LAWYERS PROFESSIONAL LIABILITY INSURANCE DECLARATIONS

Transcription

1 nsurance Company Renewal of: New Policy No.: LAWYERS PROFESSIONAL LIABILITY INSURANCE DECLARATIONS NOTICE: EXCEPT TO SUCH EXTENT AS MAY OTHERWISE BE PROVIDED HEREIN, THIS POLICY IS WRITTEN ON A CLAIMS MADE BASIS AND COVERS ONLY THOSE CLAIMS FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD AND REPORTED IN WRITING TO THE COMPANY PURSUANT TO THE TERMS HEREIN. THE LIMIT OF LIABILITY AVAILABLE TO PAY JUDGMENTS OR SETTLEMENTS SHALL BE REDUCED BY AMOUNTS INCURRED AS DEFENSE COSTS. PLEASE READ CAREFULLY. Item 1. Named Insured: Mailing Address: Street: City: State and Zip Code: Item 2. Limits of Liability: (A) each CLAIM, including CLAIMS EXPENSE (B) Annual Aggregate, including CLAIMS EXPENSE Item 3. Deductible: Deductible per CLAIM and AGGREGATE Item 4. Policy Period: From: To: at Standard Time at the mailing address shown above. Item 5. Premium: Item 6. Retroactive Date: See Form CVX-LAW-266 (04/2005) Item 7. Endorsements: (SEE ATTACHED SCHEDULE OF FORMS AND ENDORSEMENTS)

2 Form(s) and Endorsement(s) made a part of this policy at time of issue: Form Number Edition Date Description

3 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DAMAGES DEFINITION CHANGE This endorsement modifies Insurance provided under the following: LAWYERS PROFESSIONAL LIABILITY COVERAGE PART Paragraph III. of DEFINITIONS is deleted and replaced by the following: III. DAMAGES means the monetary and compensatory portion of any judgment, award or settlement, provided always that DAMAGES shall not include: A. punitive damages, exemplary damages, fines, penalties, treble damages or any other increases in damages resulting from the multiplication of compensatory damages, fees, sanctions, fines, taxes or attorneys fees; B. matters deemed uninsurable or against public policy; C. any form of non-monetary relief; D. DAMAGES rendered pursuant to the Racketeer Influenced and Corrupt Organizations Act of 1970 (commonly known as RICO), Title 18 U.S.C. Section 1960, et seq., or any similar federal or state statute or law; E. the return of forfeiture of fees paid to the INSURED for PROFESSIONAL SERVICES; F. interest in excess of the applicable limit of liability, which accrues on that part of any judgment within such limit. This endorsement forms a part of the policy to which attached, effective on the inception date of the policy unless otherwise stated herein. (The following information is required only when this endorsement is issued subsequent to preparation of policy.) Endorsement effective: Policy No. Endorsement No. Named Insured: Countersigned by (Authorized Representative)

4 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DEDUCTIBLE AMENDMENT ENDORSEMENT This endorsement modifies Insurance provided under the following: LAWYERS PROFESSIONAL LIABILITY COVERAGE PART Paragraph II. DEDUCTIBLE OF LIMITS OF LIABILITY AND DEDUCTIBLE is deleted and replaced by the following: II. DEDUCTIBLE: The deductible stated in the Declarations applies to each CLAIM and shall be paid by the NAMED INSURED. The deductible shall be first applied to all CLAIMS EXPENSE, with the remainder, if any, then to be applied to DAMAGES. Payment of the deductible or portions thereof shall be made by the NAMED INSURED within thirty (30) days of receipt of demand by the Company. The limits of liability set forth in the Declarations are in addition to and in excess of the deductible. This endorsement forms a part of the policy to which attached, effective on the inception date of the policy unless otherwise stated herein. (The following information is required only when this endorsement is issued subsequent to preparation of policy.) Endorsement effective: Policy No. Endorsement No. Named Insured: Countersigned by (Authorized Representative)

5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ELECTRONIC DATA AND CYBER RISK EXCLUSION This endorsement modifies Insurance provided under the following: LAWYERS PROFESSIONAL LIABILITY COVERAGE PART We will not pay for injury or damage, directly or indirectly, arising out of, caused by, contributed to by, or resulting from any: 1. Functioning, nonfunctioning, malfunctioning, availability, or nonavailability of: a. the internet or similar facility; or b. any intranet or private network or similar facility; or c. any website, bulletin board, chat room, search engine, portal or similar third party application service. 2. Alteration, corruption, destruction, distortion, erasure, theft or other loss of or damage to data, software, information repository, microchip, integrated system or similar device in any computer equipment or non-computer equipment or any kind of programming or instruction set. 3. Loss of use or functionality, whether partial or entire, of data, coding, program, software, any computer or computer system or other device dependent upon any microchip or embedded logic and any ensuing inability or failure of the insured to conduct business. This exclusion supplements any exclusion elsewhere in the policy. This endorsement forms a part of the policy to which attached, effective on the inception date of the policy unless otherwise stated herein. (The following information is required only when this endorsement is issued subsequent to preparation of policy.) Endorsement effective: Policy No. Endorsement No. Named Insured: Countersigned by (Authorized Representative)

