AGENT COMMISSION AGREEMENT

THIS AGREEMENT, dated as of ___________, (this "Agreement"), is by and

between Healthplex, Inc., a New York corporation, having offices located at 333 Earle Ovington
Boulevard, Suite 300, Uniondale, NY 11553 (the "Company"), and
________________________________, a ____________ corporation, having offices located at
____________________________________________________________________), (hereinafter
the "Agent").

RECITALS

WHEREAS, the Company conducts business in the States of New York and New Jersey as
a third party administrator;

WHEREAS, the Company, as a third party administrator and pursuant to a service

agreement, administers and handles the marketing of dental insurance plans of certain affiliated and
unaffiliated insurers (the “Insurer(s)”), as more fully set forth in Attachment A annexed hereto
and made a part hereof.

WHEREAS, the parties desire to establish a business relationship whereby the Agent shall,
on behalf of the Company, solicit applications for memberships in dental insurance plans of the
Insurer(s) within the States of New York and New Jersey;

NOW, THEREFORE, in consideration of the terms and conditions set forth below, and for
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, it is agreed as follows:

SECTION 1: RELATIONSHIP OF PARTIES

1.1 Relationship. The parties agree that nothing in this Agreement shall be construed to
establish an employee-employer relationship between the Company and the Agent, nor
shall it be construed to constitute an affiliation, partnership or joint venture. The Agent
shall be considered a contractor of the Company, and the Agent understands that the
Company will not pay or withhold from the compensation paid to the Agent pursuant to
this Agreement any sums customarily paid or withheld for, or on behalf of, employees
for income tax, unemployment insurance, social security, workers' compensation or any
other withholding tax, insurance, or payment pursuant to any law or governmental
requirement, and all such payments as may be required by law are the responsibilities of
the Agent. The Agent agrees that it will not and does not have any authority to (a) enter
into any agreements, arrangements or undertakings on behalf of or which will be
binding on the Company or Insurer(s), whether or not for the benefit of the Company or
Insurer(s), or (b) make any representation that it has, or otherwise holds out as having,
any authority to act for or bind the Company or Insurer(s), or represent that it is engaged
by the Company in any capacity other than as an agent during the Term (as such term is
defined in Section 7.1 of this Agreement), except if otherwise authorized in advance by
an executive officer of the Company in writing. Agent may enter into separate
agreements with employees, consultants or independent contractors in order to carry out
its duties hereunder, however, Agent shall have no authority with respect to such
Insurer(s) dental insurance plans other than that which is expressly granted by this
Agreement and any subsequent written agreements between the Company and the
Agent. Each party agrees to pay its own costs and expenses associated with this

F-2508BCA 1 REV. 1/22/18

 Agreement and the relationship contemplated hereby, and to be responsible to the other
for errors and omissions.

SECTION 2: AGENT RESPONSIBILITIES

2.1 Solicitation. Pursuant to the terms and conditions of this Agreement, the Agent will:
i. Diligently solicit memberships in Insurer(s) individual or group dental
insurance plans at the rates established by the Company or the Insurer(s)
and/or set forth in any addenda hereto, as amended from time to time.
ii. Comply with all applicable federal, state and local laws applicable to its duties
as contemplated hereby, as well as the Company's and Insurer(s) rules and
regulations as to application, completion and submission, as amended from
time to time.
iii. Represent to members and potential members the nature and scope of
membership benefits only by means of the written material furnished to the
Agent by the Company on behalf of such Insurer(s) from time to time and the
Agent shall not, under any circumstances, represent membership benefits other
than as set forth in such materials.
iv. Provide written disclosures pertaining to the Agent's compensation to all
prospective insureds prior to the sale of a plan or policy.
v. Not alter or waive, orally or in writing, any of the membership terms or
conditions set by the Company and/or the Insurer(s).
vi. Take no action and make no representation prejudicing the Company's right to
determine an applicant's acceptability or subsequent benefits underwritten
through the Insurer(s).
vii. Have no authority to bind coverage or issue contracts, policies, endorsements
or cancel notices.
viii. Comply with the professional ethical standards governing the solicitation,
sales and servicing of the dental insurance plans administered by the
Company.

2.2 Communication. The Agent shall (a) transmit to the Company only those applications
made by, or on behalf of, membership applicants which the Agent reasonably believes
are true and complete and (b) inform applicants that they will be eligible for
membership only after the Company has received and reviewed their application and
sent them written notice of acceptance. Agent shall promptly transmit to each
individual or group for which Agent is responsible all communications and documents
sent to the Agent by the Company for such individual or group.

2.3 Funds. The Agent shall accept and promptly issue receipts for all initial subscription
charges paid by group and individual applicants and immediately remit to the
appropriate payee, without combining with the Agent's own funds, (without any
deduction or setoff of any kind). In connection with the foregoing, the Agent shall not
accept any payment of any kind with respect to any of Insurer(s) dental insurance plans
from an applicant, or subscriber, which cites as the payee anyone other than the
Insurer(s) (or the Company as administrator).

2.4 Records. The Agent shall maintain complete records of all transactions as to
membership applications the Agent receives or transmits, together with any and all
other records required by federal, state and/or local governmental agencies. The
Company shall have the right to inspect and review these records at any time and the

F-2508BCA 2 REV. 1/22/18

 Agent shall maintain these records as long as this Agreement remains in force, subject
to Section 8.5 hereof.

2.5 Reports. The Agent shall be solely responsible to prepare and submit all reports and
returns required of Agent by any governmental statute or regulation now or hereafter in
force, and keep copies thereof accessible to the Company pursuant to Section 2.4 above.
The Agent shall timely pay all applicable taxes, contributions, and other sums levied or
assessed on Agent because of activities hereunder or because of commissions paid by
the Company. All records and reports are the property of the Company, and shall be
deemed "Materials" (as such term is defined in Section 8.5 hereof) and shall be subject
to all terms and provisions of Section 8.5 hereof.

