reasonable under the circumstances to maintain its secrecy, including, without limitation, (i) marking any information reduced to tangible form clearly and conspicuously with a legend identifying its confidential or trade secret nature; (ii) identifying any oral communication as confidential or secret immediately before, during, or after such oral communication; or (iii) otherwise treating such information as confidential or secret.

(m)     “Customer Information” shall mean all information directly or indirectly obtained from Customers accessing the Customer Site(s).

EXHIBIT A

Standard Terms and Conditions

1.                    OBLIGATIONS OF THE PARTIES.

1.1.               Additional Obligations of Benchoice

(a)                  Restrictions on Goods and/or Services Offered.  Benchoice shall not sell, offer, attempt to sell or offer, or otherwise promote in any way, through the Customer Site(s)any goods or services which are illegal, or which constitute pornographic or similarly adult-themed material, get rich quick programs, pyramid schemes, or any goods or Services which involve deceptive marketing or commercial practices.

(b)                 Standard Customer Support.  Benchoice shall provide, in a professional and workmanlike manner, and in good faith, customer support regarding the Customer Site(s) and all other technical implementation and performance issues under this Agreement.  Company hereby agrees and acknowledges that such customer support shall be accessible by Customers during the same business hours as provided to other Benchoice customers through a telephone number provided, paid for and maintained exclusively by Benchoice.

(c)                  Integration Efforts.  Both Parties acknowledge that the effectuation and completion of the Customer Site(s) shall require information from the Company.  Company acknowledges and agrees that Benchoice must receive all information requested by Benchoice in its Implementation Package in order to implement the Customer Site(s) and that Benchoice shall not be liable in any manner for any delays caused by Company’s failure to provide or delay in providing complete information required by for the Implementation Package.  

(d)                 Taxes.  Benchoice shall be solely and exclusively responsible for the payment of any and all taxes arising or that may arise out of the sale of Customer Site(s) to Company.

1.2.             Quality Control.  Each Party may from time to time request, for quality control purposes, representative samples of materials incorporating/displaying the other Party’s Marks or proprietary rights notices that are distributed or intended for distribution hereunder. If Benchoice determines that any of the foregoing does not meet Benchoice’s trademark usage policies or procedures or is inconsistent with the rights granted in this Agreement, or if Company determines that any of the foregoing does not meet Company’s trademark usage policies or procedures, then each respective Party shall have the right to require that such deficiencies be cured prior to distribution or use of such materials

2.                    FEES AND PAYMENT.

2.1.             Initial Registration Fee.  Company agrees to pay Benchoice an Initial Implementation Fee for the Customer Site(s) in the amount as set forth as in Exhibit E attached hereto.  This Implementation Fee is a one-time, non-creditable, non-refundable fee and is payable upon execution of the Agreement.  The Initial Implementation Fee includes Benchoice Services for setting up and implementing the Customer Site(s).

2.2.             Basic Maintenance Fee.  Company agrees to pay Benchoice an ongoing, monthly Basic Maintenance Fee for hosting, maintaining and operating the Customer Site(s) during the term of this Agreement in the amounts set forth in Exhibit E attached hereto. Such fees will begin to accrue upon notice to Company that the Customer Site(s) is Live.

2.3.             Special Services.  Fees for custom services are set forth in Exhibit E.

2.4.             Fee Changes.  Except as provided below, any and all fees charged in connection with Benchoice Services provided herein may be changed by Benchoice upon thirty (30) days’ advance written notice to Company, and Company’s continuation of the Benchoice Services after the thirtieth (30th) day shall be deemed to be consent to the new fee structure.  Notwithstanding the foregoing, the Basic Maintenance Fee may only be increased annually.

2.5.             Payment.  All fees hereunder shall be paid in U.S. dollars to Benchoice by check or major credit card, or by other means expressly agreed to in writing by Benchoice.  The Basic Maintenance Fee is payable each month, in advance, by major credit card or promptly upon the receipt of an invoice. 

