MASTER PRODUCER AGREEMENT
This MASTER PRODUCER AGREEMENT (this “Agreement”) is entered into as of {{dateaccepted}} (the “Effective Date”), by and between Insight Risk Solutions, LLC (the “Company”) and {{agencyname}} (“Producer”).
WHEREAS, the Company is a licensed excess and surplus lines insurance agent/broker, and is in the business of placing contracts of insurance with various insurers; and
WHEREAS, Producer is a licensed property and casualty insurance agent/broker and may from time to time request the Company to obtain property and casualty insurance coverage for clients of Producer.
NOW, THEREFORE, the Company and Producer agree as follows:
1. Scope of Agreement. This Agreement shall govern the relationship between the Company and Producer, with respect to all policies of insurance insuring clients of Producer heretofore or hereafter obtained by the Company at the request of Producer. This Agreement is non-exclusive. Nothing contained herein shall be construed to require Producer to obtain insurance through the Company or to require the Company to accept orders for insurance from Producer.
2. Delegation of Authority. Company hereby delegates authority to the Producer to perform the duties set forth below and vests in the Producer authority to accomplish, effect and execute such duties upon the terms and conditions set forth in this Agreement. The Producer agrees to comply with all instructions of Company in accordance with the Producer’s duties to Company and the applicable insurers under this Agreement. The authority granted the Producer shall be limited to the Line(s) of Business listed in Schedule A. It is agreed that the Producer shall be authorized by this Agreement to request insurance coverage only for the Line(s) of Business listed in Schedule A.
3. Term. This Agreement shall be effective 12:01a.m. E.S.T, of the Effective Date and will continue until terminated pursuant to Section 12 of this Agreement.
4. Limitations on Producer’s Authority. Producer has no authority to accept or bind risks on behalf of the Company or any insurer represented by the Company without the Company’s prior written consent. Producer shall have no authority to (a) make, alter or discharge any contract, or bind the Company to any promise or agreement; (b) incur any indebtedness, obligation or liability on behalf of the Company; (c) waive or modify any terms, conditions or limitations of any policy; (d) adjust or settle any claim; (e) make any representation, offer any advice or consultation, or render opinions or information on behalf of the Company or (f) authorize any other producer or sub-producers for the purposes of this agreement. Producer shall perform its obligations under this Agreement in full compliance with any and all laws, rules and regulations of all insurance regulatory authorities and any other laws applicable to Producer. Producer is prohibited from adding any fees or surcharges to a policy without the express prior written consent of the Company, other than statutorily required surplus lines fees, taxes and assessments. Producer agrees to comply with all rules, regulations, guidelines and directives of the Company and its insurers, and it is understood and agreed that the Company and its insurers may, in their discretion and upon notice to Producer, modify, amend and/or change such rules, regulations, guidelines and directives from time to time. Producer will make no attempt to place a risk directly with an insurer that the Company has made available or presented to Producer as a market for any risk hereunder. Producer will not use the name or logo of the Company or any insurers serving as markets for the Company in any advertising or marketing materials without the Company’s prior approval. Producer shall be responsible for any violation of applicable law with respect to any advertisement or marketing material utilized by Producer, including but not limited to any impermissible reference to the applicable insurer, Company, the reference of terms and rates of a policy, or any other violation of marketing laws (whether or not applicable to surplus lines insurance policies specifically).
5. Payment of Premium. Producer shall be obligated to collect and remit to the Company all premiums, taxes and fees (if any) with respect to policies of insurance offered through the Company by Producer. Unless otherwise agreed in writing, the entire premium, tax and fee on each policy shall be due and payable subject to the payment terms indicated on the Company’s invoice, provided, that so long as Producer is not in default in any of its obligations hereunder, unless otherwise instructed by the Company, Producer may withhold therefrom any commission payable to Producer pursuant to Section 7 and remit premiums, taxes and fees to the Company net of Producer’s commission. If any insured shall default in the payment of any premium, tax or fee as and when due, the Company shall have the right, and is hereby authorized by Producer, to take all necessary action, including legal action, to collect the premium, tax and fee directly from the insured, but the taking of any such action by the Company shall not relieve Producer of its obligation to pay such premium, tax and fee to the Company. The Company shall have the right but not the duty to issue or request that the applicable insurer issue advance notice of termination for non-payment of premium. Producer specifically agrees that any extensions of credit by Producer to its insured or to any other client is solely at its own risk, and Producer shall pay to the Company all sums due the Company when due, whether or not it has collected such funds.