2.6 Hold Harmless. The Agent shall fully indemnify and hold harmless the Company and
Insurer(s) and the Company's and Insurer(s) representatives, officers, directors,
shareholders subsidiaries, and any related persons (collectively, the "Indemnified
Persons"), and will reimburse the Indemnified Persons for any loss, liability, claim,
damage, expense (including costs of investigation and defense and reasonable attorneys'
fees and expenses) or diminution of value, including the advancement of expenses,
whether or not involving a third-party claim arising from or in connection with: (a) any
breach of any representation, warranty, covenant or obligation of the Agent in this
Agreement or in any other certificate, document, writing or instrument delivered by the
Agent pursuant to this Agreement and/or (b) any operations of the Agent including, but
not limited to, any third-party claims brought against the Agent.

2.7 Material. The Agent shall treat all printed matter, application blanks, and completed
applications as administered by the Company and as property of the Insurer(s) subject at
all times to the Company's control and discretion. The return and/or destruction of such
materials shall be governed by Section 8.5 below.

2.8 Errors and Omissions Insurance. At all times during the Term of this Agreement, the
Agent shall maintain Errors and Omissions insurance in an amount not less than
$1,000,000 per claim. Upon request by the Company, the Agent shall furnish the
Company and Insurer(s) with proof of coverage in its favor, satisfactory to Company,
for such amount as the Company deems necessary.

2.9 Change of Address. The Agent shall send to Company written notice ten (10) days in
advance of any change in Agent's address. Upon failure of agent to notify Company of
such address change, Company may discontinue sending commission checks and
terminate this Agreement. Any commission not claimed within one (1) year of
termination of the Agreement will be forfeited and become the property of the
Company.

2.10 Status of Agent. Throughout this Agreement, the term "Agent" shall include any
"Licensed Broker" of the Agent, as such term is defined under the laws of the state(s)
or jurisdiction wherein the Agent solicits sales of any dental insurance plans. As a
material inducement for the Company to enter into this Agreement, the Agent represents
and warrants that:
i. The Agent does business as an independent contractor or agency employee at
the address set forth below.
ii. The Agent is duly licensed as such under the laws of the state where the
address is located under the laws of the state where the agent performs
obligations under this Agreement. The Agent shall at all times maintain such
F-2508BCA 3 REV. 1/22/18
 license during the Term of this Agreement. The Agent shall provide its license
as listed on Attachment D as annexed hereto and made a part hereof.
iii. No license issued to the Agent by any government authority for the sale of any
type insurance, prepaid health care, or hospital, or professional benefits
agreement has ever been revoked or suspended.
iv. None of the Licensed Brokers of Agent have been convicted of any crime
involving moral turpitude.
v. Agent agrees to notify Company immediately of any expiration, termination,
suspension or other action by any Department of Insurance or any other
governmental agency affecting license or appointment in any state which the
Agent is contracting to do business pursuant to this Agreement.

SECTION 3: APPROVAL OF BUSINESS

3.1 Discretion to Approve/Continue Coverage. Insurer(s) have no obligation to accept

any application for coverage received from the Agent or to continue any coverage
already issued by Insurer(s), except in accordance with the policy terms, as applicable.
All determinations with respect to any insurance coverage shall be made by Insurer(s) in
its sole discretion.

SECTION 4: COMMISSIONS

4.1 The Company negotiates unique offerings from a variety of insurance earners, and other
providers, that constitute an exclusive Company offering. In exchange for the Agent's
marketing of this package, enrolling Insurer(s) members, servicing the account,
renewing the enrollment at least annually, and assisting member employers in
complying with the rules and guidelines established by the Insurer(s), the Company
hereby agrees to provide compensation to the Agent as commissions under
Attachment A, annexed hereto (the "Commission Schedule"). The Company shall
have the right, at any time and from time to time in its discretion, to assign or delegate
its obligation to make payments to the Agent to any affiliated entity including, but not
limited to, the Insurer(s). In the event there is more than one Agent identified as the
Broker of Record (“BOR”) for a specific policy or contract, the Commission due from
the Company or Insurer(s) to all Agents shall not exceed the total amount due as if there
was one Agent.

Said compensation will be paid no less than 20 days after the end of the each month
either through direct deposit or check sent by USPS to the Agent directly. Such
commission paid shall be based on the number of members the premium represents that
is collected by the Company during the previous month. The number of members is
determined based on members paid only for products listed in the Commission
Schedule, and does not include other products or items listed as billing or account fees.
.
4.2 Eligibility for Commissions. The parties agree that in order to be eligible for
commissions under this Agreement the Agent must:
a. Maintain a valid insurance license in any state which the Agent is contracting to
do business pursuant to this Agreement;
b. Provide the Company annually with current copies of all required appointment
certificates;
c. Maintain a policy for Errors and Omissions insurance in the amount required
under Section 2.8 under this Agreement;

F-2508BCA 4 REV. 1/22/18

 d. Notify the Company immediately of the loss of its insurance license, Errors and
Omissions insurance; and
e. Remain as a BOR for all dental plans sold under this Agreement.

4.3 Individual and Group Sales Commission Addendum. The Company will pay
commissions and renewal fees only for dental contracts whose application solicitation is
authorized by this Agreement. Unless governed by a separate commission agreement,
all commission programs are subject to the terms of this Agreement.

