This agreement is made by and between MedExperts, a Nevada limited liability company (hereafter referred to as "MedExperts") of Reno, NV and the undersigned Partner (hereafter referred to as "Partner").

1. APPOINTMENT AND ACCEPTANCE

Subject to the terms and conditions of this Agreement, MedExperts appoints the Partner as a non-exclusive authorized distributor of the MedExperts products & services listed on the MedExperts public website located at www.medexpertsllc.com (hereafter referred to as "Products"). Partner hereby accepts such appointment and agrees that all orders for Products placed by the Partner or by the Partner’s clients with MedExperts and the relationship of the parties generally shall be subject to the terms and conditions of this Agreement.

2. RELATIONSHIP OF PARTIES

The parties shall be deemed to be solely independent contractors and this Agreement shall not be construed to create any partnership, franchise, joint venture or agency.

3. PROTECTION OF PROPRIETARY RIGHTS

a) Partner acknowledges that pursuant to this Agreement it acquires only the right to obtain the Products from MedExperts and to further provide such Products to End-Users and that no right, title or interest in or to any copyrights, trademarks or other proprietary rights relating to the Products are transferred or licensed from MedExperts to Partner.
b) Partner shall not remove, alter or cover any copyright notice, trademark or other proprietary rights notice placed by MedExperts on the Products or any portion thereof.
c) Partner shall not, without the prior written consent of MedExperts, make copies of the user manuals or the Products' software disks; make alterations in the Products; grant sublicense, leases or other rights in the Products except for licenses in the ordinary course of business as authorized by this Agreement; make verbal or media translation of the user manuals; make modifications of the Products for incompatible hardware; or make telecommunications data transmissions of the Products.
d) Partner understands and agrees that MedExperts reserves the right to market to end-users from time to time, and to market to such end-users other MedExperts products or services. MedExperts will use its best efforts in making its product line known to the industry.

4. PRICE, TERMS AND SHIPMENT: CREDIT

The prices, discounts, and terms governing payment, credit, and shipment under this Agreement shall be those which MedExperts shall publish to its Partners generally from time to time and as published shall be deemed incorporated herein by reference. MedExperts's Partner prices are subject to change at any time. MedExperts will use its best efforts notify reseller 30 days before any such price change. Partner may exercise its right below to terminate if the changes in price or other terms are unacceptable to Partner. Partner shall pay for all Products in advance or C.O.D. unless otherwise agreed by MedExperts.

5. PARTNER OBLIGATIONS

Partner shall at all times during the term of this Agreement devote its best efforts to the promotion and sale of the Products consistent with good business ethics and in a manner that will reflect favorably on the Products and on the goodwill and reputation of MedExperts. Partner shall register each end-user with MedExperts, providing MedExperts with each end-user's name and address information. Partner shall call its clients attention to the Product license agreement and shall use its best efforts to secure end-user compliance.

6. WARRANTY TO END-USER ONLY

In some cases, MedExperts may make a limited Product warranty to End-Users only and makes no warranty whatsoever to Partner. MEDEXPERTS DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MEDEXPERTS SHALL HAVE NO LIABILITY FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, ANY CLAIMS BY Partner FOR LOST PROFITS.

7. TERM AND TERMINATION

This Agreement shall become effective on the date MedExperts executes the Agreement. The mere execution and transmittal of this Agreement by Partner to MedExperts does not constitute Acceptance by MedExperts, nor does receipt by Partner of Products from MedExperts prior to Partner's receipt of a copy of this Agreement. Only a signed copy of this Agreement shall constitute legitimate Acceptance by MedExperts of this Agreement. This Agreement shall continue for a term of twelve (12) months. At the expiration of such term, this Agreement will continue to be effective until such time as either party terminates this Agreement pursuant to this Section. MedExperts may terminate this Agreement immediately upon written notice in the event of any violation of any section within this contract by Partner. Upon termination, Partner shall, if requested by MedExperts, immediately return all unlicensed and/or unopened inventory of Products to MedExperts. MedExperts shall repay Partner's direct costs of obtaining such returned Products within (60) days. Receipt by Partner of Products subsequent to termination or subsequent to the expiration of any applicable period for giving notice of termination, does not constitute a renewal or extension of this Agreement.

8. SALES LEADS

MedExperts makes no warranty regarding the quantity or quality of available sales leads. In providing sales leads to Partner, MedExperts reserves the right to use discretion based on Partner's demonstrated sales performance and client satisfaction, and retains the right to retract and redistribute leads that are not worked satisfactorily.

9. PAYMENT

Partner agrees to pay any fee(s) specified or required by MedExperts for the right to become a Partner. Partner agrees that this fee is nonrefundable.

10. LICENSE TO END-USERS

Partner has represented and MedExperts has relied on the representation that Partner is engaged in the marketing of the Products only at the functional level of a Partner providing computer products to End-Users in the United States of America THROUGH DIRECT CONTACT BETWEEN Partner's CLIENTS AND Partner's PERSONNEL for uses permitted in the Products' End-User license agreements. Prohibited activity under this Section includes, but is not limited to,
(1) rental or leasing of the Products,
(2) distribution of the Products to anyone other than END-Users,
(3) distribution of the Products outside of the United States of America, and
(4) knowingly marketing Products to an existing client of another MedExperts Partner.