6. Fiduciary Responsibilities of Producer. Producer agrees that all monies collected while acting in the capacity of Producer for the Company hereunder shall be held by the Producer in a fiduciary account in accordance with applicable insurance laws. The Producer shall use commercially reasonable efforts to serve Company faithfully, to promote all acts necessary for the proper conduct of the business and shall maintain a staff of competent and trained personnel, supplies and equipment for the purpose of performing the Producer’s duties under this Agreement and the laws of the jurisdiction where polices are issued.
7. Commissions. The Company shall pay to Producer commissions on premiums actually paid over to the Company with respect to policies of insurance ordered through the Company by Producer, at the rate set forth on Schedule A which shall be deemed to be incorporated into this Agreement. The Company agrees to pay Producer the commission due hereunder by allowing Producer to withhold the commission from its remittance of premium to the Company as outlined under Section 5. The Company shall deduct from each return premium a return commission calculated at the same rate as Producer’s original commission thereon. If the insurer shall refund premiums under any policy or contract of insurance hereunder for any cause, the Producer shall immediately remit to the Company the commission originally retained by or paid to the Producer on the amount of premiums so refunded. If the commissions on return premiums, audits and cancellations exceed the commissions on new and renewal premiums during any month, Producer agrees to remit the net return commission balance to the Company five (5) days after the end of the month. Audit premiums and retrospective adjustments shall be due from Producer when invoiced. Producer shall promptly report and pay to the Company any additional or return premiums which may become due as a result of any adjustments. The Producer is required to pay out of its remuneration all commissions or fees owing to brokers, surplus lines agents or brokers, sub-producers or countersigning agents on insurance written through the Producer. Company shall not be liable for any such commissions or fees. In the event of any return premium situation, the Producer shall be solely responsible for the return of any such commissions or fees to Company. Commission rates listed in Schedule A shall remain in effect unless Company provides the Producer written notification of its intent to revise commission rates. Moreover, commission rates after termination during any run-off period will be subject to adjustment by Company. The Producer's fees and commissions and any other moneys due the Producer shall be subject to offset by Company, or any of its affiliates, for any money due from the Producer to Company or to any of its affiliates. This provision shall not be affected by the insolvency of the Producer.
8. Terms and Conditions of Coverage. Producer acknowledges and agrees that the actual terms and conditions of coverage offered by or made available through the Company on behalf of an insurer may differ materially from the terms and conditions of coverage requested by Producer. Producer shall be solely responsible for verification of such actual terms and conditions of coverage with the insured.
9. Licensing; Errors & Omissions Insurance. Producer represents and warrants to the Company that Producer is licensed as a property and casualty insurance agent/broker or excess and surplus lines agent/broker in its state or jurisdiction of domicile and in each state or jurisdiction required in connection with the insurance placed through this Agreement, and that Producer shall continue to be so licensed throughout the term of this Agreement. All employees or independent contractors of Producer who engage in any activities on behalf of Producer in furtherance of Producer’s duties set forth in this agreement hold their appropriate insurance producer and surplus lines agent, broker or producer licenses as may be required under applicable law. The Producer shall not make any representation to any applicant or insured regarding coverage under a policy which is not consistent with the actual terms and conditions of the policy. Producer further represents and warrants to the Company that Producer maintains and shall continue to maintain in force during the term of this Agreement and for a period corresponding to any applicable statute of limitations after termination of this Agreement, insurance producers’/agents’ errors and omissions insurance with limits of not less than $5,000,000 each occurrence and a $5,000,000 annual aggregate. A copy of the certificate of coverage related to such policy shall be provided by Producer to the Company concurrently with the execution of this Agreement, and Producer shall provide the Company with copies of any renewals of such coverage. Any such insurance shall be subject to the reasonable approval by the Company, but any carrier rated “A” by A.M. Best shall in all events be deemed acceptable. Producer shall provide the Company with evidence of current errors and omissions insurance upon request.
