Partner Agreement

FINANCE CENTER License
Memorandum of Understanding

INTRODUCTION

This Memorandum of Understanding (MOU) for a Limited Use, Non-Transferable FINANCE CENTER license is entered into this day between Partner and Virtue Capital Corporation. (Virtue). The functional areas covered in this memorandum of understanding will be the use of the Private label FINANCE CENTER (FINANCE CENTER™) and other services.

GENERAL PRINCIPLES

1. Partner and Virtue are desirous of implementing this MOU immediately as time is of the essence.

2. Partner and Virtue will agree to a frequent review of Partner's use of Virtue's use of FINANCE CENTER™ and services. Virtue will have the right to block access or cease operation if it is deemed by Virtue to be detrimental to Virtue's business or detrimental to Virtue's name. The use of Virtue's names, trademarks or service marks can and will be authorized only by Virtue.

3. Virtue and Partner will agree to Minimum Acceptable Service Levels ("MASLs") that their mutual objective is for the Partner FINANCE CENTER, Virtue's technology and Virtue content to be available to Partner and its Partners at all times. When outages occur, other than planned maintenance outages, the impact to response level service requirements and support shall be set forth below and that Virtue and Partner shall respond to and use reasonable efforts to resolve issues in a prompt manner.

Priority 1: The Partner Site, Partner's FINANCE CENTER, Virtue Technology and content are not functioning such that Virtue technology cannot be obtained through the Partner's FINANCE CENTER. In such event, Virtue and Partner shall commit full-time resources around the clock to resolve the situation.

Priority 2: The Partner Site, Partner's FINANCE CENTER, Virtue technology and content are not functioning that Virtue technology cannot be obtained through the Partner's FINANCE CENTER without significant delays. No work-around is available. In such event, Virtue and Partner shall commit full-time resources around the clock to resolve the situation.

Priority 3: The Partner's FINANCE CENTER, technology and content is not functioning, but Virtue technology can be obtained through the Partner's FINANCE CENTER; a known work-around exists and Partner and/or Virtue is able to implement the work-around without severe interruption of the FINANCE CENTER Technology.

Priority 4: Partner requires information or assistance on Partner's FINANCE CENTER, Virtue technology and content capabilities or configuration, or Partner reports a cosmetic or documentation issue that has no material impact on the operation of the Partner's FINANCE CENTER, Virtue technology and Content, or Partner reports a problem or makes a suggestion that would result in an enhancement to the Partner's FINANCE CENTER, technology and content.

Partner's FINANCE CENTER, Virtue technology and content. Virtue will provide support for the Partner FINANCE CENTER, Virtue technology and Content Area Monday through Friday 9AM to 5PM PST by telephone and electronic map. On a monthly basis, Virtue shall provide Partner call reports showing the number of calls in hourly increments.

Partner Site and Partner's FINANCE CENTER Support. Partner will provide access to the Partner Site, for the Partner's FINANCE CENTER, Virtue technology and Virtue content Area 24 hour per day 7 days a week.

Call Response and Resolution Times. To ensure that all Partner's FINANCE CENTER, Virtue technology and content issues and technical inquiries are reported in a standard format, Partner and Virtue will use and comply with the priority definitions and escalation guidelines herein, and Partner and Virtue jointly shall assign a priority to all issues submitted to the parties. Based on its priority, the parties agrees to address such issues within the following time frames:

Priority 1: Response within 1 hour.
Priority 2: Response within 2 hours.
Priority 3: Response within 4 hours.
Priority 4: Response within 1 business day.




4. Virtue and Partner will agree to the following business model:

1. Virtue will customize site look and feel.
2. Virtue will set-up permissions for all personnel of the Partner.
3. Virtue will provide 1 hour of training for personnel of the Partner.
4. Virtue Commercial Partners receive Administration, Application and Preferred Lender (your designated lenders) module functionality.
5. Virtue Professional Partners also receive Administration, Application and Preferred Lender (your designated lenders) module functionality.
6. Virtue Corporate Partners receive Administration and Application module functionality.
7. Virtue will perform 4.I - 4.V for the following price:
   
   
   1. Commercial Partners $2875.00 Set-up and Training.
   2. Commercial Partners $89.95/mo Hosting.
   3. Professional Partners $1750.00 Set-up and Training.
   4. Professional Partners $69.95/mo Hosting.
   5. Corporate Partners $650.00 Set-up and Training.
   6. Corporate Partners $39.95/mo Hosting.
   