2.6.             Late Payments.  Late payments will be subject to late fees at the rate of the lesser of one and one half percent (1.5%) per month or the maximum rate allowed by law.  If Company fails to pay fees due and owing to Benchoice within thirty (30) days following the payment due date, Benchoice shall have the right to suspend or terminate Benchoice Services without notice.  Benchoice Services will not be reinstated until Company pays all such overdue amounts.  Company agrees to pay any attorneys’ fees and/or collection costs incurred by Benchoice in collecting late payments.  Company shall be responsible for and shall pay any applicable sales, use or other taxes or duties, tariffs or the like applicable to provision of the Benchoice Services (except for taxes on Benchoice’s income).

3.                    REPRESENTATIONS AND WARRANTIES.

3.1.             Benchoice.  Benchoice represents and warrants to Company that:

(a)                  Benchoice has the corporate power and authority to enter into and perform its obligations under this Agreement; and

(b)                 Benchoice and the Customer Site(s)shall at all times comply with all local, state and federal laws, rules and regulations applicable to Benchoice, the Customer Site(s)and Benchoice’s performance under this Agreement.

3.2.             Company.  Company represents and warrants to Benchoice that:

(a)                  Company has the corporate power and authority to enter into and perform its obligations under this Agreement;

(b)                 Company shall at all times comply with all local, state and federal laws, rules and regulations applicable to Company and Company’s performance under this Agreement; and

(c)                  Company has the full right to grant or otherwise permit Benchoice to access or use any and all information required to implement and run the Customer Site(s) and to use and display the Company Content on the Customer Site(s).

4.                    CONFIDENTIALITY. 

4.1.             Restriction.  Each party acknowledges that its Company Information may be disclosed to the other party during the course of this Agreement.  Each party agrees that it shall use the other’s Company Information solely for purposes of performing its obligations under the Agreement and to take reasonable steps, which shall include, at a minimum, the steps it takes to protect its own Company Information, to prevent the duplication or disclosure of the other’s Company Information, other than by or to its employees or agents who must have access to the Company Information to perform such party’s obligations hereunder, who shall each agree to be bound by similar confidentiality obligations.  Each party agrees that if it is required by law, regulation or order of any governmental body or regulatory authority to disclose the other party’s Company Information, such disclosing party must first give written notice of such required disclosure to the other party, make a reasonable effort to obtain a protective order requiring that the Company Information so disclosed be used only for the purposes for which disclosure is required and allow the disclosing party to participate in the proceeding.  Each party shall protect the other party’s Company Information in accordance with this Section 3 during the Term and for three (3) years after the termination of this Agreement.

4.2.             Benchoice Owned Data.  All right, title and interest in and to any User Information shall be owned solely and exclusively by Benchoice.

4.3.             Treatment of Individually Identifiable User Information.  Company may sell, disclose, transfer, or rent any individually identifiable Customer Information to any third party or use such data on behalf of themselves or of any third party, without the express permission of the Customer or in contravention of the applicable privacy policy, if any, under which such information was disclosed by Customer. 

4.4.             Aggregate User Information.  Subject to the restrictions set forth in this Section  4.4, Company hereby grants Benchoice a non-exclusive, worldwide right and license to use Customer Information registered through the Customer Site(s) or otherwise using any of the Customer Site(s).

5.                    LIMITATION OF LIABILITY; DISCLAIMER; INDEMNIFICATION.

5.1.             Limitation of Liability.  IN NO EVENT SHALL EITHER PARTY OR AFFILIATE BE LIABLE TO THE OTHER PARTY OR AFFILIATE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, MULTIPLE, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), WARRANTY, GUARANTEE OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL SURVIVE AND APPLY NOTWITHSTANDING THE VALIDITY OF THE LIMITED REMEDIES PROVIDED FOR IN THE AGREEMENT.  THE LIMITATIONS SET FORTH IN THIS SECTION 5.1 SHALL NOT APPLY TO: (I) THE PARTIES’ CONFIDENTIALITY OBLIGATIONS SET FORTH IN  SECTION 4 OF THIS EXHIBIT A; AND (II) THE PARTIES’ INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 5.3 BELOW.  NOTHING PROVIDED HEREIN SHALL LIMIT THE PARTIES’ INJUNCTIVE RELIEF REMEDIES SET FORTH IN SECTION 5.4 BELOW.