10. Cancellations of Insurance. Nothing contained herein shall be construed to limit or restrict any rights of cancellation of the Company or any insurer contained in any binder, cover note, policy, contract of insurance, or by law including without limitation the right of the insurer, in its discretion, to cancel or rescind the policy for underwriting or any other reason. Cancellation or rescission of a policy by the insurer terminates the Producer’s right to any future commissions related to such policy. Neither Producer nor any insured shall not be entitled to any flat cancellation, and in the event of cancellation, Producer shall remain liable to the Company for any earned premium, taxes and fees (if any) thereon, whether or not Producer has collected from the insured. Producer has no authority to cancel any policy issued hereunder.
11. Claims Cooperation; Communications. Producer shall cooperate fully with the Company and the insurer to facilitate the investigation, adjustment, settlement and payment of any claim. Producer shall have no authority to administer claims other than to notify the Company of their occurrence, which Producer undertakes to do immediately upon knowledge or notification of same. Producer shall report promptly to the Company all consumer complaints, all communications received from any insurance department or other regulatory agencies concerning business placed with the Company.
12. Suspension and Termination of Agreement. (a) This Agreement will remain in effect unless suspended or terminated as provided below:
(1) This Agreement may be terminated without cause by either party by providing 30 days’ notice in writing.
(2) The Company may immediately terminate this Agreement or, in the alternative and in Company’s sole and complete discretion, suspend the authority of the Producer, as well as the Company’s obligations to perform under this Agreement, effective upon written notice in any of the circumstances listed below:
(A) if any public authority cancels, suspends or declines to renew any license, qualification or certificate of authority of the Company or the Producer;
(B) in the event of fraud, insolvency, failure to remit balances in accordance with this Agreement, or willful misconduct, negligence or material breach of contract on the part of the Producer;
(C) if the Producer’s license is cancelled, suspended or nonrenewed in any state(s) or jurisdiction(s) in which it is required to be licensed for purposes of this Agreement. Producer agrees to notify the Company within three business days of any such occurrence. During the period of such suspension, Producer shall refer all existing clients of the Company in the affected state(s) or jurisdiction(s) that is seeking coverage through Producer of the type offered by the Company directly to the Company. The Company shall not be required to pay commissions to Producer for insurance underwritten in the affected state(s) or jurisdiction(s) during the suspension period; or
(D) upon any cancellation, non-renewal or other lapse in coverage of Producer’s errors and omissions insurance coverage upon the terms required hereunder. Producer agrees to notify the Company within three business days of any such occurrence.
(b) Upon termination of this Agreement, the Producer shall: (1) continue to pay the Company in a timely fashion all sums due the Company pursuant to this Agreement until paid in full; (2) unless otherwise instructed by the Company, continue to service all business produced by or through this Agreement in the same manner and to the same extent required hereunder prior to termination; and (3) unless otherwise permitted by the Company, cease to submit or seek to renew business with the Company or extend the term of any existing business, except as may otherwise be required by law or regulation.
(c) Due to the special relationship the Producer has with Company as a result of this Agreement and due to the special duties the Producer performs under this Agreement, the Producer agrees to waive statutory termination requirements imposed on Company by various jurisdictions and regulatory entities, and shall abide by termination provisions stated herein, to the fullest extent permitted by applicable law.
13. Ownership of Expirations.
(a) Except as otherwise provided in this Section, policyholder lists, including expirations, and their use and control for solicitation of insurance written or bound by or through the Producer shall be the sole and exclusive property of the Producer. Records of insurance, coverage bound, insurance policies and other related information of this Agreement are the property of Company and/or insurer.
(b) Upon termination of this Agreement, if the Producer has complied with all of its obligations herein and paid all amounts then due to Company and continues to make timely accounting and payments, the Producer’s use and control of the records of insureds, sub-producers and policyholder lists shall remain the property of the Producer and be left in the Producer’s undisputed possession.
