Common use of Continuous Cover Clause in Contracts

Continuous Cover. The Underwriters will indemnify the Insured for the Damages and Defence Costs resulting from any Claim arising out of, based upon or attributable to a Circumstance which could have been, but was not, notified by the Insured under any Prior Policy provided by the Underwriters and which is first notified to the Underwriters during the Policy Period, provided that: (a) the failure by the Insured to notify such Circumstance under any Prior Policy was not fraudulent; and (b) the Underwriters have the discretion to apply either the Conditions or the terms and conditions of the Prior Policy in effect when the Circumstance first arose; and (c) the Insured’s entitlement to indemnity under this Policy will be reduced by the extent of any prejudice to the Underwriters as a result of the Insured’s failure to notify such Circumstance under any Prior Policy; and (d) the Underwriters were the Insured’s technology liability or professional indemnity insurer at the primary level from the time when the Insured first became aware of the Circumstance which subsequently gave rise to the Claim.