   

8. Virtue will charge Partner $150/hr for custom upgrades.
9. If the Professional or Corporate Partner's customer pay the Finance$uite price, Virtue will pay to Partner monthly revenue sharing fees from 5%-20%, depending on the generated monthly volume collected from Partner site. These revenues include Finance$uite sales to borrowers, lenders lead fees and lender license fees paid when loans are closed.

5. Partner's duties

1. Provide any and all information on a timely basis to Virtue, which may be required by Virtue personnel to customize, integrate, and train Partner.
2. Maintain confidentiality of all Virtue technology, content and processes.
3. Actively promote the use of FINANCE CENTERT to staff, borrowers, lenders and vendors.
4. Remit payments to Virtue as per this agreement.



6. Virtue's duties

1. Maintain confidentiality of all information received from Partner.
2. Maintain and secure Partner's applicant records.
3. Disburse revenue sharing fees to Partner as agreed.
4. Customize, integrate, train and support the technology.
5. Maintain MASL's as per this agreement.



7. Partner hereby grants Virtue permission to display, during the term of this Agreement and the subsequent Transition Period, subject to Partner's express, prior, written approval, Partner's trademarks and logo on Partner's web site and in print advertising and marketing materials. For purposes of this Agreement, "Transition Period" shall mean the commercially reasonable time necessary to remove the Content from the web site, not to exceed ten (10) business days. At this time Virtue does not contemplate using Partner's trademarks or logos.

8. Partner and Virtue agree to keep confidential all information of Partner, Virtue or Applicant, which is described or marked as "Confidential" or which, by its nature, can be reasonably expected to be confidential or proprietary.

9. Both parties agree that any new and additional services performed by Virtue for the Partner will require a formal change management process to be defined in a separate document which shall be attached as an addendum to and become part of this MOU.

10. The term of this MOU shall be month to month and will automatically extend for successive monthly periods unless either party provides the other with at least ten (10) days written notice to the contrary prior to the expiration of the existing term.

11. Each of the parties hereto acknowledge that during the course of implementing the terms of this MOU they may acquire or have access to confidential and proprietary information possessed by the other. Both Partner and Virtue agree that all such confidential and proprietary information shall remain confidential and shall not be disclosed to third parties without the express written consent of the other and that the recipient of any such information shall use the same solely for purposes of fulfilling the terms of this agreement. Neither party shall use any confidential or proprietary information in connection with or for purposes of competing, either directly or indirectly, with the other party.

12. Virtue hereby grants permission to Partner to display, during the term of this Agreement and the subsequent Transition Period, Virtue's trademarks and logo on Partner's web site and in print advertising and marketing materials. For purposes of this Agreement, "Transition Period" shall mean the commercially reasonable time necessary to remove the Content from the web site, not to exceed ten (10) business days.

13. LIABILITY LIMITATION
    IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF THE OTHER FOR ANY REASON WHATSOEVER, WHETHER ANY CLAIM FOR SUCH RECOVERY IS BASED UPON THEORIES OF CONTRACT, NEGLIGENCE OR TORT (INCLUDING STRICT LIABILITY), AND EVEN IF THE PARTY HAS KNOWLEDGE OF THE POSSIBILITY OF THE POTENTIAL LOSS OR DAMAGE.

14. Any disputes arising under the terms of this MOU shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. Additionally, each of the parties hereto, agrees and covenants to hold the other party free and harmless from any and all claims, liability or damages asserted on account of that party's breach of the terms of this MOU or arising out of the use of the other party's confidential or proprietary information in accordance with this MOU.

Company:
Name: Virtue Capital Corporation.
Address: 3151 Airway Avenue, Building G 3
Address: Costa Mesa, CA 92626
Telephone: 877-999-6465 Attention: Mr. Thomas Markel
Title: CEO




15. This document is a MOU and except as otherwise provided, this document shall be the agreement between Virtue and Partner. Any modification to this document and/or its terms herein must be in writing and signed by the parties hereto.

16. Partner represents that you have read and understand the terms and conditions of this agreement and agree to be bound by them. You also agree that you will be legally bound by the terms and conditions set forth herein to the same extent as though evidenced by your original signature. You acknowledge that you are purchasing a non-exclusive, non-transferable limited license of the Finance Center. All fees and charges are non-refundable. Virtue makes no representations, warranties and/or guarantees except as otherwise provided in the user agreement.