5.2.             Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE BENCHOICE SERVICES, THE CUSTOMER SITE(S) OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. BENCHOICE SHALL NOT BE LIABLE TO COMPANY OR ANY THIRD PARTY FOR ANY LOSS, COST, DAMAGE OR EXPENSE ARISING FROM OR   INCURRED IN CONNECTION WITH THIS AGREEMENT OR THE AVAILABILITY, OPERATION OR USE OF THE CUSTOMER SITE(s), THE BENCHOICE SERVICES, INCLUDING WITHOUT LIMITATION, FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE SYSTEM OR THE INTERNET, TECHNICAL MALFUNCTION, COMPUTER ERROR, OR CORRUPTION OF DATA, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND RELATED THERETO. Company ACKNOWLEDGES AND AGREES THAT THE BENCHOICE SERVICES AND THE CUSTOMER SITE(S) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. 

5.3.             IN ANY EVENT, Benchoice’S MAXIMUM AGGREGATE LIABILITY TO Company, FOR ANY REASON, AND FOR ANY CAUSE OF ACTION SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY Company TO Benchoice UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE MOST RECENT EVENT GIVING RISE TO THE LIABILITY (OR IF SUCH EVENT OCCURS IN THE FIRST TWELVE MONTHS (12) OF THIS AGREEMENT, THE AMOUNT ESTIMATED TO BE PAID DURING THE FIRST TWELVE MONTHS (12)  OF THIS AGREEMENT).

5.4.             Indemnity.  Each party agrees to indemnify, defend and hold harmless the other party and its Affiliates, officers, directors, employees, agents, successors and assigns from and against any and all losses, liabilities, damages, penalties and claims and all related costs and expenses (including reasonable attorneys’ fees) related to claims made by third parties against the indemnified party alleging that the indemnifying party’s Marks or other intellectual property infringe the patents, copyrights, trademarks or service marks or other intellectual property rights of such third parties. Company agrees to indemnify, defend and hold harmless Benchoice and its Affiliates, officers, directors, employees, agents, successors and assigns from and against any and all losses, liabilities, damages, penalties and claims and all related costs and expenses (including reasonable attorneys’ fees) related to claims made by third parties against Benchoice related to the use and display of the Company Content on the Customer Site(s). Each party agrees to promptly notify the indemnifying party in writing of any indemnifiable claim.

5.5.             Injunctive Relief.  The parties hereby agree and acknowledge that violation by one party of the provisions of Section 1.2(b) of the Agreement and Section 3 of this Exhibit A may cause irreparable harm to the other party not adequately compensable by monetary damages. In addition to other relief, it is agreed that temporary and permanent injunctive relief shall be available to the parties to prevent any actual or threatened violation of such provisions as provided by law.

5.6.             Term and Termination. 

Term.  The term of this Agreement shall begin on the Effective Date and shall continue for one (1) year from the Effective Date (the “Initial Term”).  The Agreement shall automatically renew annually for another one (1) year period after the Initial Term, unless either party to this Agreement gives written notice of the party’s intent not to renew thirty (30) days prior to the conclusion of the Initial Term.

Termination.  This Agreement may be terminated by the parties as follows:

(a)                  Either party may terminate this Agreement at any time in the event of a material breach by the other party of this Agreement that remains uncured thirty (30) days after the breaching party’s receipt of written notice of the breach. 