6 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION OF CERTIFIED ACTS OF TERRORISM, OTHER ACTS OF TERRORISM AND WAR This endorsement modifies Insurance provided under the following: LAWYERS PROFESSIONAL LIABILITY COVERAGE PART The following exclusions are added: A. This insurance does not apply to: 1. Any injury or damage arising, directly or indirectly, out of a certified act of terrorism or an other act of terrorism. However, with respect to an other act of terrorism, this exclusion applies only when one or more of the following are attributable to such act: a. The total of insured damage to all types of property exceeds $25,000,000. In determining whether the $25,000,000 threshold is exceeded, we will include all insured damage sustained by property of all person and entities affected by the terrorism and business interruption losses sustained by owners or occupants of the damaged property. For the purpose of this provision, insured damage means damage that is covered by any insurance plus damage that would be covered by any insurance but for the application of any terrorism exclusions; or b. Fifty (50) or more persons sustain death or serious physical injury. For the purposes of this provision, serious physical injury means: i. Physical injury that involves a substantial risk of death; or ii. Protracted and obvious physical disfigurement; or iii. Protracted loss of or impairment of the function of a bodily member or organ; or c. The terrorism involves the use, release or escape of nuclear materials or directly or indirectly results in nuclear reaction or radiation or radioactive contamination; or d. The terrorism is carried out by means of the dispersal or application of pathogenic or poisonous biological or chemical materials; or e. Pathogenic or poisonous biological or chemical materials are released, and it appears that one purpose of the terrorism was to release such materials. Paragraphs A.1.a. and b. describe the thresholds used to measure the magnitude of an incident of an other act of terrorism and the circumstances in which the threshold will apply for the purpose of determining whether this exclusion will apply to that incident. 2. Any injury or damage, however caused, arising, directly or indirectly, out of: a. War, including undeclared or civil war; or b. Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or c. Insurrection, rebellion, revolution, usurped power or action taken by governmental authority in hindering or defending against any of these. Page 1 of 2

7 B. The following definitions are added: 1. For the purposes of this endorsement, any injury or damage means any injury or damage covered under any Coverage Part to which this endorsement is applicable. 2. Certified act of terrorism means an act that is certified by the Secretary of the Treasury, in concurrence with the Secretary of State and Attorney General of the United States, to be an act of terrorism pursuant to the federal Terrorism Risk Insurance Act of The federal Terrorism Risk Insurance Act of 2002 sets forth the following criteria for certified act of terrorism : a. The act resulted in aggregate loss in excess of $5,000,000; and b. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals acting on behalf of any foreign person or foreign interest, as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. 3. Other act of terrorism means a violent act or an act that is dangerous to human life, property or infrastructure that is committed by an individual or individuals and that appears to be part of an effort to coerce a civilian population or to influence the policy or affect the conduct of any government by coercion, and the act is not certified as a terrorist act pursuant to the federal Terrorism Risk Insurance Act of Multiple incidents of an other act of terrorism which occur within a seventy-two (72) hour period and appear to be carried out in concert or to have a related purpose or common leadership shall be considered to be one incident. C. In the even of any incident of a certified act of terrorism or an other act of terrorism that is not subject to this exclusion, coverage does not apply to any loss or damage that is otherwise excluded under this Coverage Part. This endorsement forms a part of the policy to which attached, effective on the inception date of the policy unless otherwise stated herein. (The following information is required only when this endorsement is issued subsequent to preparation of policy.) Endorsement effective: Policy No. Endorsement No. Named Insured: Countersigned by (Authorized Representative) Page 2 of 2

8 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OFFICE SHARING EXCLUSION ENDORSEMENT This endorsement modifies Insurance provided under the following: LAWYERS PROFESSIONAL LIABILITY COVERAGE PART This policy does not apply to any CLAIM arising out of any WRONGFUL ACTS of any entity that is not an INSURED under this policy, or with whom an INSURED shares common office space. This endorsement forms a part of the policy to which attached, effective on the inception date of the policy unless otherwise stated herein. (The following information is required only when this endorsement is issued subsequent to preparation of policy.) Endorsement effective: Policy No. Endorsement No. Named Insured: Countersigned by (Authorized Representative)

9 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIOR AND PENDING LITIGATION ENDORSEMENT This endorsement modifies Insurance provided under the following: LAWYERS PROFESSIONAL LIABILITY COVERAGE PART In consideration of the premium paid, it is hereby understood and agreed that the Company has no duty to defend or indemnify an INSURED for, and this policy does not apply to any CLAIM based upon or arising out of any demand, suit or proceeding pending, or order, decree, settlement or judgment entered against the NAMED INSURED as of, or alleging or derived from the same or essentially the same facts as alleged in such pending or prior litigation or demand. This endorsement forms a part of the policy to which attached, effective on the inception date of the policy unless otherwise stated herein. (The following information is required only when this endorsement is issued subsequent to preparation of policy.) Endorsement effective: Policy No. Endorsement No. Named Insured: Countersigned by (Authorized Representative)