(c) If the Producer has not complied with all of its obligations herein and paid all amounts due under this Agreement, the use and control of the records of insureds, sub-producers and policyholder lists shall be vested in Company and/or Insurer. Failure to pay premium because of good faith differences in the accounting records of the Producer and Company will not be considered a failure to pay and will not vest title to the records in Company and/or Insurer if the Producer is using generally acceptable accounting procedures; provided that Producer provides a reasonable reconciliation of such difference at the time of payment. (d) Upon the occurrence of any event which gives rise to the vesting of such records of insureds, sub-producers and policyholder lists in Company and/or the applicable insurer, Company may take possession of the Producer’s records at no cost to Company. The Producer agrees upon request to gather such records together at the Producer’s place of business and to allow Company access to such place of business. Company may service such accounts directly or dispose of them in any commercially reasonable manner. Company may collect directly from any policyholder that has not made payment to the Producer. If, in disposing of such accounts at its discretion, Company does not realize sufficient money to discharge in full the Producer’s indebtedness to Company, the Producer shall remain liable for the balance of such indebtedness. If there is any money realized by Company in excess of the amount necessary to discharge, in full, the Producer’s indebtedness to Company, such excess money shall be remitted to the Producer.
14. Indemnification.
(a) The Producer shall indemnify and hold harmless Company and its officers, directors, and employees, against any and all claims, demands, causes of action, proceedings by any regulatory or other governmental body, suits in law or equity, liability, losses, damages, costs or expenses, fees (including, without limitation, reasonable attorneys' fees), disbursements and court costs, that Company sustains or incurs as a result of or arising out of, in whole or in part, either directly or indirectly, (a) any negligent, reckless, or intentionally wrongful act, error or omission by Producer or any downstream agent, broker or producer concerning this Agreement and the performance by Producer of its obligations under this Agreement, and (b) any breach of this Agreement by the Producer including, but not limited to, the Producer’s failure to comply with local, state, or federal laws, statutes, and regulations applicable to the Producer performing its obligations under this Agreement.
(b) Company shall indemnify and hold harmless Producer and its officers, directors, and employees, against any and all claims, demands, causes of action, proceedings by any regulatory or other governmental body, suits in law or equity, liability, losses, damages, costs or expenses, fees (including, without limitation, reasonable attorneys' fees), disbursements and court costs, that Producer sustains or incurs as a result of or arising out of, in whole or in part, either directly or indirectly, (a) any negligent, reckless, or intentionally wrongful act, error or omission by Company concerning this Agreement and the performance by Company of its obligations under this Agreement, and (b) any breach of this Agreement by Company including, but not limited to, Company’s failure to comply with local, state, or federal laws, statutes, and regulations applicable to Company performing its obligations under this Agreement. Producer acknowledges that this provision does not provide it with any rights to indemnification from the applicable insurers which Company represents.
15. Arbitration. In the event of any dispute arising out of or relating to this Agreement, the parties agree that the dispute will be resolved by final and binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall take place before a panel of three arbitrators. Within 30 days of the commencement of the arbitration, each party shall designate in writing a single neutral and independent arbitrator. The two arbitrators designated by the parties shall then select a third arbitrator. The arbitrators shall have a background in either insurance or law. The arbitrators shall have the authority to permit limited discovery, including depositions, prior to the arbitration hearing, and such discovery shall be conducted consistent with the Federal Rules of Civil Procedure. The arbitrators shall have no power of authority to award punitive or exemplary damages. The arbitrators may, in their discretion, award the cost of the arbitration, including reasonable attorney fees and expenses, to the prevailing party. Any award made may be confirmed in any court having jurisdiction. Any arbitration shall be confidential and, except as required law, neither party may disclose the content or results of any arbitration hereunder without the prior written consent of the other party, except that disclosure is permitted to a party’s auditors and legal advisors or as may be legally required.
16. Confidentiality.
(a) "Confidential Information" shall mean all information of a proprietary or confidential nature, including, but not limited to, business operations and strategies, pricing, sourcing, personnel, financial information related to the Parties, their respective affiliates, employees, officers, directors, sub- producers or other representatives, or information otherwise prohibited from transmission by contractual, legal or fiduciary obligations, including any information clearly marked as confidential, non-filed rate and class plans, rater actions, processing procedures, loss ratios by line, or producer lists. The term Confidential Information includes information in both oral and written form, or contained in any other type of storage medium.
