EXCESS PROFESSIONAL INDEMNITY INSURANCE POLICY. DECLARATIONS Policy Number: Chubb Insurance Company of Europe SE (herein called the Company )

Transcription

1 EXCESS PROFESSIONAL INDEMNITY INSURANCE POLICY Item 1. Policyholder: Address DECLARATIONS Policy Number: Chubb Insurance Company of Europe SE (herein called the Company ) Item 2. Limit of Liability: Item 3. Underlying Insurance: (A) Primary Policy Insurer Policy Number Limit of Liability (B) Other Policies Insurer Policy Number Limit of Liability Item 4. Policy Period: From: To: Local time at the address shown in Item 1 Item 5. Endorsements Effective at Inception: Item 6. Termination of Prior Policies: For and on behalf of Chubb Insurance Company of Europe SE Date Chubb UK Professional Indemnity Excess Ed 08/02 Page 1 of 5

2 In consideration of the payment of the premium and subject to the Declarations made a part hereof the Company and the Policyholder agree as follows: Insuring Clause 1. The Company shall provide each Insured with insurance during the Policy Period excess of the Underlying Limit. Such excess insurance shall attach only after the Underlying Limit shall have been Exhausted. Cover hereunder shall apply in accordance with the terms of the Primary Policy and all the more restrictive terms of policies designated in Item 3(B) of the Declarations, except as otherwise provided herein. Policy Definitions 2. In this Policy, the word person(s), wherever it appears, means legal or natural person(s) unless otherwise specified. When used in this Policy: Exhausted or Exhaustion means a situation where payment by the insurers of the Underlying Insurance of a covered loss has resulted in total exhaustion of the Underlying Limit. Payment by an insurer of any amount within any retention, deductible or excess under the Primary Policy shall be deemed not to count towards such exhaustion, even if such payment does, under the terms of the Primary Policy, erode the limit of liability thereof. If an insurer of the Underlying Insurance fails to or refuses to pay any loss, that unpaid loss shall not be covered under this Policy but shall be retained by the Insured. Insured means a person defined as being insured under the Primary Policy, subject to all the more restrictive definitions of the other policies stated in Item 3(B) of the Declarations. Where there is more than one Insured, for the purposes of this Policy all Insureds are insured jointly and for their joint interests. Policyholder means the entity stated in Item 1 of the Declarations. Primary Policy means the policy stated in Item 3(A) of the Declarations or any policy of the same insurer renewing such policy. Policy Period means the period of time stated in Item 4 of the Declarations, subject to prior termination in accordance with Section 9, Policy Termination, below. Underlying Insurance means all policies stated in Item 3 of the Declarations and any policies of the same insurers renewing such policy(ies). Underlying Limit means the amount equal to the aggregate of all limits of liability for all Underlying Insurance stated in Item 3 of the Declarations. U.S.A. means the United States of America, its territories and possessions and any state or political subdivision thereof. Maintenance of Underlying Insurance; Changes to Underlying Insurance 3. It is a condition precedent to the Company s liability under this Policy for a loss that: the Underlying Insurance be maintained in full effect during the Policy Period (except for any reduction or Exhaustion of the Underlying Limit caused solely by payment of covered Chubb UK Professional Indemnity Excess Ed 08/02 Page 2 of 5

