NATIONAL INSURANCE INTERMEDIARIES, INC. DIRECT ACCESS PRODUCER AGREEMENT

Transcription

1 NATIONAL INSURANCE INTERMEDIARIES, INC. DIRECT ACCESS PRODUCER AGREEMENT THIS AGREEMENT ("Agreement"), dated is entered into by and between Orchid Underwriters Agency, Inc. ( Orchid ) located at: th Place, Suite A110, Vero Beach, FL and. ( Producer ) located at: RECITALS Orchid is a corporation organized under the laws and statutes of the state of Florida but is authorized to do business in several other states. In Arizona, California, Nevada and Hawaii Orchid does business as Orchid Insurance Brokers. Orchid is a wholesale insurance broker and has distribution contracts with certain excess surplus lines and admitted insurance carriers. Producer is retail insurance provider engaged in the business of selling insurance to the general public. AGREEMENT NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements herein contained, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: DEFINITIONS Premium means base premium plus all surplus lines fees. Surplus Lines Fees means fees collected for each policy that include the inspection fee, policy fee, state tax, surplus lines tax, and assessment. Base Premium means the insurance base premium collected by the Surplus Lines Carrier which does not include Surplus Lines Fees as described above. Net Premium means the base premium minus commission per policy. Page 1 of 8

2 ARTICLE 1. DUTIES AND RESPONSIBILITIES Section 1.01 Placement of Insurance: The parties will work together to place policies through Orchid for the clients of Producer. Orchid shall have the exclusive right to accept or reject applications for insurance. Section 1.02 Independent Contractors: In submitting business to Orchid, Producer is acting as agent for the applicant and is not acting as an agent, subagent or broker for Orchid. This agreement does not create an employment relationship between Orchid and Producer. Producer is an independent contractor who desires to provide insurance to the consumer. Orchid does not retain the right to control the mode, method or means of sales by Producer. Section 1.03 Limitations of Authority and Responsibility: Producer shall have no authority to bind any insurer for Orchid, waive or modify terms of payment of any premium or deposit, modify the terms of any insurance policy, modify the procedures under this contract, or incur any liability on behalf of Orchid. Producer acknowledges that Orchid, without limiting other remedies, reserves the right to cancel active policies due to non-payment of premium, failure to meet or maintain compliance with Orchid s underwriting criteria or at the direction of the carrier. The parties also acknowledge that Orchid has the exclusive right to modify coverages, modify premiums, non-renew policies, and cancel policies in accordance with applicable law of the state in which the insurance is placed. Section 1.04 No duty to policyholder: Orchid shall have no responsibility to any policyholder, sub-agent, solicitor, or sub-producer with regard to the adequacy, amount or form of coverage obtained through Orchid including but not limited to determining whether insurance supplied pursuant to this agreement shall meet the needs of any policyholder. Section 1.05 Sub-producers: Producer shall not place business through sub-producers unless the identity of the sub-producer has been disclosed to Orchid in advance of the request for quote and Orchid consents in writing to the placing of business through the subproducer. Producer shall insure that sub-producer conducts business in a manner which is consistent with this agreement which shall include, but is not limited to, compliance with laws under Article 5 and the maintaining of errors and omissions coverage as specified in Article 7. Producer shall notify Orchid of any suspension, cancellation or disciplinary action with respect to agency and individual licenses of sub-producer. Use of a sub-producer shall not relieve producer of its obligations under this agreement. Page 2 of 8