10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RETROACTIVE DATE ENDORSEMENT This endorsement modifies Insurance provided under the following: LAWYERS PROFESSIONAL LIABILITY COVERAGE PART In consideration of the premium paid, it is agreed that the policy is amended as follows: This policy does not apply to any CLAIMS or CLAIMS arising from, attributable to, or based upon any WRONGFUL ACT(S) committed or alleged to have been committed by the following lawyers prior to the corresponding retroactive date. NAME OF ATTORNEY AND RETROACTIVE DATE The retroactive date for any insured or former insured not specifically listed in this endorsement is: This endorsement forms a part of the policy to which attached, effective on the inception date of the policy unless otherwise stated herein. (The following information is required only when this endorsement is issued subsequent to preparation of policy.) Endorsement effective: Policy No. Endorsement No. Named Insured: Countersigned by (Authorized Representative)

11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TERRORISM EXCLUSION This endorsement modifies Insurance provided under the following: LAWYERS PROFESSIONAL LIABILITY COVERAGE PART Notwithstanding any other provision of this policy to the contrary, this insurance does not apply to any loss, cost, expense, damage, injury or economic detriment, whether arising by contract, operation of law or otherwise, whether or not concurrent or in any sequence with any other cause or event, that in any way, form or manner, directly or indirectly, arises out of, results from or is caused by terrorism, and also including any action taken in hindering or defending against terrorism. Terrorism means any act of force or violence or other illegal means, whether actual, alleged or threatened, by any person, persons, group, private or governmental entity or entities, or any other type of organization of any nature whatsoever, whether the identity of which is known or unknown, that appears to be for political, religious, racial, ethnic, ideological, ecological or social purposes, objectives or motives and that causes or appears to be intended to cause: 1. alarm, fright, fear of danger, concern or apprehension for public safety; 2. the interference or disruption of an electronic, communication, information or mechanical system; 3. the intimidation or coercion of the civilian population, or any governmental body; or 4. the alteration of the policies, foreign or domestic of any governmental body. This exclusion does not affect the applicability of, and is in addition to, any exclusion of war, warlike or military action, whether or not specifically denominated as such. This endorsement forms a part of the policy to which attached, effective on the inception date of the policy unless otherwise stated herein. (The following information is required only when this endorsement is issued subsequent to preparation of policy.) Endorsement effective: Policy No. Endorsement No. Named Insured: Countersigned by (Authorized Representative)

12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAR EXCLUSION This endorsement modifies Insurance provided under the following: LAWYERS PROFESSIONAL LIABILITY COVERAGE PART Any exclusion of war, warlike or military action whether or not specifically denominated as such, is deleted and replaced by the following: Notwithstanding any provision of this policy to the contrary, this insurance does not apply to injury, damage, loss, cost or expense, due to war, whether or not declared, or any act or condition incident to war. War includes civil war, insurrection, rebellion, revolution or action taken by governmental authority in hindering or defending against any of these. This exclusion does not affect the applicability of, and is in addition to, any exclusion of terrorism, whether or not specifically denominated as such. This endorsement forms a part of the policy to which attached, effective on the inception date of the policy unless otherwise stated herein. (The following information is required only when this endorsement is issued subsequent to preparation of policy.) Endorsement effective: Policy No. Endorsement No. Named Insured: Countersigned by (Authorized Representative)

13 NOTICE THIS IS A CLAIMS MADE AND REPORTED FORM LAWYERS PROFESSIONAL LIABILITY INSURANCE POLICY CLAIMS-MADE DEFENSE AND DAMAGES WITHIN LIMITS AND DUTY TO DEFEND THIS LAWYERS PROFESSIONAL LIABILITY POLICY PROVIDES COVERAGE ON A "CLAIMS-MADE" AND REPORTED BASIS. THE COVERAGE PROVIDED BY THIS POLICY IS LIMITED TO ONLY THOSE CLAIMS WHICH ARISE FROM PROFESSIONAL SERVICES RENDERED AFTER THE RETROACTIVE DATE STATED IN THE DECLARATIONS AND WHICH ARE FIRST MADE AGAINST THE INSURED AND REPORTED TO US DURING THE POLICY PERIOD OR ANY APPLICABLE EXTENDED REPORTING PERIOD. PLEASE REVIEW THE POLICY CAREFULLY. THIS POLICY CONTAINS IMPORTANT EXCLUSIONS AND CONDITIONS. ALL WORDS OR PHRASES (OTHER THAN CAPTIONS) THAT ARE PRINTED IN BOLD FACE ARE DEFINED IN THE POLICY. PLEASE DISCUSS ANY QUESTIONS CONCERNING THE COVERAGE WITH YOUR INSURANCE AGENT OR BROKER. WHAT TO DO IN CASE OF A CLAIM In the event you directly or indirectly become involved in a professional liability claim, you should immediately report the details to either your agent/broker or to: Note: Failure to promptly report a claim could jeopardize your policy. IMPORTANT This policy is not effective unless a Declarations page is issued. Page 1 of 13

