PRODUCTIVE LEARNING & LEISURE AFFILIATE AGREEMENT

AGREEMENT made by and between Productive Learning & Leisure, LLC, a California corporation ("PL&L"), and "Affiliate."

WHEREAS, PL&L is the developer, proprietor and service provider of Productive Learning & Leisure (the "Products") which are more fully described at www.productivelearning.com; and

WHEREAS, PL&L is willing to allow Affiliate to advertise and market the Product, subject to the conditions herein set forth; and

WHEREAS, Affiliate is willing to advertise and market the Product, subject to the conditions herein set forth; and

WHEREAS, Affiliate has developed over the years substantial expertise in marketing, goodwill and a list of customers, which it considers an asset of great value and which it shall use in its methods of distribution, marketing and sales.

NOW, THEREFORE, in consideration of the above and other valuable consideration, the parties hereby agree as follows:

ARTICLE I.
LICENSE
1.1. Effective as of the date of this Agreement, PL&L grants to Affiliate the non-exclusive, non-divisible, non-transferable right to advertise and market and Affiliate hereby accepts and undertakes to exercise reasonable diligence in marketing the Product using its expertise, goodwill and customer lists.

1.2. PL&L's grant to Affiliate of the license to market the Product will be only for so long as this Agreement remains in effect. If this Agreement is terminated for any reason whatsoever, Affiliate shall stop marketing the Product.

1.3. Nothing in this Agreement shall be construed to create the relationship of employer and employee between the parties hereto. Affiliate shall at all times be deemed to be an independent contractor.


ARTICLE II.
DUTIES AND COMPENSATION
2.1. Affiliate agrees to apply its marketing efforts by promoting the Product to its customers and prospects through various efforts, including but not limited to: e-mail messages, teleseminars, direct mail campaigns, fax broadcasts, website(s), seminars, blogs, and social media tools.

2.2. PL&L agrees to maintain, service and support the Product on a daily basis by providing professional hosting, maintenance and support services (Monthly Support) to customers generated through Affiliate's efforts. All services will be provided in a reasonable and timely manner.

2.3. PL&L shall process all Product orders generated by Affiliate and shall undertake all administrative functions in connection with the sale of the Product. PL&L shall also deliver the Product to customers (electronically) and provide implementation and training services.

2.4. PL&L agrees to compensate Affiliate by paying the agreed upon referral commission of 20% of initial sale price per referred lead by Affiliate that PL&L closes.

2.5. Compensation payable pursuant to this Agreement shall be paid by PL&L to Affiliate at the address indicated below Affiliate's signature at the end of this Agreement or as otherwise directed in writing. All commissions earned during a monthly period will be paid out on the last day of the subsequent month. PL&L reserves the right to delay issuance of commission checks until the balanced owed Affiliate reaches $100.00.

2.6. PL&L shall keep accurate records regarding the revenues generated from Sales of the Product under this Agreement, as well as the quantity of the Product sold through such sales. PL&L shall provide real-time reporting to Affiliate of revenues generated through Affiliate's efforts.

2.7. Any custom work or paid support services beyond the normal monthly support fees performed by PL&L for customers of Affiliate's Sales will be non-commissionable. All such revenues will be retained by PL&L.


ARTICLE III.
MARKETING MATERIALS
3.1. Affiliate may advertise and market the Product in any manner which it, in its sole discretion deems appropriate except that Affiliate shall comply with all laws in effect, and prior to the use of any marketing materials created by Affiliate, Affiliate shall furnish copies of said materials to PL&L for its approval which approval will not be unreasonably withheld. Any marketing materials created solely by PL&L or created jointly by PL&L and Affiliate may be used by PL&L in its own marketing.

3.2. Affiliate will permit duly authorized representatives of PL&L to review with Affiliate at reasonable times, the methods in which the Affiliate advertises, markets the Product and Affiliate shall, upon request of PL&L, submit to PL&L or to its duly authorized representatives, samples of its advertising and marketing materials to be used in the course of rendering the services for the purpose of ascertaining or determining compliance with this Agreement.