3 ARTICLE 2. PREMIUM PAYMENTS Producer guarantees the payment to Orchid and is liable for all premiums on policies of insurance placed by Producer through Orchid. Such payment is due and shall be paid to Orchid by Producer in accordance with payment terms established from time to time by Orchid and is due and payable whether or not Producer has collected the premium. Producer assumes the credit risk of advancing premiums to Orchid before collecting premiums from an insured. ARTICLE 3. CLAIMS Producer shall notify Orchid promptly of any claims, suits or notices of loss or circumstances which might reasonably be expected to result in a claim, suit or notice of loss and shall cooperate fully with Orchid to facilitate the investigation and adjustment of any claims as requested by Orchid or the underlying insurance carrier. ARTICLE 4. MONIES HELD BY PRODUCER Producer shall hold any monies collected by Producer for the account of Orchid in a fiduciary capacity in accordance with the laws of the state in which Producer s principal office is located. ARTICLE 5. COMPLIANCE WITH LAWS Section 5.01 Producer s Compliance : Producer warrants and agrees that: (1) Producer shall comply with all applicable laws and regulations governing the conduct of business contemplated by this agreement; (2) Producer is properly licensed to transact business as an agent in accordance with the provisions of the insurance laws of all states in which it does business; and (3) Producer will promptly notify Orchid of any suspension, cancellation, or disciplinary action with respect to Producer s agency or individual licenses. Producer shall provide Orchid documentation evidencing its agent licenses upon request by Orchid. Section 5.02 Orchids Compliance: Orchid warrants and agrees that: (1) Orchid shall comply with all applicable laws and regulations governing the conduct of business contemplated by the agreement; (2) Orchid is properly licensed to transact business as insurance producer and surplus lines broker in accordance with the provisions of the insurance laws of all states in which it does business; and (3) Orchid will promptly notify Producer of any suspension, cancelation, or disciplinary action with respect to Orchid s agency or individual licenses. Orchid shall provide Producer documentation evidencing its insurance licenses upon request by Producer. ARTICLE 6. INDEMNIFICATION Each party agrees to indemnify and hold the other harmless from and against any and all claims, demands, expenses losses, actions, or liability including but not limited to reasonable attorneys fees and costs of suit arising out of or in anyway connected with the respective Page 3 of 8

4 performance of the promises, agreements, and obligations of each imposed hereunder. Producer shall remain responsible to Orchid for any and all uncollected accounts receivable, bad debts and payments of premiums and other charges to insurers. ARTICLE 7. ERRORS AND OMISSIONS COVERAGE Section 7.01 Producer s Coverage: Producer shall maintain errors and omissions liability insurance coverage with a carrier acceptable to Orchid with limits of at least $1 Million per claim and provide proof of insurance upon request by Orchid. Section 7.02 Orchid s coverage: Orchid shall maintain errors and omissions liability insurance coverage with a carrier acceptable to Producer with limits of at least $1 Million per claim and provide proof of insurance upon request by Producer. ARTICLE 8. OWNERSHIP OF BUSINESS Ownership and control of the expirations on any business placed by Producer through Orchid shall remain with the Producer. However, notwithstanding said ownership Producer shall remain obligated to Orchid for the payment of all premiums due under Article 2 of this agreement. ARTICLE 9. PLACEMENT OF SURPLUS LINES BUSINESS Producer shall not place an order with Orchid for excess or surplus lines insurance unless Producer shall have first complied with applicable state laws including but not limited to attempts to procure such insurance from insurers authorized to do business in the applicable state where such efforts are required by state law. For excess or surplus line insurance placed by Orchid for Producer, Orchid shall be responsible for filing the surplus lines taxes and fees and remitting payment to the appropriate regulatory authority. ARTICLE 10. COMMISSIONS ON BUSINESS See attached Commission Schedule. Page 4 of 8

5 ARTICLE 11. ACCOUNT MANAGEMENT Section Commission Payment and Billing: An invoice showing net premium and all surplus lines fees due Orchid on each policy or endorsement will be electronically provided to Producer s accounting representative and is due 10 business days from the invoice date. Credit memos for return premium requests are processed in the same manner. Additionally, Orchid will provide weekly (unless another time period is agreed upon in writing) statements to Producer showing all outstanding balances and credits as of the date of the statement. A credit balance in excess of balance due will be refunded upon request. Checks shall be made payable to Orchid Underwriters Agency, Inc. or Orchid Insurance Brokers as directed on the invoice and shall be mailed to the address provided on the invoice. Arrangements for electronic funds transfer are available. Section No advance notice: Orchid shall be under no obligation to give Producer advance notice of expiration of any policies which Producer procures through Orchid. Section No flat cancellations by Producer: No insurance contract may be returned to Orchid for flat cancellation unless it is returned prior to the inception date of the contract. A minimum earned premium may be charged after the contract inception date in accordance with the cancellation provisions of such contract. Inspection and policy fees are nonrefundable. Section Cancellation for failure to pay first premium: Orchid may, at its option, cancel flat any policy on which the initial premium is not paid in accordance with the terms of this agreement.. Section Financed premiums: Orchid shall honor a premium finance company s power of attorney to process cancellation requests. In the event the policy is cancelled upon the request of a finance company Orchid, at its option, may choose not to reinstate any policy. Section Rules and Guidelines: Producer shall follow rules and guidelines which from time to time may be promulgated by Orchid including but limited to the form and content of applications and the extent and sufficiency of information to be provided on or with the application. Failure to follow such rules and guidelines may at the option of Orchid be grounds for cancellations of this contract. ARTICLE 12. ORCHID S CONFIDENTIAL INFORMATION Each party shall each hold and cause their affiliates, employees, other representatives and agents to hold in strict confidence all of the other parties confidential information. For purposes of this agreement the other parties confidential information shall mean each party s written and non-written information of a proprietary or confidential nature including but not limited to each party s information accessed through any system or software addressing operations, strategy, hardware and software systems, computers, policy terms, customers, customer data, procedures, techniques, interfaces, networks, protocols, data, data bases, technical processes, distribution arrangements, customers, customer relationships, customer lists, costs, profits, losses, markets, sales, products, key personnel, pricing policies, concepts, Page 5 of 8