14 TABLE OF CONTENTS SECTION I INSURING AGREEMENT 3 SECTION II CLAIMS TO WHICH THIS POLICY APPLIES 3 SECTION III COVERAGE TERRITORY 3 SECTION IV DEDUCTIBLE 3 SECTION V DEFENSE PROVISIONS 4 SECTION VI SETTLEMENT PROVISIONS 4 SECTION VII WHO IS AN INSURED 4 SECTIN VIII LIMITS OF LIABILITY 4 SECTION IX EXCLUSIONS 5 SECTION X DEFINITIONS 8 SECTION XI CONDITIONS 9 SECTION XII EXTENDED REPORTING PERIOD 11 Page 2 of 13

15 LAWYERS PROFESSIONAL LIABILITY INSURANCE POLICY CLAIMS MADE AND REPORTED DEFENSE AND DAMAGES WITHIN LIMITS Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy, the words "you" and "your" refer to both the named insured shown in the Declarations and any additional insured(s) added to the policy by Endorsement. The words "Company', "we," "us" and "our' refers to the Company providing this insurance. Words and phrases, other than titles, which are defined in SECTION X DEFINITIONS, have special meaning. These special words or phrases appear in boldface throughout the policy SECTION I INSURING AGREEMENT Professional Liability Coverage In consideration of the payment of the premium and in reliance upon the statements and representations of the named insured in the Application(s) for insurance, subject to all of the terms of this policy, the Company agrees to pay on behalf of the insured those sums in excess of the deductible that the named insured becomes legally obligated to pay as damages because of claims first made against the insured for actual or alleged errors, omissions or personal and advertising injury arising out of professional services as described in SECTION II CLAIMS TO WHICH THIS POLICY APPLIES and reported to us in writing during the policy period or Extended Reporting Period (if applicable), but: 1. The amount we will pay for all claim expenses and damages in the defense of any claim is limited to the Per Claim Limit as described in SECTION VIll LIMITS OF LIABILITY, shown in the Declarations; 2. Our right and duty to defend end when we have used up the applicable limit of insurance by payment of damages or claim expenses or by any combination of both, in the defense or settlement of any claim, described in SECTION VIll LIMITS OF LIABILITY, shown in the Declarations; and 3. We have no duty to pay claim expenses or defend the insured against any claim seeking damages not covered by the policy. SECTION II CLAIMS TO WHICH THIS POLICY APPLIES Subject to the terms of this policy, this insurance applies to a claim only if: 1. The professional services giving rise to such claim are rendered: a. In the Coverage Territory as described in SECTION III COVERAGE TERRITORY; and b. To a client of the named insured; and c. Within the insured's profession; and d. On or after the retroactive date specified for the named insured and before the end of the policy period; and e. Such claim is reported to us in writing within ten (10) days of receipt by the named insured of a written notice of a claim; and 2. The named insured's written report of a claim is received by us prior to the expiration date of the policy period or the expiration of an Extended Reporting Period, if one applies. SECTION III COVERAGE TERRITORY The insurance provided by this policy applies only to professional services rendered in the United States of America as long as the claim is made or proceedings instituted in the United States of America. SECTION IV DEDUCTIBLE 1. The Deductible amount stated in the Declarations or in an applicable Endorsement in effect at the time the claim is first made and reported, shall be paid by the insured and shall be applicable to each claim and shall include claim expenses and damages. 2. The Deductible amount is a part of, and not in addition to the amounts shown in SECTION VIll LIMITS OF LIABILITY. The Deductible reduces the Company's limits of liability amount that can be paid under this policy. 3. The Deductible amount applies separately to each claim and applies to both claim expenses and damages. 4. Failure of the insured to remit the Deductible within 10 days of the insured's receipt of our written demand, shall, at the option of the Company shall disqualify the named insured from being able to exercise the option to purchase an Extended Reporting Period Endorsement. Page 3 of 13

