Reinsurance Brokerage Services Agreement
EXHIBIT
10.19
This
Reinsurance Brokerage Services Agreement (the “Agreement”) is effective this
3rd
day of
April, 2008 by and between Maiden Insurance Company Limited, Suite 1141, 48
Par-la-Ville Road, ▇▇▇▇▇▇▇▇ ▇▇ 11, Bermuda (the “Reinsurer”) and IGI
Intermediaries, Inc., ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ (the “Broker”) (collectively the “Parties’).
WHEREAS,
the Broker is a licensed reinsurance intermediary in the State of New
York;
WHEREAS,
the Broker has expertise in underwriting and evaluating specialty property
and
casualty products;
WHEREAS,
the Reinsurer is a Class 3 Bermuda insurer which provides reinsurance solutions
for small insurers in the U.S. and Europe which underwrite specialized property
and casualty products and could benefit from additional underwriting
capacity;
WHEREAS,
the Reinsurer wishes the Broker to perform the reinsurance brokerage services
set forth in this Agreement and the Broker wishes to perform said
services.
NOW,
THEREFORE, in consideration of the representations, warranties, agreements
and
mutual promises contained herein, the Parties agree as follow:
1. Brokerage
Services
The
Broker shall perform the following services:
1.1 Solicit
and submit proposals to the Reinsurer for reinsurance of specialized property
and casualty programs underwritten by small insurers and managing general
agents.
1.2 Refer
and
introduce brokers and potential insurance company cedents to
Reinsurer.
2. No
Authority
The
Broker acknowledges and agrees that it shall have no authority to bind the
Reinsurer or accept any risk on behalf of the Reinsurer.
3. Compensation
3.1 The
Reinsurer shall pay to Broker compensation equal to Broker’s costs, including
without limitation, salaries, benefits, and general overhead expenses, plus
eight percent (8%) for the reinsurance brokerage services provided
hereunder.
3.2 The
Broker shall invoice its costs monthly. The Reinsurer shall pay the invoiced
amount within 10 days of receipt.
4. Compliance
4.1 The
Broker shall maintain in good standing all licenses necessary and required
by
law to perform the services provided herein.
4.2 The
Broker shall comply with all applicable laws and regulations in connection
with
its performance of the services hereunder
5. Insurance
During
the term of this Agreement and any period thereafter in which the Broker has
obligations hereunder, the Broker shall maintain, at its own expense, errors
and
omissions insurance coverage in a form acceptable to the Reinsurer, with a
limit
of liability of not less than $1 million and a deductible not greater than
$250,000, unless otherwise agreed in writing. The Reinsurer shall not
unreasonably withhold its acceptance of the Broker’s insurance coverage. The
Broker shall furnish the Reinsurer proof of such insurance upon execution of
this Agreement and upon the Reinsurer’s reasonable request. The Broker shall
notify the Reinsurer immediately of any lapse of or change in coverage and
of
receipt of notice terminating coverage.
6. Indemnification
6.1 The
Broker shall defend, indemnify, and hold the Reinsurer harmless from and against
all claims, actions, causes of action, liability, or loss (collectively, “Loss”)
which result from any negligent or willful acts, errors or omissions of the
Broker, or its employees, representatives, or agents in the performance or
breach of duties under this Agreement. Loss shall include, without limitation,
all damages, costs, expenses, reasonable attorney’s fees, penalties, fines,
assessments and verdicts incurred by the Reinsurer. This Section 6.1 shall
survive termination of this Agreement.
6.2 The
Reinsurer shall defend, indemnify, and hold the Broker harmless from and against
all Loss which results from any negligent or willful acts, errors or omissions
of the Reinsurer, or its employees, representatives, or agents in the
performance or breach of duties under this Agreement. Loss shall include,
without limitation, all damages, costs, expenses, reasonable attorney’s fees,
penalties, fines, assessments and verdicts incurred by the Broker. This Section
6.2 shall survive termination of this Agreement.
7. Term
and Termination
7.1 This
Agreement shall remain in effect until terminated in accordance with this
Article 7.
7.2 This
Agreement may be terminated by either party on sixty (60) days written notice
to
the other party.
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7.3 This
Agreement may be terminated immediately:
7.3.1. by
a
Party without notice should the other Party become insolvent or make a general
assignment for the benefit of creditors, or if a petition is filed in bankruptcy
or other legal proceeding is initiated providing for that Party’s
reorganization, dissolution or reorganization.