(b) All Confidential Information disclosed by a Party (the “Disclosing Party”) to the other Party (the “Recipient”) will be used by the Recipient solely for the purposes of this Agreement and such information will be kept confidential by Recipient and not disclosed to any person or entity, except that Recipient may disclose Disclosing Party’s Confidential Information to those of Recipient’s representatives, employees, officers, directors, and consultants who (a) need to know such information for the purposes of this Agreement, and (b) agree to be bound by the terms of this Agreement. Recipient shall use all reasonable efforts to protect the confidentiality of Disclosing Party’s Confidential Information. Recipient shall not disclose Confidential Information to any third party (including any individual, business entity or governmental agency) unless required to be disclosed pursuant to a requirement of a court or other governmental agency; provided, however, that Recipient will (a) provide Disclosing Party with prompt notice of such requirement prior to making such disclosure in order to provide Disclosing Party with an opportunity to seek a protective order or other appropriate remedy, (b) cooperate at Disclosing Party’s expense in obtaining such order or other remedy and (c) disclose only that portion of Disclosing Party’s Confidential Information required to be disclosed.
(c) Confidential Information does not include information which (a) was publicly known at the date of disclosure, (b) becomes public knowledge without default under this Agreement by Recipient, (c) Recipient can prove was in Recipient’s possession prior to disclosure by Disclosing Party, (d) is lawfully acquired by Recipient from a third party not under an obligation of confidentiality with respect to such information, or (e) is independently developed by Recipient without use of or reference to any Confidential Information of Disclosing Party.
(d) The Parties acknowledge and agree that the unauthorized disclosure of Confidential Information may cause irreparable harm to the other Party for which the other Party could not be adequately compensated by money damages; accordingly, in the event of any breach or threatened breach by such Party of the confidentiality restrictions in this Section 16, the other Party shall be entitled to seek equitable relief (including temporary or permanent injunctive relief). This remedy will be in addition to any other remedy available at law or equity.
17. No Third Party Beneficiaries. This Agreement is for the exclusive benefit of the parties hereto, and no third party, including, without limitation, any insured, is intended to be or shall be a beneficiary of any provision hereof.
18. Independent Contractor. Producer shall be an independent contractor for any and all purposes. Nothing in this Agreement shall be construed to constitute the parties to the Agreement as partners or joint venturers or create any employer/employee or agency relationship between the parties.
19. Assignment. This Agreement may not be assigned by Producer absent the express prior approval of the Company. The Company may assign any and all of its rights and obligations under this Agreement to any of its affiliates or successors in interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
20. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to the conflicts of laws principles thereof.
21. Notices. Whenever any party hereto desires or is required to give any notice, demand, or request with respect to this Agreement, each such communication shall be in writing and shall be effective only if it is delivered by personal service or mailed, United States registered or certified mail, return receipt requested, postage prepaid, or sent by prepaid overnight courier or confirmed telecopy or email, addressed as follows:
If to the Company:
4010 Gunn Highway Tampa, FL 33618 Attn: Carissa Villalobos
If to Producer:
{{agencyname}}
{{streetaddress}}
{{city}}, {{state}} {{zip}}
22. Severability. The provisions of this Agreement are severable and the invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and the Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
23. Record Retention.
(a) The Producer shall keep separate, complete, and orderly underwriting files, records and accounts of all transactions pertaining to insurance written under this Agreement including, but not limited to permanent records and reports of all policies, applications, correspondences, as well as all accounting and financial documents of the business written or transacted under this Agreement. The Producer shall provide whatever underwriting files, records and reports reasonably requested by Company to monitor and evaluate the business written or transacted under this Agreement. The Producer shall maintain such records for a period of seven (7) years after termination of this Agreement, unless a longer period is required in accordance with applicable state record retention and regulatory requirements.