16 SECTION V DEFENSE PROVISIONS 1. Subject to the insured's compliance with the terms of the policy, we have the right and the duty to defend the insured against any covered claim that is properly reported even if such claim is groundless, false or fraudulent. 2. We have the exclusive right to appoint counsel to defend the insured. Any counsel retained by the insured will be at the sole expense of the insured. 3. Our right and duty to defend end when the applicable limit of liability described in SECTION VIll LIMITS OF LIABILITY has been exhausted by payment of damages or claim expenses or by any combination of both. 4. Once the limit of liability is exhausted, we will tender control of the defense of any claim to the named insured. The named insured agrees to accept such tender of the defense as a condition precedent to issuance of this policy. 5. Once the defense is tendered to the named insured, the named insured will thereafter be responsible for payment of all further damages and claim expenses, including, but not limited to, court cost, jury fees, and defense attorney fees. If the named insured chooses to be represented by a different attorney from that whom we originally assigned, it is a condition precedent to the issuance of this policy that the named insured agrees not to attempt to impede or prohibit the originally assigned attorney from withdrawing from their representation. 6. We have no duty to defend any claim not covered by this policy. SECTION VI SETTLEMENT PROVISIONS 1. We may investigate, solicit settlement offers and pay damages to settle any claim at our sole discretion, as we deem appropriate. 2. We may appeal any judgment against the insured for any claim covered under this policy at our sole discretion. 3. As a condition precedent to issuance of this policy, the insured consents to the Company reporting any claim settlement, including factual details, to any professional or state agency pursuant to law or regulation. SECTION VIl WHO IS AN INSURED Each of the following is an insured under the policy: 1. the named insured(s); 2. the heirs, executors, administrators and legal representatives of each insured in the event of death, incapacity or bankruptcy, but only as respects liability arising out of professional services rendered prior to such insured's death, incapacity or bankruptcy; 3. Any lawyer or incorporated individual who is, at the time of the inception of this policy period, a partner, officer, director, stockholder or employee of the named insured, but only with respect to professional services performed on behalf of the named insured; 4. Any lawyer, acquired entity or incorporated individual that, during the policy period, becomes a partner, officer, director, stockholder or employee of the named insured, but only with respect to professional services performed on behalf of the named insured, and as respects an acquired entity, written notice must be provided to the Company within thirty (30) days of such acquisition together with such information as the Company may request and any additional premium that may be required to provide coverage to such entity; 5. Any lawyer or incorporated individual who, prior to the policy period, was a partner, officer, director, stockholder or employee of the named insured, but only with respect to professional services performed on behalf of the named insured after the retroactive date shown on the Declarations; 6. Any lawyer or incorporated individual who has retired from the practice of law, and who was a partner, officer, director, stockholder or employee of the named insured, but only with respect to professional services performed on behalf of the named insured after the retroactive date shown in the Declarations and prior to the date of retirement from the named insured; 7. Any lawyer or incorporated individual who is or was acting as "of Counsel, or any past or present employee of the named insured, but only with respect to professional services performed on behalf of the named insured after the retroactive date shown in the Declarations; 8. Any non-lawyer who is a current or former employee of the named insured, but only with respect to professional services performed on behalf of the named insured after the retroactive date shown in the Declarations. SECTION VIll LIMITS OF LIABILITY 1. Insured(s) Shared Limits The "Per Claim Limit of Liability and the "Annual Aggregate Limit of Liability," shown in the Declarations, shall apply for all covered claims under this policy, regardless of the number of insureds, additional insureds or persons entitled to coverage as insureds under this policy at the time a claim is reported to the Company. Page 4 of 13

17 2. Per Claim Limit of Liability claims. The Per Claim Limit of Liability specified in the Declarations, or in an applicable Endorsement in effect at the time the claim is first reported to the Company, is the maximum amount, less the Deductible, we will pay for claim expenses and damages for each claim first made and reported during the policy period or, if applicable, during the Extended Reporting Period. The "Per Claim Limit of Liability" shall apply as follows: a. Two or more claims arising out of the same or interrelated professional services by one or more insureds shall be considered a single claim, regardless of the number of claimants or litigants; or of claims, lawsuits, legal or administrative proceedings. All claims are subject to the "Per Claim Limit of Liability" in effect at the time such claims are first made, even if any interrelated professional services giving rise to such claims extend over multiple policy periods. b. All such claims described in paragraph 1. above, whenever made and reported, shall be deemed first made and reported within the policy period or Extended Reporting Period (if applicable) in which the earliest claim is first reported to the Company, and all such claims shall be subject to the limit of liability in effect during such policy period. c. All damages arising out of professional services rendered to a client will be considered a single claim and only one "Per Claim Limit of Liability shall apply, regardless of: (1) The nature or number of causes of action asserted; or (2) The number or nature of professional services rendered and the period of time over which they were rendered. 3. Annual Aggregate Limit of Liability Subject to the "Per Claim Limit of Liability, our limit of liability for all claims shall not exceed the amount stated in the Declarations, or in an applicable Endorsement in effect at the time the claim is first reported to the Company as Annual Aggregate Limit of Liability. This Annual Aggregate Limit of Liability is the maximum amount, less the Deductible, for claim expenses and damages that we will pay for all claims first made and reported or deemed made and reported during the policy period or if applicable, during the Extended Reporting Period under SECTION XII EXTENDED REPORTING PERIOD. Once the "Annual Aggregate Limit of Liability has been exhausted, the Company will not defend any claims or pay claim expenses or damages for any Page 5 of 13