4.4 Re-Payment. The Agent agrees to the prompt repayment to the Company for any
compensation received for canceled policies, retroactive terminations, reduced
premiums or commissions paid in error; or commissions paid to the Agent on
subscriptions that are waived, reduced or returned. Alternatively, at the Company's
option, such commissions may be debited from the Agent's account.

4.5 Clerical Error. In the event that the Company, through inadvertent error, fails to pay
commissions to the Agent, it is agreed that regarding any claim by the Agent for
payment of such commissions, the Company shall be obligated to pay to Agent only
those unpaid commissions due and payable to the Agent during the 12-month period
(365 days) prior to the date on which the Company receives the first notice of claim.
The Agent waives any right to earned but unpaid commissions due and payable for the
Company to Agent over twelve (12) months (365 days) prior to the date on which the
Company receives the first notice of the Agent's claim for payment. Notwithstanding
the foregoing, the Agent shall not, under any circumstances (including, but not limited
to, the Agent's good-faith belief that past-due commissions are owed and outstanding by
the Company) be entitled to withhold any monies from the Company following
collection thereof from membership applicants. Any such withholding by the Agent
shall be deemed a breach of this Agreement and may, in the Company's discretion, be
grounds for immediate termination of this Agreement.

SECTION 5: ADVERTISING AND TRADEMARKS

5.1 The Agent agrees not to use any name or trademark in any advertising or promotion of
any kind without prior written approval of the Company. The Agent agrees not to use
any service mark(s), name(s) or symbol(s) either presently existing or hereafter
established without the expressed written permission of a duly authorized representative
of the Company, and will cease any and all such use immediately upon the earlier of
termination of this Agreement or the withdrawal of the Company of such permission.
No advertising promotional or informational materials prepared by the Agent under this
Agreement shall be released or disseminated without the Company's prior written
permission. Without limiting the generality of the foregoing the Agent shall obtain the
Company's prior written consent with respect to contents or text, of all brochures, cover
letters, mailer envelopes, premium notices, inserts and materials which accompany any
mailings.

5.2 Mailing lists are the confidential sole property of the Company. The Agent will not be
given access to the mailing list for any reason during the Term of this Agreement. In
the event the Agent did gain possession of or access to the mailing list, the Agent shall
return the mailing list promptly, notify the Company, and disclose the circumstances of
how the Agent gained possession, or access to the mailing list of the Company.

F-2508BCA 5 REV. 1/22/18

 The Agent may request to make mailing(s) to members of the Company, or to make
mailings to prospects of the Agent through the Company. Approval will be at the
discretion of the Company. The cost of developing, producing and any postage will be
the sole responsibility of the Agent. Agreed upon mailings will be delivered to the
Company for mailing. The Agent will be responsible to reimburse the Company for all
costs related to the mailing. Costs of the mailing will be communicated by the
Company to the Agent prior to mailing. Payment to the Company must be made prior
to the Company executing the mailing.

5.3 The Company shall have sole discretion in negotiating, selecting, contracting and
executing mailing with mail vendors.

SECTION 6: MARKETING MATERIALS

6.1 The Company agrees to provide all materials needed to market and distribute Insurer(s)
dental plans. The Agent agrees not to create or distribute any marketing material
without prior written approval of the Company. Said materials include, but are not
limited to, written, electronic, display, telemarketing, advertising, radio, television, and
Internet protocols. The Agent agrees not to develop, or use, at any time, any logo(s) or
name(s), without prior written approval of the Company. Any request for the
development or use of marketing materials, or concepts, not provided by the Company,
under this Agreement shall be submitted by the Agent to the Company for review and
approval prior to use, production, or distribution.

SECTION 7: TERM

7.1 The term (the "Term") of this Agreement shall commence as of 12:01 A.M. on the first
(1) day following the execution and delivery of this Agreement by both parties hereto.

SECTION 8: TERMINATION

8.1 The parties agree that this Agreement may be terminated by either party without cause
by delivery of 30 days advance written notice to the other. Such notice shall be
effective on the thirtieth (30th) day following the delivery date determined pursuant to
Section 11 hereof.

8.2 Upon termination, the Agent agrees to return all materials and cease all marketing of the
Insurer(s) dental plans in accordance with Section 8.5 below. Payment of commissions
on existing dental contracts shall survive termination of this Agreement, so long as the
member employer designates the Agent as their representative and the Agent meets the
conditions set forth in the Section 4.2 above and does not violate any other terms of this
Agreement. It is the intent of the Company to make commission payments to the Agent
so long as Company receives amounts sufficient to pay such commissions.

8.3 This Agreement and all Attachments attached hereto shall automatically terminate in
event of the following event(s):
i the dissolution and/or liquidation of the Agent,
ii bankruptcy, insolvency or cessation of the Agent,
iii failure to promptly provide any required data in a form acceptable to the
Company,
iv failure of Agent to deliver products and/or services sold to members as
contemplated and determined by the Company,
F-2508BCA 6 REV. 1/22/18
 v failure of the Agent to maintain the required Errors and Omissions Coverage
bonding pursuant to Section 2.8 of this Agreement,
vi The investigation of the Agent (or the indictment of any of the Agent's
employees and/or Licensed Brokers) of negligence, fraud or embezzlement,
vii Failure of the Agent to comply with applicable federal, state and/or local
licensing requirements,
viii Misrepresentation on the part of the Agent, and/or the Agent's employee(s) or
Licensed Brokers, as deemed to occur in the Company's reasonable judgment,
ix Revocation, cancellation, or suspension of the Agent's license.

8.4 In the event of termination of this Agreement, the Agent shall complete the processing
and delivery of all applications and services under the Agreement which were received
prior to the termination of this Agreement, but the Agent shall have no obligation to:
i Complete the processing and delivery of any such requests upon its
determination that the eligible member has failed to provide funds for payment
of billing due.
ii Process requests for orders presented to it after termination of the Agreement.