(b) During the term of this Agreement and for such time thereafter as Company shall deem necessary for the protection of Company's and/or Insurer’s property and/or interests, the Producer shall permit and authorize Company, through any person(s) designated by Company at such times and as often as Company may reasonably request to the following:
1. To visit, inspect, examine, audit and verify, at any of the Producer's offices or elsewhere, any of the properties, underwriting files, accounts, books, records, financial statements or work papers, whether stored electronically, digitally or otherwise, belonging to or in the possession of the Producer pertaining to matters arising under the terms of the Agreement; 2. To make, or to have the Producer make in a timely fashion and at no cost to Company, copies thereof and extracts of any of the items listed in paragraph 1. above; 3. To perform, at Company’s discretion, routine audit tests of the Producer's accounting records in order to ensure reasonable internal accounting controls with respect to the Producer's issuance of Company's policies, including, but not limited to, confirmation of policies, and policy-related information; 4. To discuss the affairs, finances, and accounts of the Producer with the Producer’s directors, officers, employees, or any person in any way connected with the Producer, including the Producer's independent accountants, bankers, or parent entity.
(c) Upon request by any state department of insurance, the Producer shall provide access to all of the Producer’s books and records, which relate to the business of Company, and to all accounts, which relate to such business, to the requesting state department of insurance in a format requested and usable by said department.
(d) All records of transactions pertaining to insurance written under this Agreement shall be in a form acceptable to Company and regulatory authorities.
(e) The Producer shall establish and maintain written operating procedures regarding the issuance of all policies and endorsements, as well as the collection of premiums related thereto. The Producer shall disclose and make available for review its operating procedures to Company at Company’s request.
(f) The Producer shall cooperate with Company’s information technology personnel as needed.
24. Reports and Further Assurances.
(a) The Producer agrees to provide, no less frequently than monthly, a report to Company identifying the named insured, policy number and period, premium / surplus lines tax collected, allocation of premium / surplus lines tax by state, party paying premium/ surplus lines tax, and the license number of the Producer paying the tax. The Producer should provide said report within five (5) business days after the end of each calendar month.
(b) The Producer shall provide, at the Producer’s expense and within a reasonable period of time, as necessary, sufficient information to satisfy reporting requirements imposed on Company and/or applicable insurers by boards, bureaus, associations, and regulatory bodies of applicable jurisdictions.
(c) The Producer will notify Company immediately in writing if the Producer receives notice of any claims, suits or losses related to insurance coverage written by Company and/or applicable insurers.
(d) The Producer agrees to forward all written complaints pertaining to or arising under this Agreement to Company immediately upon receipt.
(e) The Producer shall provide at no cost, upon request of Company, individual policy information and loss run reports. This obligation shall survive any termination of this Agreement and continue during any run-off period.
(f) The Parties shall execute and deliver such other documents or instruments and take such other action as may be reasonably required to more effectively implement the provisions and intent of this Agreement.
25. Notice of Certain Events. Producer shall notify the Company not later than 30 days following any of the following occurrences: (1) a sale or transfer, or the issuance to a new equity holder, of 50% or more of the voting equity interests of Producer; or (2) a sale or transfer of substantially all of the assets of Producer to or the merger or consolidation of Producer with any person or entity.
26. Ownership of Policy Forms, Printed Matter and Program Data
(a) The Producer will only use policies, endorsements and other forms approved by Company in connection with its duties hereunder. It is expressly understood that any data processing software or data processing technology or applications, policies, endorsements or forms, or data processing software or data processing technology which produces such applications, policies, endorsement, or forms, or any other supplies furnished to the Producer by Company shall remain the property of Company and/or applicable insurer. Any policy forms, blanks, unused policy numbers, or other forms and documents, including claims or other manuals bearing Company’s and/or applicable insurer’s name shall be the property of Company and/or applicable insurer and shall be surrendered upon demand. If the policy, endorsement, or form content was created by the Producer, such content, and any copyrights arising from that creation, shall remain the property of the Producer, so long as the Producer remains in business and otherwise solvent.
(b) The results of any insurance written under this Agreement, loss and pricing data, underwriting criteria and surveys, loss control information, and other related data are the exclusive property of Company and/or the applicable insurer.
(c) Upon termination of this Agreement, the Producer shall promptly return to Company all items and information listed in this Section 26, which are the exclusive property of Company and/or the applicable insurer.
(d) If and to the extent that the Producer shall, in connection with this Agreement, come into possession of any information, business or technology of Company and/or the applicable insurer which the Producer is aware is not known to the public, the Producer shall treat such information as confidential and not to disclose such information to any person, entity or group not a party to this Agreement.
