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Whereas Shield Commercial Insurance Services,
Inc. (hereinafter known as "SCIS") is a broker and wholesaler
for insurance markets; and whereas the Sub-Broker (hereinafter
known as "Broker") is a licensed insurance Agent or Broker in
one or more states and said Agent or Broker is desirous of
placing contracts of insurance from such states for
insured named in such contracts of insurance, and is desirous
of utilizing generally the underwriting facilities of SCIS.
Now, therefore, in consideration of the mutual covenants
and agreements herein expressed, the parties hereto agree as
follows:
I. OWNERSHIP OF THE BUSINESS
SCIS recognizes the independent ownership by the Broker of the
insurance business covered by the Agreement, however,
in the event it becomes necessary for SCIS to cancel the
Agreement by reason of violation by the Broker of any of the
provisions of the Agreement, before or after termination, the
use and control of expirations shall be vested in SCIS
insofar as they may be necessary to satisfy the interest
of SCIS and SCIS companies.
II. COMMISSIONS
SCIS shall pay the Broker as commission, a percentage rate
of the premium on each policy written and paid for under this
Agreement at the rate stipulated by SCIS. The Broker shall
pay SCIS a return commission at the same rate on any return
premiums, including return premiums on cancellations ordered
or made by SCIS whether or not the Broker shall have
collected the premium from the insured.
III. CANCELLATION OF INSURANCE
Nothing in this Agreement shall be construed as limiting or
restricting the right of SCIS to cancel any binder, policy or
contract of insurance issued under this Agreement in accordance
with the cancellation provisions of such binder, policy or
contract. The Broker shall not be entitled to credit for any
flat cancellation unless expressly agreed to in writing by
SCIS. The Broker shall be liable for the earned premium
thereon whether or not collected from the insured.
IV. PREMIUMS, TAXES AND FEES
Policy down payment, taxes and fees are due within the time
limit defined on the proposal or insurance binder. Full payment
of the balance premium due or satisfactory direct billing
established on any insurance bound or written, including
audits hereunder, net of the Broker's commission (net premium)
shall be paid by the Broker to SCIS within 30 days of the
effective date of coverage or invoice date, whichever is later,
regardless of whether or not the policy has been issued.
Failure by the Broker to remit such premiums as specified
shall be cause for SCIS to initiate cancellation proceedings
on behalf of SCIS companies. Reinstatement upon subsequent
payment by the Broker of the net premiums due shall be at
SCIS discretion. The Broker guarantees all premiums, taxes
and fees due to SCIS on insurance bound whether or not
collected from the insured.
V. CLAIMS
The Broker agrees to notify SCIS and/or SCIS authorized claims
adjusters and/or others designated on the SCIS Web Site of
any claims, suits or notices of loss. The Broker agrees to
cooperate fully with SCIS and its insurance markets to
facilitate the investigation adjustment, settlement and
payment of any claim when and as requested by SCIS or
its insurance markets.
VI. ADVERTISING
The Broker shall not insert any advertisement referring to
SCIS companies or cause to have issued any letter, circular,
pamphlet or other publication or statement referring to
SCIS companies without express written consent of SCIS. In
the event SCIS OR SCIS companies shall be subjected to
loss or expense arising out of any unauthorized advertisement,
publication or statement of the Broker, the Broker shall be
liable for all resulting damages and costs.
VIII. NO BINDING AUTHORITY
The Broker cannot bind, or cause to have bound any insured on
behalf of SCIS. The Broker has no authority to issue endorsements
to any policy issued by SCIS.
IX. CANCELLATlON OF AGREEMENT
The Agreement may be canceled at any time by either party
giving written notice to the other. After the date of
cancellation of the Agreement, unless otherwise stipulated
by SCIS, the Broker shall complete the collection and
account to SCIS for premiums, commissions and other
transaction unaccounted for on the date of cancellation
or arising thereafter with respect to the
outstanding balances. In case SCIS shall find it
necessary to perform any duty otherwise required of the
Broker under this Agreement, the Broker shall be liable for
all costs incident thereto.
X. OTHER PROCEDURES
SCIS and their issuing carriers assumes no responsibility
toward any policy holder or sub-Broker with regard to the
adequacy, amount or form of coverage obtained through SCIS.
The Broker will hold SCIS and their issuing carriers
harmless from any claim asserted against SCIS by reason of
SCIS following the Broker's instructions.
XI. INDEMNIFICATlONS
The Broker agrees to hold harmless and indemnify SCIS, INC.
and their issuing carrier(s) against any and all liability arising
out of dishonest, fraudulent or negligent acts, errors or omissions
of the Broker or any of their employees, agents, or Sub Brokers.
SCIS agrees to hold harmless and indemnify BROKER and it's employees
against any and all liability arising out of dishonest, fraudulent or
negligent acts, errors or omissions of SCIS, or any of it's employees,
agents, Sub Brokers or issuing carrier(s).
XII. COSTS AND FEES
Should either party bring suit in court to enforce any of the terms hereof,
it is agreed that the prevailing party shall be entitled to a judgment for
its costs and reasonable attorney's fees. This agreement shall be construed,
governed and enforced in accordance with the laws of the State of California.