LICENSE AGREEMENT TERMS AND CONDITIONS

GeauxCounsel.com, LLC, a limited liability company of the State of Louisiana, is referred herein as "GeauxCounsel". YOU are the person, entity or association listed at the end of this GeauxCounsel License Agreement (hereinafter "Agreement"), engaged in the business of providing legal services.

GeauxCounsel has developed certain proprietary and other trademarked and copyrighted material referred to herein as "GeauxCounsel Materials and Products," said materials being licensed under this Agreement and more fully defined below. YOU either currently or intend to market and sell Medicaid, VA, Asset Protection, and Estate Planning Legal Services, and intend to utilize the materials licensed herein in conjunction with said Estate Planning Legal Services.

And GeauxCounsel is agreeable to the licensing of the materials to YOU under the Terms and Conditions of this Agreement as stated below. NOW, in consideration of the foregoing and the mutual agreements and promises contained in this Agreement, GeauxCounsel and YOU agree as follows:

DEFINITIONS

Acceptance means the submission by YOU of YOUR GeauxCounsel Registration Form and initial fee to GeauxCounsel and GeauxCounsel's receipt of the same.

Member, Licensed Member means YOU who is licensed by virtue of the execution of this Agreement.

Associate Member/Your Firm means any attorney in YOUR law firm other than YOU who is licensed under this Agreement and all support staff.

Customization means a change or modification to the GeauxCounsel Materials and Products requested by YOU to meet a specific business requirement.

Enhancement means a change or modification to the GeauxCounsel Materials and Products which functionally enhances them and which is intended to be included in a future Release of the GeauxCounsel Materials and Products.

Estate Planning Legal Services means any services provided by YOU for which the GeauxCounsel Materials and Products and the Know-How are used.

Know-How means any confidential, proprietary or trade secret information, technology or process owned by or in the possession of GeauxCounsel, other than the GeauxCounsel Materials and GeauxCounsel Products, and other materials and products relating to GeauxCounsel's business or to the organization, implementation and/or operation of its business in any form, including written and electronic documents.

GeauxCounsel Materials and Products shall include but not be limited to, Medicaid, VA, Asset Protection, and Estate planning material, including, but not limited to, cloud based estate planning law practice system (Contact Relations Management software, and associated automations), customized client centered document creation system (GeauxDrafter™), GeauxCounsel Business Model, GeauxCounsel Practice Tools, legal documents, GeauxCounsel Planning and Qualification Processes, marketing materials, share files, downloads, business models, systems, processes, trademarked phrases and stories, strategies, letters, office procedures, forms, tools, worksheets, focusers, reports, and all designs, marks and systems trademarked and copyrighted to GeauxCounsel.

Program means educational programs presented by GeauxCounsel or its agents, affiliates or third-parties, and further includes the GeauxCounsel Materials and Products, all trademarks identified in the GeauxCounsel Materials and Products, and other copyrighted material by GeauxCounsel.

Release means any subsequent version of the GeauxCounsel Materials and Products or any portion thereof which contains corrections, modifications, additions or Enhancements by GeauxCounsel.

YOUR Firm means the collection of attorneys and support staff that operates under the name used by YOU, whether YOU is a dba, professional corporation, professional limited liability company, partnership or any other legally recognized entity.

LICENSE GRANT; NONEXCLUSIVE

LICENSE GRANTED: Subject to the Terms and Conditions of this Agreement, GeauxCounsel grants YOU, and YOU accept, a non-exclusive, non-transferable license for the term of this Agreement to use the GeauxCounsel Materials and Products solely and exclusively for your internal business purposes relating to providing Estate Planning Legal Services.

GeauxCounsel may provide the same GeauxCounsel Materials and Products and services to others. For purposes of this Agreement, the license shall extend to YOU, and all Your Firm, and does not grant any rights to any other party, including any persons affiliated with YOU, unless expressly set forth herein.

During or subsequent to the term of this Agreement YOU agree not to disclose or provide copies of GeauxCounsel Materials and Products to any third-party other than YOUR employees, partners, associates or members whose access to GeauxCounsel Materials and Products is necessary to accomplish the purposes of this Agreement.

YOU have the right to make one archival copy of the GeauxCounsel Materials and Products for back-up purposes only. GeauxCounsel shall retain title and ownership of all copies of GeauxCounsel Materials and Products provided to YOU pursuant to this Agreement.