8.5 All forms, marketing materials, applications, advertising materials, membership records
and any other information (collectively, the "Materials") designed and printed by the
Company or utilized by the Agent in furtherance of its duties hereunder are deemed to
be the property of the Company and shall be returned at the Agent's expense
immediately following termination (or upon the delivery by the Company of a written
demand to this effect). The Materials shall include, without limitation, Agent Reference
Manuals, underwriting guidelines and procedures, applications, promotional materials
and other documents related to the Insurer(s) dental plans or as described under this
Agreement. Upon the termination of this Agreement for any reason (or upon the
delivery by the Company of a written demand to this effect), the Agent shall either (a)
immediately destroy all of the Materials and provide the Company with a written
certification as to the destruction of the Materials, or (b) return all of the Materials to the
Company and provide the Company with a written certification stating that all of the
Materials have been returned.

SECTION 9: CONFIDENTIALITY; NON-SOLICITATION

9.1 Confidentiality. Each of the Agent, its affiliates and subsidiaries, and Licensed
Brokers, employees, consultants and independent contractors in their respective
individual capacities (collectively, the "Agent Parties"), recognize and acknowledge
that the business and financial records, Trade Secrets, private processes, database,
products and confidential methods of operations of the Company and Insurer(s) as they
may exist from time to time, and the identity of and information about members,
potential members, referral sources, and vendors (collectively, the "Confidential
Information"), are valuable, special and unique assets of the Company and Insurer(s),
access to and knowledge of which are essential to the performance of the duties of the
Agent hereunder. The Agent therefore agrees that none of the Agent Parties, during or
at any time after the termination of this Agreement, disclose any of the Confidential
Information to any person, firm, corporation, limited liability company, partnership,
association or other entity for any reason or purpose whatsoever, except in connection
with the performance of their duties hereunder, nor shall they make use of the
Confidential Information for their own purposes or for the benefit of any person, firm,
corporation, limited liability company, partnership or other entity except the Company.
If any of the Agent Parties are required under a final judicial or governmental order to
F-2508BCA 7 REV. 1/22/18
 disclose any Confidential Information received from the Company and Insurer(s), then
the Agent Parties may disclose the Confidential Information provided that the Agent
gives the Company sufficient prior notice to contest such order.

9.2 Non-Competition; Non-Solicitation. During the term of this Agreement and for a
period of three (3) years thereafter, the Agent agrees that none of the Agent Parties
shall, directly or indirectly, employ or solicit the employment or engagement of any of
the Company's employees or of any independent contractors or suppliers that service the
Company, or interfere in any way with any such person's relationship with the
Company. During the term of this Agreement and for a period of three (3) years
thereafter, the Agent further agrees that none of the Agent Parties shall, for
itself/himself or any other person, firm or corporation, canvass, solicit or accept any
business from any of the Insurer(s) members and/or potential members, or in any way
interfere with any such person's relationship with the Company.

9.3 The existence of any claim or cause of action by the Agent against the Company shall
not constitute a defense to the enforcement by the Company of the covenants contained
in this Section 9, but such claim or cause of action shall be litigated separately.

9.4 The Agent acknowledges that the restrictions specified under this Section 9 are
reasonable, in view of the nature of the business in which the Company is engaged and
the Agent's special and unique skills, reputation and knowledge of the Company's
operations. The Agent further acknowledges that its/his services, if used by a
competitor, could cause significant harm to the Company. Therefore, the Agent
consents and agree that if any of the Agent Parties violate or threaten to violate any of
the provisions contained in this Section 9, the Company shall, in addition to such other
remedies as it may have at law or in equity, be entitled to an injunction to be issued
(without posting any bond or other undertaking) by a court or arbitrator of competent
jurisdiction, restraining and prohibiting the Agent Parties, as applicable, from
committing or continuing any violation of such provisions.

9.5 Notwithstanding anything contained in this Section 9 to the contrary, if the restrictions
specified under this Section 9 should be determined to be unreasonable in any judicial
proceeding, then the period of time, scope and area of the restriction shall be modified
by a court so that this Agreement may be enforced to the maximum extent in such area,
scope and during such period of time as shall be determined to be permitted by law.

9.6 The Agent's obligations with regard to the Confidential Information shall survive the
termination or expiration of this Agreement for a period of three (3) years. The Agent's
obligations with respect to any Confidential Information that is considered Trade
Secrets of the Company shall survive until the later of (i) the date of termination of this
Agreement, or (ii) the date on which such Confidential Information no longer
constitutes a Trade Secret of the Company, its successors, or assigns.

SECTION 10: ASSIGNMENT

10.1 This Agreement and all of the provisions hereof shall be binding upon and inure to the
benefit of the parties hereto and their respective affiliates, administrators, legal
representatives, successors and permitted assigns, but neither this Agreement nor any of
the rights, interests or obligations hereunder shall be assigned or assignable by any of
the parties hereto without the prior written consent (which consent will not be
unreasonably withheld or delayed) of the other party, except by operation of law;
F-2508BCA 8 REV. 1/22/18
 provided, however, that notwithstanding the foregoing provision, with respect to its
obligations to make payments to the Agent, the Company shall have the right to assign
or delegate its obligations to any affiliated entity from time to time in its sole discretion.

SECTION 11: NOTICES

11.1 Except as otherwise provided in this Agreement, any notices, requests, demands and
other communications required or permitted to be given hereunder shall be in writing
and shall be (i) personally delivered, (ii) transmitted by postage pre-paid first class
certified mail, (iii) transmitted pre-paid by an overnight courier for priority next day
delivery, or (iv) transmitted by facsimile or email transmission (with the confirmation
by certified mail as described below) and shall bear the address or facsimile number or
email address (as applicable) as follows:

Company: Healthplex, Inc.