27. Expenses
(a) The Producer shall pay all expenses related to the performance of the Producer’s duties under this Agreement, including but not limited to: inspection fees, bureau reporting fees, rentals, transportation facilities, clerical expenses, sub-producers’ commissions (except as otherwise agreed in writing between the Producer and the Company), attorneys’ fees, postage, advertising, or personal local license fees. The Producer shall not charge or commit Company and/or applicable insurer to any expense, agreement, payment, debt, or obligation unless the Producer receives prior written approval from Company.
(b) The Producer shall pay for all of its own data processing hardware, and shall be responsible for any fees incurred for data processing software and technology acquired from third parties, including but not limited to, necessary line charges.
(c) The Producer shall reimburse Company and/or the applicable insurer for all expenses, fines and assessments resulting directly or indirectly from any action or omission for which the Producer is or was responsible or had obligation to perform. Any expenses incurred by Company for audits, market conduct examinations, and other investigations conducted by or at the direction of a regulatory agency, as it specifically relates to the business conducted under the authority of this Agreement, which audits establish material non-compliance with the terms of this Agreement by the Producer, shall be borne by the Producer. The Parties agree that such expenses include, without limitation, any actual, realized losses, charges, fines, or penalties incurred by Company arising out of any such audits, examinations, and investigations, which are levied by a regulatory agency.
28. Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof and no party hereto has made any representation, warranty or covenant in connection with the matters set forth herein except as expressly stated herein. Neither this Agreement nor any amendments nor terms thereto may be changed, waived, or discharged except by written agreement between the Producer and the Company.
29. Construction of Agreement. The titles and headings herein are for reference purposes only and shall not in any manner limit the construction of this Agreement which shall be considered as a whole. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” Each Party to this Agreement expressly recognizes that it results from a negotiated process in which each Party was given the opportunity to consult with counsel and contributed to the drafting of this Agreement. Given this fact, no legal or other presumptions against the Party drafting this Agreement concerning its construction, interpretation or otherwise, shall accrue to the benefit of any party to this Agreement, and each Party expressly waives the right to assert such a presumption in any proceedings or disputes connected with, arising out of, or involving this Agreement.
30. Waiver. The failure of Company or the Producer to insist on strict compliance with this Agreement, or to exercise any right or remedy hereunder, shall not constitute a waiver of any rights contained herein, nor estop the Parties from thereafter demanding full and complete compliance therewith, nor prevent the Parties from exercising such remedy in the future.
31. Counterparts; Electronic Signature. This Agreement may be executed in one or more counterparts, including by electronic transmission.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first set forth above.
THE COMPANY: Insight Risk Solutions, LLC
Title: Chief Underwriting Officer
PRODUCER:
{{agencyname}}
By: {{preparer_name}}
Name: {{preparer_name}}
Title: {{preparer_title}}
Entity classification (Sole Proprietor / Partnership / Corporation / Other, describe): {{entity_type}}
[SIGNATURE PAGE TO PRODUCER AGREEMENT]
SCHEDULE A
As long as there is an active Insight Risk Solutions, LLC – PREFERRED LIMITED PRODUCER AGREEMENT between the Producer and the company, the Producer is authorized to submit applications for the program(s) indicated in Table A below, the Company will pay the Producer the new and renewal commissions indicated for approved and bound applications.
Table A
| Program Name | Authorized State(s) | New Business Commission | Renewal Commission |
|---|---|---|---|
| E&S Hurricane Only Product | HI | 12% | 10% |
We will not pay any commission on business written or renewed after the effective date of termination of the Insight Risk Solutions, LLC – PREFERRED LIMITED PRODUCER AGREEMENT.
We will not pay any commission if the agent no longer possesses a license to transact insurance business including but not limited to expiration, suspension and/ or revocation by any state authority unless required by law and then subject to same fees as a terminated agency.
If this schedule is amended, it will be done through an amendment to Schedule A.
Company may amend this schedule without prior approval by Producer
By clicking "Accept Agreement Terms", you are digitally signing and agreeing to the contract outlined above
Electronic acceptance record
Signer Name: {{preparer_name}}
Signer Title: {{preparer_title}}
Email: {{preparer_email}}
Date Accepted: {{dateaccepted}}
Accepted on: {{dateaccepted}}