ARTICLE IV.
USE OF AFFILIATE'S CUSTOMER LIST AND EXPERTISE
4.1. Any customer lists, expertise or other information of a technical or business nature (the "Confidential Information") disclosed hereunder by Affiliate to PL&L with respect to the services performed is acknowledged and agreed to be disclosed on a confidential basis and is not to be disclosed to anyone outside PL&L's organization without the express authorization of Affiliate unless the Confidential Information has been made generally available to the trade. Furthermore, disclosure of the customer list shall not give PL&L any rights of ownership in the customer list. PL&L cannot use Affiliate's list for any purpose, unless authorized by Affiliate.

ARTICLE V.
TERM & TERMINATION
5.1 Except as otherwise provided herein, this Agreement shall remain in full force and effect for a period of one (1) year, and shall automatically renew each year on the anniversary date hereof. Notwithstanding the foregoing, this Agreement may be terminated by either party at any time without cause upon thirty (30) days written notice. If terminated, all compensation from Sales of the Product will be due to Affiliate.
5.2 In the event that either party fails to comply with any provision of this Agreement, the other party may terminate this Agreement by giving written notice to the defaulting party; but if the defaulting party shall correct such default to the reasonable satisfaction of the non-defaulting party within ten (10) days of the delivery of such notice, the notice shall be of no further force or effect and this Agreement shall not be terminated by such Notice.

ARTICLE VI.
WARRANTIES AND INDEMITY
6.1. Neither party makes any warranties with respect to the use, sale or other transfer of the Product by the other party. In no event will Affiliate be liable for direct, indirect, special, incidental, or consequential damages that are in any way related to the Product. Affiliate specifically disclaims any express or implied warranty, including warranties of fitness for purpose and merchantability. Affiliate assumes no liability to PL&L or third parties with respect to the services rendered by Affiliate, and PL&L will indemnify and hold harmless Affiliate against any and all claims, actions, suits, and liabilities against Affiliate involving Product. However, to the extent such claims are based on the method of marketing employed by Affiliate, Affiliate shall indemnify and hold PL&L harmless from any claims, actions, suits, liabilities, including reasonable costs of defense and attorneys' fees arising therefrom.
ARTICLE VII.
OWNERSHIP RIGHTS
7.1 Except as otherwise provided herein, this Agreement shall remain in full force and effect for a period of one (1) year, and shall automatically renew each year on the anniversary date hereof. Notwithstanding the foregoing, this Agreement may be terminated by either party at any time without cause upon thirty (30) days written notice. If terminated, all compensation from Sales of the Product will be due to Affiliate and all applicable ongoing monthly fees will be paid to Affiliate on an ongoing basis.
ARTICLE VIII.
CONSULTATION AND COOPERATIVE EFFORTS
8.1. Affiliate may from time to time request PL&L to permit technically qualified representatives of Affiliate to confer with or visit the offices of PL&L for the purpose of consulting with PL&L and studying the methods and techniques related to the use of the Product. PL&L will honor such reasonable requests to the extent as may be consistent with other demands on its facilities and on the time of its employees, it being mutually agreed that the extent to which PL&L shall comply with such requests made by Affiliate shall be left to the sole discretion of PL&L.
8.2. PL&L may from time to time request Affiliate to permit technically qualified representatives of PL&L to confer with or visit the offices of Affiliate for the purpose of consulting with Affiliate and studying the methods and techniques related to the marketing of the Product. Affiliate will honor such reasonable requests to the extent as may be consistent with other demands on its facilities and on the time of its employees, it being mutually agreed that the extent to which Affiliate shall comply with such requests made by PL&L shall be left to the sole discretion of Affiliate.


ARTICLE IX.
GENERAL PROVISIONS
9.1. Entire Agreement. This instrument contains the entire agreement of the parties. It may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.
9.2. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
9.3. Choice Of Law And Venue. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.