333 Earle Ovington Boulevard, Suite 300
Uniondale, NY 11553
Attn: Valerie Vignola, Chief Financial Officer
Fax: (516) 228-1735
Email: VVignola@healthplex.com

Agent:

Attn:
Fax:
Email:

or to such other person or address as the parties shall furnish to the other in writing.
All notices and other communications shall be deemed to have been duly given, received and
effective on (i) the date of receipt if delivered personally, (ii) 3 business days after the date of
posting if transmitted by certified mail, (iii) the business day after the date of transmission if by
overnight delivery, or (iv) if transmitted by facsimile or email transmission, 2 business days
following transmission if it is simultaneously sent by one other method of delivery.

SECTION 12: COMPLAINTS AND LITIGATION

12.1 The Agent shall immediately notify the Company of any complaint to or from any state
agency of which the Agent becomes aware in connection with any transaction covered
by this Agreement. Any complaint letter pertaining to a product or service from any
state agency received by the Agent together with its file and detailed report on the
matter should be forwarded to the specific state agency and the Company.

12.2 Each party to this Agreement shall provide immediate notice, via email or facsimile, of
receipt of any legal process wherein the other party is designated a defendant, or which,
relates in any way to this Agreement. A copy of such legal process shall be faxed
and/or emailed immediately or sent immediately by one-day express mail to the other
party. Except to the extent a party is entitled to indemnification pursuant to this
Agreement, each party hereto shall be responsible at its own expense for defending
itself in any litigation brought against it, whether or not the other party hereto is also a
defendant, arising out of or in connection with the terms and conditions of this
Agreement.
F-2508BCA 9 REV. 1/22/18
SECTION 13: WAIVER

13.1 No waiver of any provision of this Agreement shall be deemed or shall constitute a
waiver of any provision, whether or not similar, nor shall any waiver constitute a
continuing waiver. No waiver shall be binding unless executed in writing by the party
making the waiver. The failure of either party to insist upon strict compliance with any
of the terms, covenants or conditions shall not be deemed a waiver of such terms,
covenants and/or conditions.

SECTION 14: REMEDIES

14.1 In the event suit or action is filed to enforce this Agreement or resolve any dispute
relating to or arising under this Agreement, the prevailing party shall be reimbursed by
the other party for all costs and expenses incurred in connection with the suit or action,
including without limitation, reasonable attorney fees determined at the time of the trial
and/or on appeal.

14.2 The parties agree that any legal action resulting from, arising under, out of or in
connection with, directly or indirectly, this Agreement shall be commenced in the State
of New York, County of Nassau. All parties to this Agreement hereby submit
themselves to the jurisdiction of such court, and agree that service of process on them in
any such action, suit or proceeding may be affected by the means by which notices are
to be given under this Agreement.

SECTION 15: ENTIRE AGREEMENT

15.1 This Agreement, and any attachments, schedules and/or exhibits hereto, constitute the
entire understanding between the parties pertaining to its subject matter, and supersedes
all prior and contemporaneous agreements, representations and understandings, either
oral or written, of the parties. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, oral or otherwise have been
made by any party, or by anyone acting on behalf of any party which are not embodied
herein. No supplement, modification, or amendment of this Agreement shall be binding
unless executed in writing by all the parties hereto (except with respect to the
Commission Schedule, which may be amended by the Company in its sole discretion).

SECTION 16: CONFLICT OF TERMS

16.1 In the event of any conflict between the terms contained herein and the terms contained
in any of the Attachments, or any other document delivered by either party to this
Agreement to the other party, the terms and conditions of this Agreement shall prevail.

SECTION 17: SECTION HEADINGS

17.1 The section headings used in this Agreement are solely for convenience of reference,
are not part of this Agreement, and are not to be considered in construing or interpreting
this Agreement.

F-2508BCA 10 REV. 1/22/18

SECTION 18: SEVERABILITY

18.1 The invalidity of any one or more of the words, phrases, sentences, clauses, sections or
subsections contained in this Agreement shall not affect the enforceability of the
remaining portions of this Agreement or any part hereof, all of which are inserted
conditionally on their being valid in law, and, in the event that any one or more of the
words, phrases, sentences, clauses, sections or subsections contained in this Agreement
shall be declared invalid by a court of competent jurisdiction, this Agreement shall be
construed as if such invalid word or words, phrase or phrases, sentence or sentences,
clause or clauses, section or sections, or subsection or subsections had not been inserted.

SECTION 19: CONTROLLING LAW

19.1 This Agreement shall be governed by and construed in accordance with the laws of the
State of New York, without regard to its principles of conflict or choice of law.

SECTION 20: MISCELLANEOUS

20.1 Unless otherwise prohibited elsewhere in this Agreement, the provisions of this
Agreement shall be binding upon and inure to the profit of the heirs, personal
representatives, successors and assigns of the parties.

20.2 The terms of this Agreement shall be construed according to its plain meaning and shall
not be construed against either party by reason of their having drafted any or all of this
document.

21. HIPAA

The parties agree to comply with applicable provisions of the Health Insurance Portability and
Accountability Act of 1996 and its implementing regulations (“HIPAA”), including that the
parties shall enter into and maintain the Business Associate Agreement annexed hereto as
Attachment C and incorporated herein throughout the term of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.