Within 30 days of the termination of this Agreement, YOU agree to either (i) return all copies of the GeauxCounsel Materials and Products to GeauxCounsel, or (ii) with the prior written consent of GeauxCounsel, destroy them and certify their destruction by an authorized agent of GeauxCounsel.

RESTRICTIONS ON TRANSFER: YOUR rights to use the GeauxDrafter™, ActionStep matter workflows, Keap automations, and GeauxCounsel Materials and Products granted under this Agreement may not be assigned, licensed, transferred, sold, rented, or leased to any successor-in-interest, affiliate or any individual or business entity without the prior written consent of GeauxCounsel.

YOU may not use GeauxDrafter™ or the GeauxCounsel workflows for profit by using it to create results, reports, or data or legal documents for any other attorney, law firm, or legal organization other than current GeauxCounsel licensees or those individuals in YOUR Firm.

YOU may not reverse engineer, compile, disassemble, deconstruct, create derivative works from this software or otherwise seek to discover the source code or method of operation of any software provided.

TECHNICAL ASSISTANCE: GeauxCounsel agrees to provide to YOU initial training required to use the GeauxCounsel Materials and Products. Knackly, ActionStep, Keap and other software providers WILL provide you support with the installation of as well as technical support and/or training on the technology. It is the sole responsibility of YOU to ensure YOU have the system requirements to run GeauxCounsel Materials and Products. Also it is the responsibility of YOU to maintain adequate backup copies of YOUR data.

TERMS OF USE OF GEAUXCOUNSEL MATERIALS AND KNOW-HOW

GeauxCounsel offers educational and other programs. The programs are currently available as separate modules, offered in "1 Day" or "1/2 Day" training segments, which focus on specific topics, or as a "program" which involves coordinated modules including, but not limited to, the legal-technical training, practice management-efficiency, and marketing aspects of these planning categories.

All GeauxCounsel educational and other programs utilize GeauxCounsel products and services, known as Materials and Know-How, which consist of copyrighted, trademarked, patented and otherwise confidential, trade-secret and proprietary material and methods.

YOU, and YOUR Firm are permitted to use GeauxCounsel Materials and Know-How in accordance with the terms of their License. As a registrant and/or attendee of a Program, YOU hereby acknowledge and agree that any and all GeauxCounsel Materials or Know-How utilized in the Program will not be used or disclosed by YOU outside of any Program YOU attend unless and until YOU have executed a License and are authorized to do so by GeauxCounsel.

KNOW-HOW LICENSE GRANT

GeauxCounsel hereby grants to YOU a non-exclusive, non-transferable, license for the term of this Agreement to use the Know-How solely in connection with the operation of YOUR Firm, and solely for YOUR own internal business use.

YOU acknowledge and agree GeauxCounsel designates all documents provided to YOU as "CONFIDENTIAL GEAUXCOUNSEL MATERIALS." YOU further agree any documents so designated and the contents thereof ("Designated Know-How Materials") will be considered Know-How and maintained in confidence according to the terms of this Agreement.

GEAUXCOUNSEL TRAINING

As part of YOUR licensing, GeauxCounsel agrees to permit YOU access to all training materials it owns including in person, by web, CD, DVD, or other form, including training retreats. At the full discretion of GeauxCounsel, it may elect to charge for additional practice training under Terms and Conditions to be negotiated at such time.

CONFIDENTIALITY

GeauxCounsel Materials and Products, and all derivatives of those products are the exclusive property of GeauxCounsel, and GeauxCounsel retains all right, title and interest to GeauxCounsel Materials and Products and any derivative products and all intellectual property rights in those Products.

YOU agree to include in all copies of the GeauxCounsel Materials and Products, and if applicable, in any Know-How, the copyright notices of GeauxCounsel, and GeauxCounsel Materials and Products shall be treated as confidential and proprietary to GeauxCounsel.

YOU hereby acknowledge the GeauxCounsel Materials and Products are being provided by GeauxCounsel to YOU as confidential information, and for the specific purposes described in this Agreement.

FEES AND PAYMENTS

CONSIDERATION FOR LICENSE: During the term of this Agreement, including any renewal terms, YOU agree to pay GeauxCounsel a monthly rate set forth in the pricing schedule. This fee shall grant license to YOU to utilize all the systems, tools and know-how granted under this license. There is no additional licensing cost for support staff as they are included under YOUR license.

