Terms Of Service

National Insurance Group, Inc.

You should carefully read the following Terms and Conditions (also referred to as the “Terms of Use”, “Terms of Service” or “TOS”). Your use of our service(s) implies that you have read and accepted these Terms and Conditions. The Website (all [website-name] websites may hereafter be referred to, both individually and collectively, as “The Website”) from which you accessed this agreement is provided to you subject to the conditions listed below. These terms are in addition to any other terms that individual Website owners within the [website-name] may include for governing access to their Websites.

Ladies and Gentlemen:

In order to evaluate a potential business relationship (the “Proposed Transaction”)

between the subscriber of and / or a request-or of a temporary Login or

discussion (the “Company”), and National Insurance Group, Inc. (collectively,

“National “), each may disclose and deliver to the other party certain information

about its business, clients, prospects, plans, products, financial condition, properties

and operations (such party when disclosing such information being the “Disclosing

Party” and such party when receiving such information being the “Receiving

Party”).

1. Non-Disclosure of Proprietary Information

All such information furnished by the Disclosing Party or its Representatives (as

defined below), whether furnished before or after the date hereof, whether oral, written, or

recorded/electronic, and regardless of the manner in which it is furnished, is referred to in

this letter agreement as “Proprietary Information.” The term “Proprietary Information”

shall also include all reports, summaries, compilations, analyses, notes or other information

prepared by the Receiving Party or its Representatives that are based on, contain or reflect

any Proprietary Information. Proprietary Information does not include information which

(a) is or becomes generally available to the public other than as a result of a disclosure,

directly or indirectly, by the Receiving Party or its Representatives; (b) was available to the

Receiving Party on a nonconfidential basis prior to its disclosure by the Disclosing Party or

its Representatives or (c) becomes available to the Receiving Party on a nonconfidential

basis from a person other than the Disclosing Party or its Representatives who is not

otherwise bound by a confidentiality agreement with the Disclosing Party or any of its

Representatives, or is otherwise not under an obligation to the Disclosing Party or any of

its Representatives not to transmit the information to the Receiving Party. As used in this

letter agreement, (x) the term “Representative” means a person’s affiliates and its and their

directors, officers, employees, agents, advisors (including, without limitation, financial

advisors, counsel and accountants) and controlling persons, and (y) the term “person” shall

be broadly interpreted to include, without limitation, any entity or individual.

Unless otherwise agreed to in writing by the Disclosing Party, the Receiving Party

agrees (a), except as required by law, to keep all Proprietary Information confidential and

not to disclose or reveal any Proprietary Information to any person other than its

Representatives who are actively and directly participating in the evaluation of the

Proposed Transaction or who otherwise need to know the Proprietary Information for the

purpose of evaluating the Proposed Transaction, (b) not to use Proprietary Information for

any purpose other than in connection with its evaluation of the Proposed Transaction or the

consummation of the Proposed Transaction in a manner that the Disclosing Party has

approved and (c) except as required by law, not to disclose to any person (other than those

of its Representatives who are actively and directly participating in the evaluation of the

Proposed Transaction or who otherwise need to know for the purpose of evaluating the

Proposed Transaction) any information about the Proposed Transaction, or the terms or

conditions or any other facts relating thereto, including, without limitation, the fact that

discussions are taking place with respect thereto or the status thereof, or the fact that

Proprietary Information has been made available to the Receiving Party or its

Representatives. The Receiving Party agrees to take reasonable steps to safeguard and

protect the confidentiality of the Proprietary Information. The Receiving Party will not

disclose the Proprietary Information to any of its Representatives unless they have been

informed by the Receiving Party of its confidential nature and they have agreed to act in

accordance with the terms and conditions of this letter agreement. The Receiving Party

will cause its Representatives to observe the terms of this letter agreement, and the

Receiving Party will be responsible for any breach of the terms of this letter agreement by

the Receiving Party or its Representatives.

2. Use of Proprietary Information

The Receiving Party agrees that it will not use the Proprietary Information in any

way directly or indirectly detrimental to the Disclosing Party. In particular, the Receiving

Party agrees that it and its Representatives will not knowingly, as a result of knowledge or

information obtained from the Proprietary Information or otherwise in connection with the

Proposed Transaction, divert or attempt to divert any business or customer of the

Disclosing Party. The Receiving Party agrees that it shall not reverse-engineer, decompile,

or disassemble any software disclosed to it and the Receiving Party shall not remove,

overprint or deface any notice of copyright, trademark, logo, legend, or other notices of

ownership from any originals or copies of Proprietary Information it obtains from the

Disclosing Party.

3. Notice of Disclosure

In the event that the Receiving Party is requested pursuant to, or required by,

applicable law or regulation or by legal process to disclose any Proprietary Information or

any other information concerning the Disclosing Party or the Proposed Transaction, the

Receiving Party agrees that it will provide the Disclosing Party with prompt notice of such

request or requirement in order to enable the Disclosing Party (a) to seek an appropriate

protective order or other remedy, (b) to consult with the Receiving Party with respect to

the Disclosing Party taking steps to resist or narrow the scope of such request or legal

process, or (c) to waive compliance, in whole or in part, with the terms of this letter

agreement. In the event that such protective order or other remedy is not obtained, or that

the Disclosing Party waives compliance with the provisions hereof, the Receiving Party

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agrees to furnish only that portion of the Proprietary Information which the Receiving

Party is advised by counsel is legally required and to exercise best efforts to obtain

assurance that confidential treatment will be accorded such Proprietary Information. In

any event, neither the Receiving Party nor any of its Representatives will oppose action by

the Disclosing Party to obtain an appropriate protective order or other reliable assurance

that confidential treatment will be accorded the Proprietary Information.