Healthplex, Inc. [Agent]

By: ______ By:

Name: Name:

Title: Title:

F-2508BCA 11 REV. 1/22/18

 ATTACHMENT A

INSURERS

[AGENT] may sell dental plans that are underwritten by the following companies:

Healthplex Insurance Company (“HIC”)

Dentcare Delivery Systems, Inc. (“Dentcare”)

International Healthcare Services (“IHS”)

F-2508BCA 12 REV. 1/22/18

 ATTACHMENT B

COMMISSION SCHEDULE

EFFECTIVE DATE of SCHEDULE: January 1, 2017 or the Agreement Effective Date (whichever
is later).
The purpose of this Attachment is to set forth the commission schedules to be effective under this
Agreement. Unless otherwise negotiated and approved by Healthplex Inc., this schedule
supersedes all other commission schedules, in any other form, for business applied for on or after
the effective date of this commissions schedule.
Healthplex, Inc. is a dental insurance administrator for all plans underwritten by the Insurer(s) as
defined in Attachment A. Agent’s commission may vary by underwriter or product as noted
below.

Healthplex Insurance Company (HIC) Underwritten Group Plans

Group Dental Annual (Eligible) Premium New Business Compensation

Up to $15,000 10%
$15,001 - $25,000 10%
$25,001 - $50,000 10%
$50,001 - $150,000 10%
$150,001 - $250,000 10%
Over $250,000 Negotiated

Dentcare Delivery Systems, Inc. (Dentcare) Underwritten Group Plans

Group Dental Annual (Eligible) Premium New Business Compensation

Up to $25,000 10%
$25,001 - $150,000 10%
$150,001 - $250,000 10%
Over $250,000 Negotiated

International Healthcare Services (IHS) Underwritten Group Plans

Group Dental Annual (Eligible) Premium New Business Compensation

Up to $25,000 10%
$25,001 - $150,000 10%
$150,001 - $250,000 10%
Over $250,000 Negotiated

Current HIC, Dentcare and IHS business with a renewal after the effective date of this commission
schedule will maintain the commission rate from the prior period unless otherwise negotiated.
Cases with negotiated, non-standard commissions and Administrative Services Only (ASO) are not
eligible for the Agent Commission. Healthplex Inc. reserves the right, in it's sole discretion, to alter
or void the compensation programs at any time.
Notwithstanding anything herein above set forth, a group that was previously insured by HIC,
Dentcare and IHS and merely had a change in brokerage representation, shall not be deemed a
“new” group under this Schedule B.

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 ATTACHMENT C

BUSINESS ASSOCIATE AGREEMENT

This Business Associate Agreement (“Agreement”) by and between

___________________________ (“Business Associate“) and HEALTHPLEX, INC. (“Covered
Entity“) (“collectively, “the Parties”) effective as of ____________________ (“Effective Date”),
is entered into pursuant to the Health Insurance Portability and Accountability Act of 1996,
Public Law 104-191 (“HIPAA”), as amended by the Health Information Technology for
Economic and Clinical Health Act, Title XIII of Division A and Title IV of Division B of the
American Recovery and Reinvestment Act of 2009 (“HITECH”) and the regulations
promulgated hereunder including all pertinent regulation issued by the Department of Health and
Humans Services (“HHS”)(collectively, HIPAA, HITECH and any other state or federal law
relating to the protection of health information is referred to herein as “Applicable Privacy
Law”) and Personal Identifiable Information as hereinafter defined.

Applicable Privacy Law requires that the Parties enter into this Agreement in order to
protect the privacy of Protected Health Information (“PHI”) and Personal Identifiable
Information (“PII”) which either party and its employees, affiliates, agents, or representatives
may access in carrying out its obligations to each respective party.

The Parties desire to enter into this Agreement to protect PHI, PII and Confidential
Information (“CI”) and to amend any agreement between them, whether oral or written, by
executing this Agreement.

In consideration of the mutual covenants contained in this Agreement and intending

to be legally bound, the parties agree as follows:

Section 1. Definitions.

Terms used, but not otherwise defined in this Agreement shall have the same meaning as those in 45
C.F.R.§ 160.103, 164.501, and 164.402.

Specific definitions are as follows:

A. “Individual” shall have the same meaning as the term “individual” in 45 C.F.R. §
160.103 and shall include a person who qualifies as a personal representative in
accordance with 45 C.F.R. §164.502(g).

B. “Protected Health Information (“PHI”)” shall have the same meaning as the term
“protected health information” in 45 C.F.R. § 160.103 (broadly defined as information,
including demographic information, related to the past, present or future physical or
mental health or condition, the provision of health care to an individual, or the past,
present or future payment for such health care, that is created or received by both
parties and that either identifies the individual or with respect to which there is a
reasonable basis to believe the information can be used to identify the individual).

C. “Secretary” shall mean the Secretary of the Department of Health and Human Services
or his/her designee.

D. “Personal Identifiable Information (“PII”)” is any information that by itself or as part

of a combination of information specifically distinguishes an individual by unique
descriptors or identifiers. Examples of PII may include:

F-2508BCA 14 REV. 1/22/18

 • Name (in combination with • Passport Number
any of the following items) • Fax Number
• Credit Card Number • Online Identifiers
• Social Security Number • Personal Email Address
• Income Tax or Wage • Bank Account Numbers
Records or Other Financial • Birth Certificate Number
Information • Marital or Family Status
• Postal Address • Racial, National, or Ethnic Origin
• Birth Date or Age • Medical & Health Records
• Driver’s License Number • Immigration Status, Green Card or
• Personal Phone Number Documentation Number
• Mother’s Maiden Name

E. “Confidential Information (“CI”)”

Confidential information is Healthplex information, records, systems and property of

prospective and covered members, employees, providers, business associates and
other affiliates. It includes, but is not limited to, the following:
• Any information about Healthplex’s method, tactics, or strategies of conducting
business
• Financial information and records
• Client or prospective or current covered member lists, names or information
• Pricing methods
• New product ideas and prototypes
• Current and projected marketing and sales statistics and studies
• Technology, programs, developments and proposals
• Processing methods and plans
• Computer programs, designs, passwords, hardware and software
• Group, covered member and/or provider contracts and agreements

The following terms used in this Agreement shall have the same meaning as those terms in the
HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care
Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health
Information, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured PHI, PII or
CI and Use.