18 4. Per Claim and Annual Aggregate Limits The "Per Claim" and "Annual Aggregate" limits of liability are not cumulative, even if interrelated professional services extend over more than one policy period. 5. Claim Expenses Claim expenses incurred by the Company are a part of and not in addition to the applicable limit of liability, less any deductible amount. 6. Non-Stacking of Limits If any claim reported under this policy is also covered by one or more other primary insurance policies or certificates of insurance issued by the Company, or by any other affiliated company or any successor company, issued to any insured, or to any person who controls, is controlled by or affiliated by common control with said insured, then with respect to such claim: a. the Company shall not be liable under this policy for a greater proportion of the loss than the applicable limit of liability under this policy bears to the total limits of liability of all such policies, and b. The maximum amount payable under all such policies shall not exceed the limit of liability of that policy which has the highest limit of liability. SECTION IX EXCLUSIONS This policy does not apply, and the Company shall not be obligated to defend, pay on behalf of or indemnify the insured, with respect to: 1. Antitrust any claim or damages arising out of an insured's actual or alleged: unfair trade and business practices; restraint of trade; conspiracy to do any unlawful or tortious act; abuse of process; slander and libel; interference with any contract; statements or acts which violate state and/or federal antitrust laws; unfair competition; even if such activities are related to professional services. 2. Assumed Liability/Contract(s) any claim arising from an obligation to pay damages by reason of assumption of liability in any contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. 3. Bodily Injury/Property Damage any claim based on or arising out of bodily injury, sickness, disease or death of any person, including but not limited to resulting mental or emotional distress, or the injury to or destruction of any tangible property including loss of use of such property. 4. Criminal/Willful Act(s) any claim or damages arising out of any dishonest, fraudulent, criminal or deliberately wrongful acts committed by or at the direction or ratification of the insured. Also, this policy does not cover any claim or damages for: a. Criminal fines or penalties; b. Criminal charges or indictments; c. Any bail bond; d. Criminal investigations; or e. Criminal proceedings of any kind. 5. Disciplinary Proceeding(s) any disciplinary proceeding before any state licensing board or other similar entity; and we have no duty or obligation to pay any fines, penalties, or other costs assessed against the insured arising out of any disciplinary proceeding before any state licensing board or other similar entity. 6. Discrimination any claim or damages based upon, alleging or arising out of discrimination of any kind by an insured, including but not limited to discrimination due to or on the basis of race; color; creed; national origin; age; sex; physical or other disability; HIV or AIDS status; pregnancy status; marital status; gender; or sexual orientation. 7. Disputes any claim or damages by any present, former or prospective employee, partner, officer, director, stockholder, or insured under this policy against any other insured under this policy. 8. Employee Disputes any claim or damages based upon or arising out of any employment dispute, bodily injury or property damage, concerning any employee of the insured. 9. Employment Practice Liability any claim or damages arising out the insured's refusal to employ, wrongful hiring, wrongful termination of employment or employment practice of any kind and for any reason, including but not limited to: race; color; creed; national origin; age, sex, physical or other disability; HIV or AIDS status, pregnancy status; marital status; gender; or sexual orientation. This includes creation of a work environment that is intimidating, hostile or offensive. 10. Fee Disputes any claim or damages arising out of or involving fee disputes for professional services rendered and any claim based on or arising out of the insured's initiation or filing of a lawsuit against a client for collection of legal fees. Page 6 of 13

19 11. Guarantee of Results any claim or damages arising out of or involving any guarantee of particular results or outcome of professional services rendered by the insured. 12. Independent Contractors any claim or damages arising out of the acts or omissions of any lawyer under contract with the insured unless such person is specifically named as an insured in the Declarations or in an Endorsement attached to the policy. However, the named insured and all other insureds shall have coverage for claims brought against the named insured or any other insured for actual or alleged errors, omissions or personal and advertising injury arising out of professional services actually or allegedly committed by the lawyer under contract. 13. Injunctive Relief any claim for equitable relief, injunctive relief, declarative relief or any other relief. 14. Known Loss any claim or damages: a. For which proceedings were initiated against any insured before the initial effective date of the policy period of the first lawyers professional liability policy that we issue to the named insured; b. Reported in the Application for this policy; c. Reported to any other insurance company before the initial effective date of the policy period of the first lawyers professional liability policy that we issue to the named insured; d. Reported to any other source from which payment might be made before the initial effective date of the policy period of the first lawyers professional liability policy that we issue to the named insured; e. Of which the named insured had knowledge of facts or circumstances that would cause a reasonable person to believe a claim would be made before the initial effective date of the policy period of the first lawyers professional liability policy that we issue to the named insured; or f. Arising out of professional services rendered prior to the retroactive date specified for the named insured. 15. Laws any claim or damages arising out of the insured's actual or alleged violation of: a. any workers compensation, disability benefits or unemployment compensation law, social security, or any similar law; b. Employees' Retirement Income Security Act of 1974, Public Law , (E.R.I.S.A.) as amended. This includes fiduciary liability or liability arising out of the administration of any employee benefit plan; or c. The Fair Labor Standards Act, the National Labor Relations Act of 1938, the Worker Adjustment and Retraining Notification Act (Public Law ), the Consolidated Omnibus Budget Reconciliation Act of 1985, or the Occupational Safety and Health Act; d. The Securities Act of 1933, the Securities Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, the Investment Advisers Act of 1940, and any similar state statute; e. The Racketeer Influenced and Corrupt Organizations Act of 1970 (commonly known as RICO), Title 18 U.S.C. Section 1960, et seq., or any similar federal or state statute or law; This exclusion also applies to any rules or regulations promulgated under any of the foregoing, amendments thereto or any similar provisions of any federal, state or local laws. 16. Licensure any claim or damages arising out of professional services which occur while the insured's professional license to practice law is inactive, under suspension, has been revoked, surrendered or otherwise has been terminated. 17. Narcotics/Intoxicants any claim or damages arising from professional services rendered while the insured is under the influence of any type of alcohol, narcotic, hallucinogenic agent or any other type of intoxicant. 18. Nuclear any claim or damages related to or arising from the hazardous properties of any nuclear material or in connection with any nuclear facility, however caused. 19. Personal and Advertising Injury any claim or damages from personal and advertising injury: a. Caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury; b. Arising out of a failure of performance of contract, service mark or trade name other than titles or Page 7 of 13