3 loss thereunder) and that the Policyholder notify the Company in writing as soon as practicable of any material change to the terms of the Underlying Insurance (in the event of such material change, the Company shall have the right to amend the terms of this Policy including charging an additional premium); and the Policyholder notify the Company in writing as soon as practicable of any additional or return premiums charged or paid in connection with any Underlying Insurance. Claim Notice and Participation 4. It is a condition precedent to the Company s liability under this Policy for a loss: that each Insured comply with all its obligations in the Underlying Insurance with regard to notification to insurers of that loss and of the claim or matter which gives rise to it; and that an Insured notify the Company in writing as soon as practicable after notice of the claim or matter which gives rise to the loss has first been given to any of the insurers of the Underlying Insurance. The Company may, at its sole discretion, elect to participate in the investigation, negotiation, settlement or defence of any claim made against an Insured whether or not the Underlying Insurance has been Exhausted. At the Company s request, each Insured shall provide full co-operation to the Company in all matters relating to any claim against the Insured (including access to any partner, director, officer, trustee or employee), and shall produce for the Company s inspection any and all records and at such reasonable times and places as the Company shall designate. Each Insured agrees not to settle any claim, incur any costs or expenses or otherwise assume any contractual obligation or admit any liability with respect to any loss which could be covered by this Policy without the Company s prior written consent, which shall not be unreasonably withheld. The Company shall not be liable for any settlement, costs, expenses, assumed obligation or admission to which it has not consented in writing. Each Insured undertakes not to prejudice the Company s interests or its potential or actual rights of recovery and to give the Company such information and co-operation as the Company shall require. Limits of Liability 5. The Company s maximum liability for any one loss, whether the claim or other matter on account of which the loss is incurred is against or involves one or any number of Insureds, shall be the Limit of Liability stated in Item 2 of the Declarations. However, if the loss is on account of a claim brought and maintained entirely outside the U.S.A., the Company shall in addition pay defence costs covered by this Policy in respect of that claim in the proportion that the damages and claimant s costs indemnified by the Company bears to the whole amount of the damages and claimant s costs awarded in respect of that claim or for which that claim is settled. Except as aforesaid, defence costs are part of and not in addition to that Limit of Liability. All loss arising out of the same act, error or omission and/or arising out of causally connected acts, errors or omissions shall be deemed to be a single loss, whether the claims, or other matters on account of which loss is incurred, are against or involve one or any number of Insureds, and to have originated in the earliest policy period in which first such a claim was made or matter arose. Chubb UK Professional Indemnity Excess Ed 08/02 Page 3 of 5

4 Subrogation - Recoveries 6. The Company shall be subrogated to the extent of any payment made under this Policy to each Insured s rights of recovery and each Insured shall execute all papers required and shall do everything necessary to secure and preserve such rights and to enable the Company to bring proceedings in the name of that Insured. Any amounts recovered after payment of loss hereunder shall be apportioned in the inverse order of payment to the extent of actual payment. The expenses of all recovery proceedings shall be apportioned among the recipients in the ratio of their respective recoveries. Notice 7. Notice to the Company under this Policy shall be given in writing, addressed to: Notice of claim or circumstances: Claims Department All other notices: Executive Protection Department Chubb Insurance Company of Europe SE, 106 Fenchurch Street, London, EC3M 5NB Such notice shall be effective on the date of receipt by the Company at such address. Authorisation of Policyholder; Alteration and Assignment; Contracting Parties 8. The Policyholder hereby agrees to act on behalf of all Insureds with respect to the giving or receiving of any notice provided for under this Policy, including claims and termination, the payment of premiums, the receiving of any return premiums which become due under this Policy and the negotiation, agreement to and acceptance of endorsements, and the Insureds agree that the Policyholder shall so act on their behalf. No change in, modification of, or assignment of interest under, this Policy shall be effective except when made by written endorsement to this Policy duly executed on behalf of the Company. No person other than the Policyholder shall have any rights under or in connection with this Policy by virtue of the Contracts (Rights of Third Parties) Act 1999 or any amendment or re-enactment thereof. The Policyholder may not assign to any other person any right or cause of action against the Company under or in connection with this Policy. Policy Termination 9. This Policy shall terminate at the earliest of the following times: (c) (d) seven days after the receipt by the Policyholder of a written notice of termination from the Company for non-payment of premium, expiration of the Policy Period; receipt by the Company of written notice of termination from the Policyholder; termination of any policy stated in Item 3 of the Declarations without it being renewed by the insurer of that policy; and Chubb UK Professional Indemnity Excess Ed 08/02 Page 4 of 5

5 (e) such other time as may be agreed upon by the Company and the Policyholder. If, at the time of termination of this Policy, no claim has been made under this Policy, the Company shall refund unearned premium, which, if this Policy is terminated by the Policyholder or is terminated because a policy stated in Item 3 of the Declarations is terminated by the Policyholder, shall be computed at customary short term rates and, if this Policy is terminated otherwise, shall be computed pro rata. Termination of Prior Policies 10. Any policies specified in Item 6 of the Declarations shall terminate, if not already terminated, on the inception date of this Policy. Choice of Law and Forum 11. This Policy shall be subject to English law and to the exclusive jurisdiction of the courts of England and Wales. Chubb UK Professional Indemnity Excess Ed 08/02 Page 5 of 5