Cooperation Agreement between TRUST RISK CONTROL International Insurance Development GmbH St. Benedictstr. 34, 20149 Hamburg/GERMANY - hereinafter TRC - and hereinafter - PREAMBLE TRC is a strategic alliance of independent insurance brokers for the joint implementation of international insurance transactions in a flexible, worldwide network. is a retail broker in which specializes in serving industrial and commercial risks.
TRC and want to form a cooperation in order to serve foreign clients. will predominantly refer its insurance clients abroad to TRC s Members and Service Partners. Conversely, TRC will predominantly use s services for its insurance clients in. In order to concentrate professional resources and specialized competence in international business and in the formulation of questions and problems, will have access to the TRC center of competence in Hamburg/ Germany. In addition to a basic fee, which will pay to TRC for membership and specific services, the cooperation of the service partners is based on commission splitting. 1 Agreement Objective 1. TRC grants consultation, support and continuous service in the areas of insurance procurement and associated activities in the following service areas, whereby the structure and content will be adapted to the changing requirements, as well as members needs. 2. TRC s services, essentially, include the following areas: Procurement of international broker correspondents (TRC Members and Service Partners) to insure and service foreign insurance interests; Provide international market information; Telephone Hotline to answer questions regarding international issues and problems; Use of the TRC name as well as its symbols, emblems, advertising slogans and other logos (in their original, unadulterated form) which refer to TRC, in accordance with set conditions; Representation of advertising and members interests to international associations, insurers, other institutions, as well as the media. 3. TRC offers the following special services for additional payment, to be negotiated individually: Risk Management : Consultation with regard to coverage/ avoidance/ reduction of risks, especially business endangering risk possibilities abroad; Analysis and evaluation of international risks and insurance products; Development; placement and coordination of international insurance programs; Reporting regarding insurance of foreign client interests.. 4. The services of TRC s Members and Service Partners include the following areas: Continuous service of entrusted clients abroad and at least one (1) visit annually; A policy review (TRC Standard) of all existing insurance agreements including loss information at least once (1) a year; Immediate information forwarded to the Introducing Broker regarding any substantial changes in the insured client s business activities in the event of larger damage cases or problems with regard to the cooperation; Implementation of local policies in accordance with international program stipulations. 2
2 Exclusivity and Client Preservation 1. During the term of the agreement, and for a period of two (2) years pursuant to its termination, the contractual parties pledge not to acquire the respective member s clients, or to directly or indirectly take on the client without the member s agreement. 2. pledges to bring its new, international insurance business into the cooperation, as long as this does not conflict with the insured client s interests. will work with the TRC Service Partners to this end. New Service Partners who have not cooperated with before within the scope of this membership will be introduced exclusively by TRC. With regard to existing insurance business and policies, a case by case evaluation will determine whether a change to TRC Members and Service Partners is possible. 3. will support the cooperation by passing on experience with TRC Members and Service Partners, as well as information regarding the insurance market, to TRC. 4. pledges not to enter into a new cooperation with any new foreign partners (insurance brokers) or to participate in any broker network systems without prior approval by TRC. Independent to which, has the right to offer its services, as a Service Partner in, to other brokers or broker networks. 5. TRC pledges to inform prior to including any additional brokers as members. 3 Brand 1. TRC is the owner of the registered trademark Member of TRUST RISK CONTROL. TRC has the exclusive rights to this service brand, as well as all related design characteristics. 2. TRC grants the non-exclusive and non-transferable right to compete for, and provide services, as defined in 1 herein-above under the TRUST RISK CONTROL brand for the duration of this agreement. 3. is not authorized to permit third parties the use of the brand nor the associated brand characteristics. 4 Remuneration and Commission Splitting 1. will pay TRC a yearly sum of 6,697. ( subject to change!) for the information and services listed in 1 paragraphs 1 and 2. 3
TRC can adjust this remuneration within the scope of the general price and expense development and in agreement with its members. 2. The successful procurement of an insurance transaction abroad will, in accordance with international practice and within the scope of our agreement with our Service Partners, result in the following commission split: The locally earned commission (subject to change!) will (usually) be split as follows: Non-Program Insurance: Program Insurance: 70 % for the Servicing Broker 30 % for the Introducing Broker 65 % for the Servicing Broker 35 % for the Introducing Broker Introducing Brokers usually receive payment of the commission split once a year. Depending on the volume, a quarterly or semi-annually payment can be arranged among the Partners. 5 Liability 1. TRC chooses the local Service Partners according to the care of a proper businessmen. TRC is only liable for the choice of Service Partners if a violation of said required duty of care can be established. 2. TRC and individually pledge to take out professional indemnity insurance for their own services and activities in an amount equivalent to 2,5 million, and to provide proof of such insurance upon request. 6 Confidentiality 1. The parties will oblige their employees to treat the contents of this agreement with discretion. This also applies to business and trade secrets, as well as for information and know-how which is not to be passed on to clients or other business partners. This duty also applies after termination of this agreement. 2. Both parties to this agreement pledge discretion in all client specific matters, as long as the fulfillment of the tasks and services does not absolutely necessitate the communication of risk data and client information. 3. TRC and pledge not to give any other party access to data of any kind regarding the client interests of the other Partner, unless agreed upon, in writing by said Partner. 7 Term of Agreement 1. This agreement commences on 00.00. 200_ and will continue for an indefinite time period. 2. The cooperation can be terminated by either party. The termination period is three (3) months. Termination will occur in writing. 3. Both parties have the right to terminate based on extraordinary circumstances. Extraordinary circumstances apply especially to: 4
breach of any of the above-mentioned provisions of the agreement; any payment obligation in default for over one month; closing down of business operations by one of the partners; criminal conviction of a financial offense; or filing bankruptcy. 4. In the case of an agreement termination regardless of the reason will no longer be authorized to use the TRC brand and other trademarks. will hand over all business documents, brochures, etc., as well as any photocopies thereof, which are still in their possession. The same duty applies to TRC with regard to documents. 5. Once the agreement has been terminated, pledges to refrain from any making any reference to TRC, regardless of the form. This also applies to TRC. 6. Further, pledges that 2 years after termination of this agreement, to end the existing cooperation with TRC Service Partners. Violation of this provision will result in a single payment equaling double the last paid yearly membership fees. This provision does not apply if the agreement was terminated by the member due to a breach of contract on the part of TRC. 8 Arbitration 1. Both parties to this agreement will seek an amicable solution to any disagreement or dispute. Should legal action be unavoidable, all disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. 2. German law applies exclusively to this agreement. Hamburg, dated: Town, dated: _ TRUST RISK CONTROL International Insurance Development GmbH Seal, Member Signature 5