20 slogans, by use thereof on or in connection with goods, products or services sold, offered for sale or described in advertising; or any knowingly incorrect description or mistake in an advertisement of goods, products or services sold or offered for sale. 20. Pollutants any claim, demand or damages relating to or arising out of: a. Any accidental or intentional discharge, dispersal, release, escape, or seepage, of any hazardous substances, toxic substances, wastes or pollutants; or b. Any error or omission committed or alleged to have been committed by the insured which in any manner relates to or arises out of the actual, alleged or threatened discharge, dispersal, release, escape, or seepage, of any hazardous substances, toxic substances, wastes or pollutants, except for actual or alleged acts, errors or omissions arising out of professional services rendered for others in the insured's capacity as a lawyer, title agent or notary public. 21. Products/General Liability any claim or damages arising out of circumstances which would normally be covered under a policy of general liability or products liability. 22. Proprietor/Directors and Officers any claim for damages brought against an insured as a proprietor, owner, shareholder, partner, investor, joint venturer, officer, director, administrator, committee member, superintendent, or executive officer of any sole proprietorship, partnership, corporation or other business enterprise which is not defined as a named insured. This exclusion applies whether or not a lawyer-client relationship exists between the insured and such person or legal entity. 23. Punitive/Exemplary Damages any: a. Punitive or exemplary damages, b. Civil fines or penalties, c. Criminal fines or penalties, d. Administrative or other fines or penalties, e. Sanctions, f. Any portion of any judgment, award or verdict that represents a multiple of compensatory amounts. 24. Equity Interest any claim arising out of any negligent act, error, omission or personal and advertising injury in the rendering of or failure to render professional services for any organization, corporation, company, partnership or operation (other than the named insured) while any insured or their spouse has an equity position of more than five percent (5%) in such entity. 25. Notarization any claim based on or arising out of the notarization of a signature without the physical appearance of the signatory before the insured. 26. Unfair Advantage any claims based upon or arising out of the gaining of a profit or advantage to which the insured was not legally entitled. 27. Office Sharing any claim based upon or arising out of actual or alleged acts, errors, omissions or personal and advertising injury of any person or legal entity with whom an insured shares common office space and who is not listed as an insured under this policy. This exclusion does not apply to claims made against the insured which would have been covered in the absence of this exclusion. 28. Public Officials any claim based upon or arising out of any insured's capacity as an elected public official or as an employee of a governmental body, subdivision or agency. This exclusion applies whether or not a lawyer-client relationship exists between the insured and such person or legal entity. 29. Investment Advice any claim based on or arising out of the rendering of specific investment advice by any insured in connection with the purchase or sale of any investment or property including, but not limited to securities, real property, syndications, limited partnerships, commodities or franchises; or to any claims based on or arising out of any insured's services or capacity as a securities broker, dealer, financial planner, investment advisor, accountant, real estate broker or real estate agent. SECTION X DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. 2. "Bodily Injury" means bodily injury, sickness or disease sustained by a person, including loss of services or death. 3. "Claim" means a written demand for money upon the insured from a third party which alleges an error, omission or personal and advertising injury as a result of professional services rendered by the insured. Claim includes the service of suit or receipt of written notice of a legal proceeding, civil proceeding, arbitration proceeding or any other alternative dispute resolution proceeding seeking damages arising out of an error, omission or personal and advertising injury to which this insurance applies. A claim shall be considered to have been first made at the time it is reported to us in writing. Page 8 of 13