4. Return of Proprietary Information

If either party hereto determines that it does not wish to proceed with the Proposed

Transaction, it will promptly advise the other party of that decision. In that case, or in the

event that either party, in its sole discretion, so requests or the Proposed Transaction is not

consummated by the Company and Downey, each party will promptly deliver to the other

party all Proprietary Information, including all copies, reproductions, summaries,

compilations, third party analyses or extracts thereof or based thereon in its possession or

in the possession of any of its Representative, but excluding documents, memoranda, notes

and other writings prepared by the Receiving Party or by its Representatives to whom it

has delivered Proprietary Information, based on the information in the Proprietary

Information. All documents, memoranda, notes and other writings prepared by the

Receiving Party, or by its Representatives to whom it has delivered Proprietary

Information, based on the information in the Proprietary Information (including

recorded/electronic versions thereof) shall be destroyed by the Receiving Party (such

destruction to be confirmed in writing to the Disclosing Party). Any non-written

Proprietary Information will continue to be subject to the terms of this letter agreement.

5. No Representations or Warranties

The Receiving Party acknowledges that neither the Disclosing Party nor any of its

Representatives and none of the respective officers, directors, employees, agents or

controlling persons of the Disclosing Party or such Representatives makes any express or

implied representation or warranty as to the accuracy or completeness of any Proprietary

Information, and the Receiving Party agrees that none of such persons shall have any

liability to the Receiving Party or any of its Representatives relating to or arising from the

use of any Proprietary Information by the Receiving Party or any of its Representatives or

for any errors therein or omissions therefrom. The Receiving Party also agrees that it is

not entitled to rely on the accuracy or completeness of any Proprietary Information and that

it shall be entitled to rely solely on such representations and warranties regarding

Proprietary Information as may be made to it in any final agreement relating to the

Proposed Transaction, subject to the terms and conditions of such agreement.

6. No Solicitation of Employees

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Each party agrees that, without the prior written consent of the other party, neither

it nor any of its affiliates will for a period of two (3) years from the date hereof, directly or

indirectly solicit for employment or employ any person who is now employed by the other

party or any of its subsidiaries.

7. No Obligations

Each party agrees that until a final agreement regarding the Proposed Transaction

has been executed by the Company and Downey, neither party nor any of their respective

Representatives shall have any legal obligation or any liability to the other party of any

nature whatsoever with respect to the Proposed Transaction by virtue of this letter

agreement.

8. Property Rights in Proprietary Information

Each party agrees that all Proprietary Information will remain the property of the

Disclosing Party notwithstanding the disclosure of such Proprietary Information to the

Receiving Party hereunder. Unless otherwise expressly agreed in a separate license

agreement, the disclosure of Proprietary Information to the Receiving Party by the

Disclosing Party will not be deemed to constitute a grant, by implication or otherwise, of a

right or license to the Proprietary Information or in any patents or patent applications of the

Disclosing Party.

9. Equitable Relief

Without prejudice to the rights and remedies otherwise available to each of the

parties hereto, each such party shall be entitled to equitable relief by way of injunction or

otherwise if the other party or any of its Representatives breach or threaten to breach any

of the provisions of this letter agreement.

10. No Waiver

No failure or delay by either party in exercising any right, power or privilege

hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof

preclude any other or further exercise thereof or the exercise of any right, power or

privilege hereunder.

11. Governing Law

This letter agreement shall be governed by and construed in accordance with the

laws of the State of Delaware As ” Downey” / National Insurance Group, Inc. is an entity

formed and located Thereof; without regard to its conflicts of laws principles.

12. Venue

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Each of the parties agrees that any action or proceeding arising out of or relating to

this letter agreement may be brought in the State or Federal courts located in Boston,

Ma., and each of the parties agree that a summons and complaint commencing an action

or proceeding in either of such courts shall be properly served and shall confer

personal jurisdiction if served personally or by certified mail upon such party at the

address appearing below such party’s name on the signature page of this letter agreement,

or as otherwise provided under the laws of the Commonwealth of Massachusetts.

13. Assignment Prohibited

This letter agreement shall not be assigned by either party, by operation of law or

otherwise, without the prior written consent of the other party.

14. Entire Agreement

This letter agreement contains the entire agreement between the Company and

Downey concerning confidentiality of the Proprietary Information, and no modification of

this letter agreement or waiver of the terms and conditions hereof shall be binding upon the

Company or Downey, unless approved in writing by each of the parties hereto.

15. Severability

If any provision or provisions of this letter agreement shall be held to be invalid,

illegal or unenforceable, the validity, legality and enforceability of the remaining

provisions shall not in any way be affected or impaired thereby.