After one (1) year of membership, you agree to pay an additional monthly licensing fee for each additional attorney in your firm. For purposes of this Agreement, a payment will be considered to be made "timely" if full payment is made within 14 days of its due date.

COVENANTS AND WARRANTIES

GeauxCounsel expressly covenants and warrants that it is the owner of, and has the right to, license the GeauxCounsel Materials and Products to YOU.

GeauxCounsel expressly covenants and warrants that for a period of one year from the date of delivery of the GeauxCounsel Materials and Products to YOU, the GeauxCounsel Materials and Products will perform substantially in accordance with the applicable descriptions or functional specifications as described by GeauxCounsel during the Program or the Program Materials.

LIMITATION ON LICENSE; LIMITATION OF LIABILITIES; RELEASE

EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, AND AS MAY BE REQUIRED UNDER APPLICABLE STATE LAW, GEAUXCOUNSEL MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

YOU ACKNOWLEDGE AND AGREE IN NO EVENT SHALL GEAUXCOUNSEL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF THE BREACH OF ANY PROVISION OF THIS AGREEMENT; OR PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT; INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT, LOSS OF BUSINESS, LOSS OF ANTICIPATED SAVINGS, OR ANY OTHER SIMILAR FINANCIAL LOSS OR LOSS OF GOODWILL.

IT IS THE RESPONSIBILITY OF YOUR FIRM TO MAINTAIN ADEQUATE BACKUP AND SECURITY.

NATURE OF RELATIONSHIP

GeauxCounsel and YOU agree that each is acting as an independent contractor and not as an agent for the other party under the Terms and Conditions of this Agreement, that neither party by virtue of this Agreement shall have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other party, and that the Terms and Conditions of this Agreement do not establish a partnership or joint venture between the parties.

USE OF NAMES

YOU agree to allow GeauxCounsel to use YOUR name or any logo or trademark of YOU or any affiliate to promote GeauxCounsel or any of its services, including, but not limited to, referring to YOU as a LICENSEE, a participant in one of its programs.

GeauxCounsel agrees to allow YOU to use its name or any logo or trademark of GeauxCounsel or any affiliate to promote YOU or any of YOUR services, including, but not limited to, referring to GeauxCounsel as a LICENSOR, referring to itself as a participant in one of GeauxCounsel's programs.

ASSIGNMENT

This license agreement is personal to YOU. YOU acknowledge and agree that this Agreement may not be assigned by YOU without prior written consent of GeauxCounsel, which consent shall not be unreasonably withheld in the event of YOUR sale, transfer, or retirement from the practice of law and subsequent transition of YOUR firm to another.

FORCE MAJEURE

If the performance of any obligation under the Terms and Conditions of this Agreement is prevented as a result of the occurrence of an event beyond the control of either party, the party affected, upon written notice to the other party, shall be excused from the performance of the obligation for only so long as (a) the event continues, and (b) the party seeking to be excused is making diligent efforts to remove or end the event.

MISCELLANEOUS

COMPLETE AGREEMENT; AMENDMENTS: This Agreement, together with all documents incorporated herein by reference, constitutes the complete and exclusive statement of the agreement between the parties and supersedes any and all prior express or implied agreements or understandings between the parties concerning the subject matter hereof. No provision of this Agreement may be waived, altered or amended by the parties at any time, except by mutual agreement in writing.

GOVERNING LAW: This Agreement shall be governed and construed according to the laws of the State of Louisiana, and all actions hereunder shall be brought in a federal or state court of this state and no other jurisdiction.

TERM, TERMINATION AND DEFAULT

This Agreement shall commence on the date signed ("Effective Date") and shall remain in effect for a period of twelve (12) months after the Effective Date, unless sooner terminated by either party, or by both parties under the Terms and Conditions for termination set forth below. This Agreement will be automatically renewed monthly thereafter until terminated by either party upon thirty days' written notice.

Early Release: YOU may terminate this Agreement by giving written notice to GeauxCounsel within thirty (30) days of the effective date of this Agreement. Upon termination of this Agreement under an Early Release YOU agree to return all GeauxCounsel Materials and Products and refrain from using any GeauxCounsel intellectual property and licensed materials.

Termination: GeauxCounsel may terminate this Agreement and take possession of GeauxCounsel Materials and Products upon (i) the breach of any of the terms of this Agreement, (ii) the failure of the parties to resolve any dispute over payments required under this Agreement, (iii) any lien being placed upon the GeauxCounsel Materials and Products.