(b)                 Either party may terminate this Agreement immediately if the other party is unable to generally pay its debts as due, or enters into or files (or has filed or commenced against it) a petition, arrangement, action or other proceeding seeking relief or protection under the bankruptcy laws of the United States or similar laws of the United States or any state of the United States;

(c)                  Company may terminate this Agreement in accordance with Exhibit D.

5.7.             Effects of Termination. Upon any termination or expiration of this Agreement, Benchoice shall immediately cancel the Benchoice Services and Customer Site(s). Within seventy two (72) hours after termination of this Agreement for any reason, each party shall: (i) purge all Marks as used in connection with this Agreement from any and all computer systems, files, or storage media within their possession or control; (ii) return to the other party any and all documents or other media embodying any use of the other party’s Marks; and (iii) certify to the other party in writing that it has complied with the foregoing obligations.  Upon any termination or other expiration of this Agreement, each of the respective licenses granted herein and all other rights of the parties under this Agreement shall terminate, except that, notwithstanding any of the foregoing, the rights and obligations under  Exhibit A’s Sections 1.4(e), 3, 4, and 5 shall continue in full force and effect.

5.8.             No Damages or Indemnification for Termination.  Neither party shall be liable to the other party for any costs or damages of any kind, including incidental or consequential damages, or for indemnification, solely on account of the lawful termination of this Agreement, even if informed of the possibility of such damages.

6.                    GENERAL PROVISIONS.

6.1.             Entire Agreement.  This Agreement, including any exhibits attached hereto, constitutes the entire understanding and agreement with respect to its subject matter, and supersedes any and all prior or contemporaneous representations, understandings and agreements whether oral or written between the parties relating to the subject matter of this Agreement, all of which are merged in this Agreement.

6.2.             Severability of Provisions.  In the event that any provision of this Agreement is found to be invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable.

6.3.             Assignment.  The Agreement and the rights and obligations hereunder may not be assigned, sublicensed, sold or otherwise transferred (including by operation of law) by Company without the prior written consent of Benchoice, which consent shall not be unreasonably withheld or delayed.  Any assignment in violation of the terms hereof shall be void and of no force or effect.  This Agreement shall be binding upon and inure to the benefit of the Parties’ permitted successors and assigns.

6.4.             Governing Law; Jurisdiction; Attorneys’ Fees.  This Agreement shall be governed by the laws of the Commonwealth of Massachusetts without giving effect to applicable conflict of laws provisions.  In the event any litigation or other proceeding is brought by either party in connection with this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to recover from the other party all costs, attorneys’ fees and other expenses incurred by such prevailing party in such litigation.  Notices.  Except as specifically provided in this Agreement, all notices required hereunder shall be in writing and shall be given by personal delivery, overnight courier service, or first class mail postage prepaid, to the parties at their respective addresses set forth below in this Section 5.5, or at such other address(es) as shall be specified in writing by such party to the other party in accordance with the terms and conditions of this Section 5.5.  All notices shall be deemed effective upon personal delivery, or three (3) business days following deposit with any overnight courier service or with the U.S. Postal System, first class postage attached, in accordance with this Section 5.5.  Notice Information:  Data Select Group, Inc. dba Benchoice to info@benchoice.com.

6.5.             Waiver.  No waiver of any provision of this Agreement, or any rights or obligations of either party under this Agreement, shall be effective, except pursuant to a written instrument signed by the party or parties waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.