Section 2. Obligations and Activities of the Parties.

A. The Business Associate may not use or disclose PHI in a manner that would violate
Subpart E of 45 CFR Part 164 if done by the Covered Entity.
B. The Business Associate agrees not to use or disclose PHI, PII or CI other than as
permitted or required by this Agreement or Applicable Privacy Law, as amended from
time to time.
C. The Business Associate agrees to use appropriate safeguards to prevent use or
disclosure of PHI, PII or CI other than as permitted by this Agreement.
D. The Business Associate agrees to mitigate, to the extent practicable, any harmful effect
that is known to the Business Associate of a use or disclosure of PHI, PII or CI by the
Business Associate in violation of the requirements of this Agreement.
E. The Parties agree to report to each other any use or disclosure of PHI, PII or CI not
permitted by this Agreement of which they become aware.
F-2508BCA 15 REV. 1/22/18
 F. The Business Associate agrees to require that any agent, including subcontractors, to
whom it provides PHI, PII or CI received from, or created or received by either party,
agree to the same restrictions and conditions that apply through this Agreement to the
Business Associate with respect to such information.

G. If requested, in a time and manner reasonably designated by the Covered Entity, the
Business Associate agrees to provide access to the Covered Entity PHI, PII or CI, or as
directed by the Covered Entity, to an individual in order to meet the requirements under
45 C.F.R. § 164.524.

H. If requested, in a time and manner reasonably designated by the Covered Entity, the
Business Associate agrees to make amendments to PHI, PII or CI or a record about an
Individual as the Business Associate directs or agrees to pursuant to 45 C.F.R. § 164.526.

I. The Business Associate agrees to make internal practices, books, and records relating to
the use and disclosure of PHI, PII or CI received from, or created or received by the
Business Associate available to the Secretary, in a time and manner designated by the
Secretary, for purposes of the Secretary determining the Business Associate’s
compliance with Applicable Privacy Law.

J. The Business Associate agrees to document such disclosures of PHI, PII or CI and
information related to such disclosures as would be required for the Business Associate
to respond to a request by an Individual for an accounting of disclosures of PHI, PII or
CI in accordance with 45 C.F.R. § 164.528.

K. The Business Associate agrees to provide to the Covered Entity or an Individual, in a

time and manner reasonably designated by the Covered Entity, information collected in
accordance with this Agreement to allow the Covered Entity to respond to a request by
an Individual for an accounting of disclosures of PHI, PII or CI in accordance with
45 C.F.R. § 164.528.

L. The Business Associate agrees to implement administrative, physical and technical

safeguards (“Safeguards”) that reasonably and appropriately protect the confidentiality,
integrity and availability of electronic PHI, PI or CI as required by 45 CFR Part
164, Subpart C (“Security Rule”).

M. The Business Associate agrees to ensure that any agent and subcontractor to whom it
provides electronic PHI, PII or CI agree to implement reasonable and appropriate
Safeguards to protect electronic PHI, PII or CI.

N. The Business Associate agrees to report promptly to the Covered Entity any “Security
Incident” of which the Business Associate becomes aware; as such term is defined in
the Security Rule. At the request of the Covered Entity, the Business Associate shall
identify the following: the date of the Security Incident, the scope of the Security
Incident, the response to the Security Incident, and the identification of the party
responsible for causing the Security Incident, if known. Thereafter, upon the Covered
Entity’s request, shall provide periodic updates regarding the Security Incident.

O. The Business Associate agrees to make its policies, procedures and documents required
by the Security Rule related to Safeguards available to the Secretary for purposes of
determining both parties compliance with the Security Rule.

P. The Business Associate shall, upon request with reasonable notice from the Covered
Entity, provide the Covered Entity access to its premises for a review and
demonstration of its internal practices and procedures for safeguarding PHI, PII or
CI.
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 Q. To the extent that the Business Associate is to carry out one or more of the
Covered Entity’s obligation(s) under Subpart E of 45 CFR Part 164, it shall comply
with the requirements of Subpart E that apply to the performance of the Business
Associate’s obligation(s).

Section 3. Breach Notification Requirement.

A. In compliance with section 13402 of the HITECH Act, and 45 CFR § 164.410, as
they may be amended from time to time, the Business Associate agrees to notify the
Covered Entity of any breach of unsecured PHI, PII or CI without unreasonable delay
and in no case later than sixty (60) calendar days after discovery of breach. The
notification shall include, to the extent possible, the identification of each individual
whose unsecured PHI, PII or CI has been or is reasonably believed by the Business
Associate to have been, accessed, acquired, used, or disclosed during the breach. The
Business Associate shall provide to the Covered Entity any other available
information that is required to include in notification to the individual under 45 CFR
§ 164.404(c) at the time of the notification or as promptly thereafter as information
becomes available.

B. The Business Associate agrees to indemnify and hold the Covered Entity harmless and
pay for any and all costs associated with any breach of unsecured PHI, PII or CI
including, but not limited to: the costs of notifying Members, the Department of
Health and Human Services, and any media; providing credit monitoring; investigating
the breach; taking measures to prevent such breaches in the future; and defending
against any subsequent lawsuits.

Section 4. Permitted Uses by the Business Associate.

Except as otherwise limited in this Agreement, the Business Associate may use or disclose PHI, PII
or CI to perform functions, activities, or services for, or on behalf of, the Covered Entity as specified
in any other Agreement entered into between the Parties.