21 4. "Claim Expenses" means all attorney fees, costs and expenses incurred by us in the investigation, discovery, adjustment, defense, arbitration, settlement or appeal of any covered claim. The Company's determination as to the reasonableness of claim expenses shall be conclusive. Claim expenses include: a. Prejudgment interest awarded against the insured on that part of the judgment covered by this policy; b. Interest on that part of the judgment, covered by this policy, after the entry of the judgment and before we have paid, offered to pay, or deposited in court that part of the judgment that is within our Limits of Insurance described in Section VIll Limits of Liability. c. The cost of a jury bond or an appeal bond required in the defense of a claim to which this insurance applies. Claim expenses do not include: a. Civil fines or penalties; b. Criminal fines or penalties; c. Administrative or other fines or penalties; d. Sanctions; e. Any portion of any judgment, award or verdict that represents a multiple of the compensatory amounts; f. Punitive or exemplary damages; or g. Salaries and expenses of our employees, you, your employees, or of any insured. 5. "Damages" means sums that the insured becomes legally obligated to pay. Damages do not include: a. Sanctions, fines or penalties; b. Payment for professional services, including refund of fees, withdrawal or reduction of fees paid to the insured; c. Punitive damages, exemplary damages or damages representing a multiple of compensatory amounts; or d. Claim expenses. 6. "Insured" means any person qualifying as such under SECTION VIl WHO IS AN INSURED. 7. "Insured's Profession" means those professional services usual and customary to the insured's practice of law, unless otherwise restricted or modified by Endorsement attached to this policy. 8. "Material Misrepresentation" means information deemed by the Company to be so relevant to the risk for which the policy was issued that the Company would not have issued the policy had such information been disclosed on the Application or Renewal Application for this insurance policy. 9. "Named insured(s)" means the person providing professional services named in the Declarations and any Predecessor in Business. 10. Personal and advertising injury" means injury arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; c. Oral or written publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; d. Oral or written publication of material that violates a person's right of privacy; e. The use of another's advertising idea in your advertisement; or f. Infringing upon another's copyright, trade dress or slogan in your advertisement. Personal injury does not include malicious prosecution or abuse of process. 11. "Policy Period" means the period beginning at 12:01 A.M. Standard Time on the inception date of coverage specified in the Declarations, issued to the named insured, to 12:01 A.M. Standard Time on the expiration date specified in the Declarations, unless the policy is terminated at an earlier date. 12. "Pollutants" means any solid, liquid or gaseous, thermal or electromagnetic irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals, biohazardous, biomedical and other wastes. Wastes also include materials to be recycled, reconditioned or reclaimed. 13. "Predecessor in Business" means any law firm which has undergone a material change and some or all of such firm's principals, owners, officers or partners have joined the named insured, provided such persons were responsible for producing in excess of fifty percent (50%) of the prior firm's annual Page 9 of 13

22 gross billings, such billings have been assigned or transferred to the named insured and in excess of fifty percent (50%) of the prior firm's financial assets/liabilities have been assigned or transferred to the named insured. 14. "Professional Services" means the rendering of services to others in a lawyer-client relationship within the insured's capacity as a lawyer, title agent or notary public. 15. "Property Damage" means physical injury to, or destruction of, tangible property, including all resulting loss of use of that property. 16. "Retroactive Date" means the date stated in the Declarations that is either: a. a date concurrent with the effective date of the policy; or b. a particular date other than the effective date of the policy as stated on the Declarations page. SECTION XI CONDITIONS 1. Action Against Company No action shall lie against the Company unless there shall have been full compliance with all of the terms of the this policy, nor until the amount of the insured's obligation to pay damages shall have been finally determined either by judgment against the insured after actual trial and appeal, or by written agreement of the insured, the claimant and the Company. Nothing contained in this policy shall give any person or organization any right to join the Company as a co-defendant in any action against the insured to determine the insured's liability. 2. Authorization of Named Insured The named insured shown in the Declarations of this policy shall be the authorized agent of all insureds with respect to any notice required under the terms of the policy, including but not limited to notices relating to premium due, policy issuance, any changes in the policy, renewal premium notices, Endorsements to the policy, cancellation, non-renewal and unearned premium refunds. 3. Assessability This policy is non-assessable. 4. Assignment The interest of the named insured under this policy cannot be transferred or assigned without the written consent of the Company. 5. Bankruptcy Or Insolvency Bankruptcy or insolvency of the named insured or the named insured's estate shall not relieve the Company of any of its obligations; however the Company's Limit of Liability to pay damages or claim expenses will be reduced by any deductible amount uncollectible due to such bankruptcy or insolvency. 6. Cancellation/Non-Renewal a. Cancellation Named Insured's Request You may cancel all coverage under the policy at any time, by giving ten (10) days advance written notice to the Company. Such written notice must specify the date that cancellation is requested. Note All coverage will end at 12:01 A.M. Standard Time, at the named insured's address referenced in the Declarations, on the cancellation date. Unearned premium will be refunded to the named insured, within a reasonable period of time, in accordance with the customary short rate table and procedure, subject to the retention by the Company of any minimum earned premium stated in the Declarations. b. Cancellation Company's Request The Company may terminate coverage under this policy by mailing advance written notice to the last known address of the named insured, stating the Company's intent to cancel the policy not less than thirty (30) days prior to the cancellation date unless such cancellation is due to non-payment of premium, in which case the policy may be cancelled as of the inception date. Such notice shall include the cancellation date of the policy and the reason for termination. Any unearned premium, if any, will be refunded to the named insured, within a reasonable period of time, in accordance with the customary pro rata tables and procedures, subject to the retention by the Company of any minimum earned premium stated in the Declarations. c. Non-Renewal The Company will renew this policy unless written notice of the Company's intent not to renew is mailed to the named insured not less than thirty (30) days before the policy expires. d. Non-Payment of the Renewal Premium The policy's renewal premium is due and payable in advance, on or before the policy's renewal date. Non-payment of the premium owed, on or before the renewal date, shall be deemed cancellation by the named insured effective at the end of the policy period. Page 10 of 13