6.6.             Arbitration.  The Parties shall work in good faith to resolve any disputes arising out of or related to this Agreement, or the breach thereof.  If the dispute cannot be resolved by the parties within ten (10) days after one Party notifies the other that such dispute is not resolvable, then the dispute shall be resolved by binding arbitration in the Massachusetts in accordance with the rules of the American Arbitration Association then in effect.  Except for the foregoing, the arbitrators shall apply the substantive law of the Commonwealth of Massachusetts, without giving effect to principles of conflict of laws.  The arbitrators shall each be a natural person who has never been employed either as an employee or as an independent consultant by either of the Parties, or any parent, subsidiary or affiliate thereof.  The arbitrators may upon request exclude from being used in the arbitration proceeding any evidence not made available to the other Party pursuant to a proper discovery request.  The arbitration proceeding shall be held in the Commonwealth of Massachusetts.  The cost of the arbitration shall be borne equally by the Parties pending the arbitrator’s award, and then the prevailing party in the dispute shall be entitled to receive from the other party its reasonable attorneys’ fees and costs.  Notwithstanding the foregoing, each Party shall retain all rights to enforce its rights with respect to its Confidential Information or Intellectual Property Rights hereunder in any court of competent jurisdiction, subject to Section 12.4 above.

6.7.             Headings.  The section and paragraph headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.

6.8.             Amendment.  The terms and conditions of this Agreement may not be modified or amended other than by a writing signed by both parties.

6.9.             Force Majeure.  Either party shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, internet or network interruptions, earthquake, labor disputes and strikes, riots, war, acts of terrorism and governmental requirements.  The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.

6.10.          Execution in Counterparts and by Facsimile.  The Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute but one and the same instrument.  The Agreement may be executed and delivered by facsimile and the parties agree that such facsimile execution and delivery shall have the same force and effect as delivery of an original document with original signatures, and that each party may use such facsimile signatures as evidence of the execution and delivery of this Agreement by all parties to the same extent that an original signature could be used.

EXHIBIT D

Service Levels

1.             Service Interruptions.  For the purposes of this Agreement, the following issues are defined as “Service Interruptions”:

(a)            “Complete Outage” means the Customer Site(s) is not reachable by Customers for two (2) hours or more, due to issues controllable by Benchoice; provided however, that Benchoice may perform major system upgrades and/or service maintenance on a scheduled and pre-announced basis which may put the Customer Site(s) down for up to eight (8) hours.

(b)           “Partial Outage” means the Customer Site(s) is reachable by less than ninety percent (90%) of Customers, or the response time for a 50K HTML page is greater than thirty (30) seconds during ten different requests.

(c)            “URL Errors” means any errors in URL’s, missing pages, or typos in URLs including any Benchoice error that causes Company to present an incorrect URL on the Company Site, or which causes Company to attempt to harvest information from an incorrect URL.

(d)           “Data Handling Errors” means any incorrect handling of user data, such as where an end user registers for a service that is then not delivered in the manner promoted to the end user.

2.             Response Team.  Benchoice will at all times during the Term,, and at Benchoice’s sole cost and expense, maintain a contact available to Company basis by phone and email for consultation on Service Interruption issues and to assist in the restoration of service following a Service Interruption.  Benchoice will provide Company with the names and phone numbers and email addresses of its contacts, and ensure that any changes to the contact information is provided to Company. 

3.                    Escalation Procedures.

Problem Classification.  The following three levels of problem severity classification are defined as a guide to the impact on the Company Service.

Severity 1 – Mission Critical.  Customer Site(s) have ceased to operate the functionality or the service has been severely degraded.

Severity 2 – High System Impact.  The Customer Site(s) are severely affected, but major portions continue to operate.

Severity 3 – Minor Impact.  Major functions work without problem, but minor functions cease to operate or are corrupted.

                (a)            With the exception of Service Interruptions for Internet outages caused by parties other than Benchoice or its Affiliates, the following provisions shall govern the parties’ rights and obligations in the event of Service Interruptions:

(i)            In the event of a Severity 1 problem, a Benchoice contact person will contact Company as soon as possible following Benchoice’s identification of a Service Interruption and will notify Company of the nature of the Service Interruption and the estimated time of resumption of Customer Site(s).  Benchoice will keep Company notified of progress in resolving the Service Interruption.  If the Service Interruption is estimated to last longer than thirty (30) minutes, Company will have the option, at Company’s sole discretion, of removing any links or references to the Customer Site(s)from the Company Site until such time that the Service Interruption ceases.  In the event Benchoice experiences Severity 1 problems totaling greater than 5% of total time in any six month period, Company may terminate the Agreement immediately upon written notice to Benchoice. 