Section 5. Obligations of the Parties.

A. The Covered Entity shall notify the Business Associate of any limitation(s) in its notice
of privacy practices of the Covered Entity in accordance with 45 CFR § 164.520, to the
extent such limitation may impact the Business Associate’s use or disclosure of PHI, PII
or CI.

B. The Covered Entity shall immediately notify the Business Associate of any changes
in, or revocation of, permission by any Individual to use or disclose PHI, PII or CI to
the extent that such changes may affect the Business Associate’s use or disclosure of
PHI, PII or CI.

C. The Covered Entity shall immediately notify the Business Associate of any restriction to
the use or disclosure of Protected Health Information that the Covered Entity has agreed
to in accordance with 45 C.F.R. § 164.522, to the extent that such restriction may affect
the Business Associate‘s use or disclosure of PHI, PII or CI.

Section 6. Permissible Requests by the Parties.

The Parties shall not request each other to use or disclose PHI, PII or CI in any manner that
would not be permissible under Applicable Privacy Law if done by the other party.

F-2508BCA 17 REV. 1/22/18

 Section 7. Term and Termination.

A. Term. The term of this Agreement shall commence as of the Effective Date of this
Agreement, and shall terminate when all of the PHI, PII or CI provided by the
Covered Entity, or created or received by the Business Associate on behalf of the
Covered Entity, is destroyed or returned to each other except for any and all
information that must be maintained pursuant to any federal, state and/or local
regulatory authority. If it is not feasible to return or destroy the PHI, PII or CI,
protections are extended to such information, in accordance with the termination
provisions of this Section.
B. Termination for Cause. Upon Covered Entity’s knowledge that the Business
Associate has breached a material term of this Agreement, the Covered Entity shall:

(1) Provide an opportunity for the Business Associate to cure the breach or end the
violation and terminate this Agreement. If Business Associate does not cure the
material breach or end the violation within a reasonable period of time, the
Covered Entity may terminate this Agreement;
(2) Immediately terminate this Agreement if the Business Associate has breached a
material term of this Agreement and cure is not possible; or
(3) If neither termination nor cure is feasible, Covered Entity shall report the
violations to the Secretary.

C. Effect of Termination.
(1) Except as provided in subparagraph (2) of this paragraph, upon termination of
this Agreement, for any reason, the Business Associate shall return or destroy all
PHI, PII or CI received from the Covered Entity or created or received by
Business Associate on behalf of the Covered Entity. This provision shall apply
to PHI, PII or CI that is in the possession of subcontractors or agents of
Business Associate. Business Associate shall retain no copies of the PHI, PII
or CI, unless return or destruction is not reasonably feasible.

(2) In the event that the Business Associate determines that returning or destroying
the PHI, PII or CI is infeasible, the Business Associate shall provide to the
Covered Entity notification of the conditions that make return or destruction
infeasible. Upon mutual agreement of the parties that return or destruction of
PHI, PII or CI is infeasible, Business Associate shall extend the protections of
this Agreement to such PHI, PII or CI and limit further uses and disclosures of
such PHI, PII or CI to those purposes that make the return or destruction
infeasible, for so long as the Business Associate maintains such PHI, PII or CI.
D. State Law. If state law applicable to the relationship between the Parties contain
additional or more stringent requirements than federal law for the Parties regarding
any aspect of PHI, PII or CI privacy, then the Parties agree to comply with the higher
standard contained in applicable state law.
E. Consideration. The Parties recognize that the promises they have made in this
Agreement shall, henceforth, be detrimentally relied upon by the Parties in choosing to
continue or commence a business relationship with each other.

F. Indemnification. The Business Associate shall indemnify and hold harmless the
Covered Entity and its officers, employees, agents, and instrumentalities (the
indemnified parties) from any and all liability, losses or damages, including attorneys’
fees and costs of defense, which the Covered Party or its officers, employees, agents
or instrumentalities may incur as a result of claims, demands, suits, causes of actions
or proceedings of any kind or nature arising out of, relating to, or resulting from the
F-2508BCA 18 REV. 1/22/18
 performance of this Agreement by the Business Associate or its employees, agents,
servants, partners, principals, or subcontractors.

G. Modification. This Agreement may only be modified through writing signed by the
Parties and, thus, no oral modification hereof shall be permitted. The Parties agree
to take such action as is necessary to amend this Agreement from time to time as is
necessary for the Parties to comply with the requirements of the Privacy Rule and the
Health Insurance Portability and Accountability Act of 1996 as amended by the
Health Information Technology for Economic and Clinical Health Act of 2009
("HITECH Act"), including all pertinent regulations issued by the Department of
Health and Human Services ("HHS");

Section 8. Miscellaneous.

A. Regulatory References. A reference in this Agreement to a section in the

Privacy Rule means the section then in effect or as amended.

B. Amendment. The parties agree to take such action as is necessary to amend this
Agreement from time to time as is necessary for either parties to comply with the
requirements of Applicable Privacy Law.

C. Survival. The respective rights and obligations of either parties under Section 6C
of thisAgreement shall survive the termination of this Agreement.

D. Interpretation. Any ambiguity in this Agreement shall be resolved to permit either

party to comply with Privacy Regulations.

The parties have caused this Agreement to be executed on the date first written above.

NAME OF BUSINESS AASSOCIATE

BY:

TITLE:

DATE:

HEALTHPLEX, INC.

BY:

TITLE:

DATE:

F-2508BCA 19 REV. 1/22/18

 ATTACHMENT D

Documents to be provided by the Agent:

Independent Agent/Broker License(s)

New York and/or New Jersey

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