Common use of Engagement Services Clause in Contracts

Engagement Services. (A) As of the Effective Date, on the terms and subject to the conditions described in this Agreement, each Company hereby engages ProCentury, and ProCentury hereby accepts the engagement, to provide such Services, from the menu of Services set forth in Section 1(B) below, as the Companies shall request ProCentury to provide to one or both of the Companies from time to time for the purpose of conducting their property and casualty insurance businesses. ProCentury may, in its discretion and without notice to the Companies, provide the Services directly or through any affiliate, including Century. For the purposes of this Agreement, the performance of any Service by or through an affiliate of ProCentury or such affiliate's employees, officers, agents or representatives shall be deemed to be the performance of such Service by ProCentury and its employees, officers, agents or representatives. (B) The Services shall include the following: (1) maintenance of financing and accounting records and controls, including preparation and review of periodic financial statements and reports to be filed with insurance regulatory entities and those required to be prepared for any financial institutions or pursuant to indentures or other credit arrangements; (2) cash management and investment services; (3) billing and collection services and related record keeping and reports; (4) tax management and administration, including filing of federal and state tax returns, tax reporting, examinations by governmental taxing authorities and tax planning; (5) internal audit, compliance and control functions; (6) human resource services; (7) employee benefits services; (8) legal department services; (9) regulatory affairs services; (10) payroll processing services; (11) employee benefit plan access; (12) mail room services; (13) secretarial and other clerical services; and (14) such other services as the Companies and ProCentury may agree to from time to time. The Services to be performed by ProCentury during the initial term of this Agreement (as provided for in Section 8(A) hereof) are all of those Services identified in Section 1(B)(1) through Section 1(B)(13) above. At any time after the initial term of this Agreement, the Companies shall have the right to eliminate particular Services upon not less than ninety (90) days prior written notice to ProCentury. Unless expressly stated otherwise in any such written notice, any such notice from or on behalf of one Company shall apply to both Companies. The parties shall negotiate in good faith a reasonable and customary decrease in the Administrative Fee (as defined in Section 7) upon such elimination(s); provided, however, that nothing herein shall require a decrease in the Administrative Fee if the elimination(s) are nominal or immaterial in nature; and provided