6 models, analytics, compensation, suppliers, programs, methods, plans for future developments, and all other information not readily available to the public, the party s competitors or clients. ARTICLE 13. PRIVACY AND CONFIDENTIALITY Each party acknowledges that due to the nature of their business each has had access to certain confidential information which each is required to protect, maintain and secure in accordance of the Gramm-Leach-Bliley Act (15 USC 6801), 6805 (b) (1) and the regulations issued thereunder (12 C.F.R. part 40), the Fair and Accurate Credit Transactions Act (15 USC 1681, 1681w) and the regulations issued thereunder (12C.F.R. parts 30 and 41) and other statutory, legal and regulatory requirements collectively referred to as Privacy Laws. Therefore the parties agree and acknowledge that they have no legal right to access, receive, accept, transmit, store or otherwise impact confidential information which has come into their possession except as may be permitted under said Privacy Laws and except where necessary to provide services within the scope of this agreement. Accordingly, the parties agree not to permit or provide access to said confidential information by agents, employees, affiliates, representatives and subcontractors not engage in the placing of insurance under this agreement. The obligation to protect the information covered by the Privacy Laws shall survive the termination of this agreement and shall continue indefinitely. The confidential information agreed to be protected herein shall not include information (i) required to be disclosed by law; (ii) generally available to the public other than as a result of a breach of a non-disclosure obligation; or (iii) available to and obtained on a non-confidential basis from a source other than either party to disagreement. ARTICLE 14. GENERAL PROVISIONS Section Notices: Any notices to be given hereunder by either party to the other must be in writing and by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Notice shall be given as follows: PRODUCER ORCHID UNDERWRITERS AGENCY Sharon Christensen th Place, Suite A110 Vero Beach, FL Page 6 of 8

7 Section Jurisdiction and Venue: This agreement shall be governed by and construed in accordance with laws of the state of Florida and venue shall lie in Indian River County Florida without reference to or regard for choice of law principals. Section Attorney s Fees: If any action at law or in equity is necessary to enforce or interpret the terms of this agreement, the prevailing party shall be entitled to reasonable attorney s fees, costs and necessary disbursements in addition to any other relief to which it may be entitled. Section Assignment: This agreement for services by Producer is personal; it cannot be transferred, assigned, pledged, made subject to a security interest, or otherwise disposed of by Producer in whole or in part. Section Amendment: consent of the parties. This agreement may only be amended by the written Section Termination: Either party may terminate this agreement at any time upon written notice provided in accordance the notice provisions stated herein. Upon termination each party shall without delay account for all sums due and owing under the terms of this agreement so as to bring all unsettled accounts current. IN WITNESS HEREOF, The Parties hereto have caused this Agreement to be signed this day and year first above written. Facsimile signatures have the same effect as witnessing signatures. Orchid Underwriters Agency, Inc. Name of Producer Bradford R. Emmons, President Signature Printed Title Date Date Page 7 of 8

8 PRODUCER INFORMATION Personal Lines Manager Phone Number Commercial Lines Manager Phone Number Please provide Name, License number and of any other personnel to be associated with this agreement. Page 8 of 8