This Commission Agreement (the “Agreement”) is entered into between the Sponsoring Organization (the “Sponsor”) and the undersigned Continuing Education For You, LLC (the “CE For You”).

RECITALS
CE For You is interested in working with the Sponsor in certain marketing and commerce arrangements. Terms are defined here and in Exhibit 1.
Therefore, the parties agree as follows:

1. Promotion of CE For You’s Products. 
CE For You grants to the Sponsor a non-exclusive right to promote CE For You’s Products during the term of this Agreement on or through the Sponsor’s Web site (the “Site”).  CE For You’s Products will be promoted in the manner set forth in Exhibit 1.  CE For You will reasonably cooperate with the Sponsor to effect the transactions contemplated above.  CE For You is solely responsible for all fulfillment and delivery and any costs associated therewith.

2. Term and Termination. 
(a) The initial term of this Agreement shall be six (6) months from the date hereof.  Thereafter this Agreement will renew automatically for additional term of six (6) months unless either party decides to give written notice at least 60 days prior to any such renewal, in which case, the Agreement shall not renew.

(b) In the event of a material breach of this Agreement, the non-breaching party shall have the right to terminate this Agreement.  A party shall give notice of a material breach and the breaching party shall have fifteen (15) days to cure the breach before formal termination of this Agreement can occur.  The provisions in Sections 3, 4, 5, 6 and 7 will survive any termination of this Agreement.

3. Compensation. 
CE For You will pay the Sponsor a referral fee on Products sold to Sponsor Customers, in the amount set forth in Exhibit 1.  Payments for the referral fee owed for all Products sold to Sponsor Customers shall be made within 30 days after the close of the month in which purchases are made.  Any late payments of commissions shall accrue interest at the rate of 1% per month, or the maximum permitted by law, whichever is less.  CE For You shall provide to the Sponsor a written commission report within thirty (30) days after the close of each month setting forth (1) the number of Products purchased by Sponsor Customers with sales prices, (2) the commission owed to the Sponsor.

5. Intellectual Property Rights. 
Neither party will acquire any ownership interest in each other’s intellectual property. The Sponsor shall follow all reasonable directions from CE For You concerning the protection under applicable laws of such logo, trade name, trademarks, and copyrights. 

6. Collection and Liability.
(a) The CE For You shall bear (i) all collection risk (including, without limitation, credit card fraud and any other type of credit fraud) with respect to sales of the Products and (ii) all responsibility and liability for the proper payment of all taxes which may be levied or assessed (including, without limitation, sales taxes) which may be levied in respect of sales of the Products. CE For You agrees to provide customer service and support for the Products with reasonable responsiveness and turn-around times.

(b) Sponsor has no obligation to attempt to monitor or regulate the quality, suitability or content of the Products and CE For You agrees to hold the Sponsor harmless in the event of any claims by customers with respect to problems with the Products.  Sponsor agrees to hold CE For You harmless in the event of any claim by a Sponsor Customer arising out of Sponsor’s negligence or misconduct under this Agreement. CE For You hereby represents and warrants to the Sponsor that the Products will not infringe on or violate the intellectual property rights or other rights of any third party and will not contain any content, which violates any applicable law, regulation or third party right.

7. Miscellaneous.  This Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements.  Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.  This Agreement may not be modified or amended, except by an instrument in writing signed by duly authorized officers of both of the parties hereto.  This Agreement may be executed in counterparts each of which, shall be deemed an original and all such counterparts shall constitute one and the same agreement.  This Agreement will be deemed entered into in and will be governed by and interpreted in accordance with the laws of the State of MD, excluding that body of law known as conflicts of law.  The parties agree that any dispute arising under this Agreement will be resolved solely through confidential binding arbitration in Annapolis, MD before one arbitrator selected by the American Arbitration Association in accordance with its rules.  In the event of any dispute, each party shall bear its own attorneys fees, expert witness fees, and ½ of the arbitrator fees.  The provisions of this Agreement relating to payment of any fees or other amounts owed, payment of any interest on unpaid fees, limitation of liability, and warranties and intellectual property shall survive any termination or expiration of this Agreement.  The language in this Agreement shall be construed as to its fair meaning and not strictly for or against either party.  The parties are independent contractors and not partners, joint ventures or agents of the other party.  Any expenses incurred by Sponsor in connection with this Agreement are the sole responsibility of Sponsor.

IN WITNESS WHEREOF, the parties have executed this Agreement as of this day.

Continuing Education For You, LLC

EXHIBIT 1