11. INACTIVITY & DISMISSAL

MedExperts is not interested is working with and/or maintaining non-productive Partners, and at it discretion reserves the right to dismiss a Partner from the Partner Program, and cancel this agreement based on period of inactivity equaling or exceeding a period of 12 months. Inactivity, for the purpose of this contract, means that the Partner must add at least one new client in each successive 12 month period to remain “Active” in the Partner Program.

12. OWNERSHIP OF CLIENTS/END-USERS

All Partner clients brought to MedExperts for Products shall remain clients of said Partner. The Partner may be eligible to receive commissions from MedExperts for as long as the Partner’s clients continue using Products provided by MedExperts, and the Partner retains an “Active” status as a MedExperts Partner. At no time shall any client of Partner become a direct client of MedExperts without an express written notification from the client that client is no longer working with or refuses to work with said Partner. MedExperts reserves the right to continue providing Products to former clients of Partner. At MedExperts’ discretion, Partner may be eligible for commissions on former clients. It should be known that MedExperts has many Partners. In rare scenarios where there is uncertainty to whom a client belongs, MedExperts will make a judgment call based on what is felt to be the fairest settlement between the parties involved. The Partner agrees to comply with any decisions made in such an event.

13. COMMISSIONS

As incentive to market Products offered by MedExperts, Partners may be eligible to receive commissions based on the criteria set forth in this agreement. In executing this agreement, Partner agrees to the following:
a) Partner must have a signed copy of this agreement on file with MedExperts.
b) Partner agrees to the commission rates that are published on the secure Partner website located at http://reseller.medexpertsllc.com/.
c) Due to the volatility of the market, MedExperts reserves the right to change commission rates at any time. Changes to commission rates will be posted 30 days prior to the effective date of the rate change.
d) Partners are not eligible for commissions on sales to clients that occurred before the execution of this agreement.
e) Partner will only receive commissions on amounts PAID by clients; not necessarily the amount billed. Any commissions earned on delinquent client accounts will be charged back, or withheld from future commissions.
f) Partner must remain “Active” as described in section 11 to be eligible for commissions.

14. PARTNER INDEMNIFICATION

Partner agrees to indemnify and hold MedExperts harmless from any and all claims, damages and liabilities resulting from statements, actions, or omission of Partner, its employees or agents; or breach of this Agreement by Partner. Such indemnification shall include all reasonable legal fees and other costs incurred by MedExperts in defending such claims.

15. INTERNET MARKETING

a) Partner shall not advertise a discounted price on less than MedExperts' published price on a given product without the express written permission by MedExperts.
b) If Partner's website includes marketing information about MedExperts, Partner shall clearly state that it is not the official MedExperts website and that Partner is an independent agent

16. NON-DISCLOSURE AGREEMENT

Except as provided in this Agreement, Partner and its Clients shall not make any disclosure of the MedExperts Products (including all methods or concepts utilized in the Licensed Software), Documentation, the Training Guides, or the terms and conditions, including pricing terms, of this Agreement (“Confidential Information”) to anyone other than its employees who have a need to know and who agree in writing to keep in confidence and not disclose nor use the Confidential Information in a manner inconsistent with the provisions of this Agreement. The confidentiality obligations of Partner, and its Clients and their employees or contractors, shall survive the termination or expiration of the licenses and rights granted under this Agreement. With respect to Confidential Information provided under this Agreement, Seller agrees to:
a) restrict disclosure of the Confidential Information solely to those employees of Partner having a need to know and who have undertaken confidentiality obligations with Partner, and not disclose Confidential Information to any Third Party;
b) advise those employees of Partner of their obligations with respect to the Confidential Information;
c) use the Confidential Information only for internal evaluation to determine the feasibility of entering into a licensing, consulting, teaming or other business arrangement and not, for the benefit of any Third Party, except as may otherwise be mutually agreed upon in writing;
d) promptly inform MedExperts of any requirement or request by any Third Party that Confidential Information be disclosed pursuant to legislation, legal directive, public regulation, court decision or the like or in connection with the pursuit or defense of a claim in order to afford MedExperts an opportunity to limit or restrict such disclosure or to obtain appropriate protective/secrecy orders with respect thereto and to obtain its agreement prior to further action; and
e) upon request, Partner will return all Confidential Information in tangible form to MedExperts or destroy all such Confidential Information and provide MedExperts with a Certificate of Destruction.

17. NON-COMPETE

MedExperts and Partner agree that during the term of this Agreement neither party, nor any individual, or entity under each party's direct or indirect employment will use any techniques, business secrets or offerings learned or obtained from this arrangement to compete against the other party for a period of 2 years, or without the prior written consent of an authorized executive officer of the opposite party.

18. NON-SOLICITATION

MedExperts and Partner agree that during the term of this Agreement neither party nor any individual or entity under each party's direct or indirect employment will solicit, hire or retain as an employee or independent contractor any person who is an employee of the other party without the prior written consent of an authorized executive officer of the other party.

19. AMENDMENT AND NON-WAIVER

This Agreement contains the full understanding of the parties with respect to the subject matter hereof, and no waiver, alteration or modification of any of the provisions hereof, except for new prices, discounts and payment terms, shall be binding unless in writing and signed by authorized representatives of both parties. No course of conduct, action, or inaction on MedExperts part shall be deemed to be a waiver of any of MedExperts rights under this Agreement.

20. CHOICE OF LAW AND VENUE

Nevada law shall govern this Agreement and any disputes between the parties, and the parties agree that any litigation between the parties shall take place before Nevada courts, and the parties agree that they are subject to personal jurisdiction in Nevada.