(ii)           Severity 2 problems shall be managed by Benchoice in all respects identically to a Severity 1 problem.  In the event Benchoice Severity 2 problems totaling greater than 8% of total time in any six month period, Company may terminate the Agreement immediately upon written notice to Benchoice.

(iii)          Severity 3 problems shall be managed by Benchoice in all respects identically to a Severity 2 problem.  In the event Benchoice Severity 3 problems totaling greater than 8% of total time in any six month period, Company may terminate the Agreement immediately upon written notice to Benchoice.

(iv)          URL Errors and Data Handling Errors.  Company will contact Benchoice with regards to any URL Error or Data Handling Error, and Benchoice will work in a commercially reasonable manner to repair such Service Interruption.  Company may remove any links or references on the Company Site to the Customer Site(s)until such time as the Service Interruption is repaired to Company’s reasonable satisfaction.  If the URL Error or Data Handling Error is not corrected within seventy two (72) hours of first notification, Company would have the right to permanently remove any links or references on the Company Site to the Customer Site.

4.                    Version Releases.  Company agrees to accept new releases of the Customer Site(s).  Should Company choose not to accept a new software release, Benchoice’s service level obligations in Exhibit D shall be nullified.

EXHIBIT F

Benchoice Exchange Marketplace Account

Premium Site Package

1.        Definitions:

Broker – A direct customer of Benchoice

Client – A customer of the Broker that we are providing the Benchoice service for

2.        Standard Site Package

The Benchoice Standard Site Package consists of a set of standardized web pages and content. This allows Benchoice to provide the high level of service at affordable prices. We recognize that customers have unique needs and we provide a wide range of customization services on a time and materials basis.  Any custom work that we believe will take 8 or more hours to complete will be quoted for approval before any work commences.  

3.        The following lists the contents of the Benchoice Standard Site Package.

Specifications

A standard site consists of eight pages.  Each standard page is defined below. Additional pages may be added as a customization to the site package for an additional fee[1]. For each site, the client or broker may store up to 10MB of files such as enrollment forms, plan summaries, PDF coupons from the insurance provider, etc. The site is protected by a login id in the form of an email address and a password.  The customer may choose to provide each employee a unique login and password or they may choose to provide a single username and password for all employees to share.

4.        Page Links

Except for the Home Page (listed below) all pages contain an area for links to documents or other web sites related to the page.  Some links are provided with the template depending on the insurance provider.  The Client or Broker can request up to 30 links per page as part of the standard package.  The client or broker must provide the name for the link and the exact URL for the Web resource.  If the resource is a document then Benchoice can store the document locally on the MBC website.  We ask, for formatting purposes that you keep names of links to less than twenty characters if possible.

5.        Banner section

The top of each page consists of a banner area.  The banner contains:

The customer’s logo (a 128×64 GIF or JPEG image)

The customer’s website name

(optional)The Broker’s content information including name, agency, address, phone/fax, website/email

6.        Home Page

The home page consists of:

Website name

One to three sentences welcoming employees to the site.

Contact information for the HR or Benefits manager including name, phone, and email.

7.        Medical Plan

The Medical Plan Page may contain information for 1 or 2 health insurance plans. 

8.        Dental Plan

The Dental Plan Page contains information for 1 dental insurance plan. 

9.        Life Insurance Plan

The Life Insurance Plan Page contains information for 1 life insurance plan. 

10.     Retirement Plan

The Retirement Plan Page contains information for 1 retirement plan overview. 

11.     Disability Plans

The Disability Plan Page contains information for 1 short-term and 1 long-term disability plan overview. 

Long-term Disability

12.     HR Policies

The HR Page is more free-form.  It is a place for HR to post benefit-related policy links and descriptions.  Most clients use this area to display holiday schedules, vacation policies and links to other documents.