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MARKETING AGREEMENT
INFINITY GROUP MARKETING, LLC

This agreement is made and entered into this _____ day of _________ 2006 between Infinity Group Marketing, LLC located at 3436 Hillcrest Ave, Suite 150, Antioch Ca 94531, herein known as “IGM” and ____________________ herein known as “___________________” for the purposes and considerations hereinafter established.

1. IGM 

It is herein understood that IGM has, fulfills and services a membership program, which under the terms and conditions advertised, allows members to receive a discount on the subscription rate on magazines and“___________________”  wishes to make the above mentioned program available to the paid customers, on a trial basis.  IGM agrees to send a letter confirming the trial membership to the above mentioned customers under the terms and conditions hereinafter stated.

2. CONDITIONS

All customers to receive a letter will have been made aware of the program, and that should they wish to continue membership, the agreed upon monthly cost will be billed annually to their credit card or checking account and have agreed to receive a trial membership.  All such customer information such as name, address, necessary credit card (including "CVV") or checking account information (including Bank name and state, DL number and issuing state) and any other needed data shall be transmitted to IGM via E-MAIL in the format provided to“___________________”.

2A.  CONDITIONS

1. As a condition of this Agreement, all customers of “___________________”  who are to receive the Initial Fulfillment Package will have been made aware of the IGM program and the fact that, should they wish to continue membership, the agreed upon monthly cost will be billed annually to their credit card or checking account.  Such customers shall also have agreed to accept a trial membership in the program.  In order to assure that these conditions are met, “___________________”shall digitally record all conversations with its customers for which“___________________” requests that IGM daily, using the protocols established by IGM and agreed to by “___________________”by this reference.  IGM will review each and every recording, if any customer is rejected by IGM, IGM will report the rejected customer to the “___________________”within 3 days and provide reasons for the rejection.
   
   
2. All customer information required for IGM to send to customers of “___________________”the Initial Fulfillment Package, including without limitation each such customer’s name, address telephone number, necessary credit card or checking account information shall be transmitted to IGM via E-MAIL in the format provided to “___________________” by IGM.  Customers for whom their credit cards or Checking Accounts are to be charged pursuant to this Agreement must also provide to “___________________” the Customer Verification Value (“CVV”) for the credit card to thus be charged.  Additionally for each checking account that is processed the customers Bank name and State and Customer Drivers License number and issuing state.  The CVV number or Banking and Drivers License information for each customer of “___________________” whose credit card or checking account may be charged pursuant to this Agreement shall be provided to IGM, together with all other data required in order for IGM to send to such customers the Initial Fulfillment Package.
   
   

3. During the term of this agreement and for one year thereafter, neither “___________________” nor any of its affiliates will not offer, directly or indirectly, to its customers a discount or rebate service for the purchase of products other than those offered by IGM, nor will “___________________” develop or offer a competing service to the IGM program to any third party.

3. CONSIDERATION

IGM will pay “___________________”a fee of  $_____ per ELIGIBLE MEMBER.  For the purposes of this Section 3, “Eligible Member” means any Member (i) who is enrolled in a particular IGM Membership Program pursuant to marketing “___________________” hereunder, (ii) who meets recorded screening guidelines (see attached amendment A) (iii) who is not already a member of such IGM Membership Program and (iv) with respect to whom the applicable initial Membership Fee of  $5.95 has not been declined when presented for payment too the applicable Credit Card issuer, merchant purchaser, or Bank.  Additionally, if all verified, screened “yes” orders turn into sales at a rate above 40%, we will bonus you an additional $_____ per verified, screened “yes”.

4. PAYMENT TERMS

IGM will pay “___________________”for all Eligible Members bi-monthly 21 days from the receipt and screened members.  Payment will be on or before the 1st and the 15th of each month for the previous month’s orders.

5. COMPLIANCE WITH LAWS

Both parties to this agreement, IGM and “___________________” represent they have and will comply with all applicable laws, federal, state, and local, both civil and criminal, which regulates each of their business activities.  Both parties agree to indemnify each other and hold each other harmless from any loss or liabilities arising out of the failure to comply with any law as prescribed herein.

6. HOLD HARMLESS AGREEMENT

Both IGM and “___________________” agree that they shall each be solely liable for any and all claims, liabilities, damages, debts, and/or losses of any type whatsoever that may arise on account of the activities of or statements made by their companies, agents, employees or subcontractors,.  Both parties agree to hold each other harmless from any and all losses.

7. TERMS AND CONDITIONS OF AGREEMENT

The term of this agreement shall be for 12 months from the date hereof and shall take effect immediately upon signing.  At the close of this agreement, it shall automatically renew for a like term unless either party has notified the other with a 30 day written notice of termination.  This agreement may be terminated by either party with cause, on thirty days, prior written notice to the other party.  If a party has materially breached this agreement, it may be terminated immediately upon notice to the breaching party.

8. ASSIGNMENT

Infinity Group Marketing, LLC reserves the right to delegate its obligations hereunder to one or more third party order processing facilities at its discretion.

9. INTEGRATION

This agreement contains the entire agreement of the parties hereto and supersedes any previous agreement whether oral or written.

10. SEVERABILITY

If any part of this agreement shall become invalid or unenforceable, it shall not affect the balance of this agreement which shall remain in full force and effect.

The terms herein agreed this ____ day of __________ 200__, by:

Infinity Group Marketing, LLC      ______________________

_______________Date           ________________Date

___________________          ____________________
Printed Name/Title                              Printed Name/Title

AMENDMENT A.
DIGITAL RECORDING GUIDELINES

Each “Potential” Member must acknowledge they have heard and agreed to the IGM approved presentation (see attached approved signed presentation).  The “potential” Member must be no younger than 18 years old, they must have a valid telephone number (cell phones are ok), they must CLEARLY say “YES” to the credit card/Bank charge (“YA” or “OK” will be rejected).