7.3.2. by
a
Party without notice should any license or certificate of authority required
by
the other Party to perform material services hereunder be canceled, suspended
or
not renewed by any government authority and not reinstated within thirty (30)
days of notice of cancelation, suspension or non-renewal.
7.3.3. by
a
Party upon written notice in the event that the other Party is subject to a
“change of control”. A “change of control” of a Party shall be deemed to have
occurred if 25% or more of the common stock of that Party is transferred to
a
person that was not the owner of such stock on the effective date of this
Agreement.
7.3.4. by
the
Reinsurer, without notice, should the Broker, its employees, officers, or
directors commit any fraudulent act or illegal act.
7.4 Duties
Following Termination
7.4.1.
The
Reinsurer shall be responsible for paying compensation to the Broker in
accordance with Article 3 through the date of termination.
7.4.2 The
Broker shall provide the Reinsurer with all details of its marketing activities
pursuant to this Agreement.
8. Access
to Records - Audit
8.1 The
Broker will retain all documents and electronic records on which information
connected to Broker’s services hereunder are stored (the “Records”) for a
minimum of six years and in any event the minimum periods required by law or
any
regulatory body with jurisdiction over the Broker or the Reinsurer.
8.2 The
Broker agrees to allow the Reinsurer to inspect, during business hours, and
to
take copies of the Records.
9. Confidentiality
Each
of
the Parties will treat information received from the other relating to this
Agreement and to activities carried out hereunder as confidential and will
not
disclose it to any other person not entitled to receive such information except
as may be necessary to fulfill their respective obligations under the Agreement
and except as may be required by law or regulatory authority.
The
obligations under this Article 9 shall survive termination.
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10. Protection
of Reputation
Each
Party agrees it will not, unless permitted hereunder or with the express written
authority of the other Party, make use of the other Party’s corporate or trading
names or logos and trademarks.
11. Conflicts
of Interest
The
Parties will adopt and/or maintain procedures to ensure that each has in place
arrangements for the identification and management of any conflicts of interest
that may arise in relation to any business that the Broker transacts with the
Reinsurer.
12. Disclosure
The
Broker will comply with relevant regulatory, fiduciary and legal requirements
regarding disclosure of all forms of compensation from any arrangements it
may
have for compensation in connection with the activities hereunder and nothing
herein shall prevent the Broker from so complying.
13 Amendment
and Modification
No
amendments to or modifications of this Agreement will be effective or valid
unless made in a writing signed by both parties and specifying the effective
date thereof.
14. Waiver
No
waiver
by either Party of any default in the performance of any part of this Agreement
shall constitute a waiver of any other default hereunder.
15. Merger
This
Agreement constitutes the entire agreement and understanding between the Parties
with to the subject matter herein, and supersedes any previous agreements,
promises or understandings between the Parties.
16. Assignment
Neither
this Agreement nor any rights or obligations under this Agreement may be
assigned or delegated by the Broker, directly or indirectly, without the prior
written consent of the Reinsurer.
17. Dispute
Resolution
17.1 The
Parties to this Agreement are committed to resolving all disputes arising under
it (and whether such dispute arises before or after termination of this
Agreement) without the need for litigation and to allow as far as possible
for
commercial relationships to remain unaffected by disputes and therefore the
Parties:
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17.1.1 will
attempt in good faith to resolve any dispute or claim promptly through
negotiations between respective senior executives of the Parties who have
authority to settle the same;
17.1.2 will
attempt in good faith, if the matter is not resolved through negotiation within
three months of the dispute arising to resolve the dispute or claim through
mediation with the assistance of a mediator agreed between the Parties;
or
17.1.3 if
the
matter has not been resolved by mediation within six months of the dispute
arising, or if either Party will not participate in a mediation procedure,
the
Parties will refer the dispute in accordance with the Jurisdiction and Choice
of
Law Clause below.
18. Jurisdiction
and Choice of Law
This
Agreement shall be subject to and construed under the laws of the State of
New
York. The Parties agree to the exclusive jurisdiction of the state and federal
courts located in the State, City and County of New York for the purposes of
adjudicating any dispute hereunder and hereby submit to the jurisdiction
thereof.
19. Severability
In
the
event any portion of this Agreement is found to be invalid or unenforceable,
the
remainder shall remain in full force and effect.
20. Notices
Any
notices to be given under this Agreement shall be sent by first class mail,
by
hand, facsimile or e-mail as set forth below:
To
Reinsurer:
▇▇▇
▇▇▇▇▇, Esq.
Chief
Operating Officer and General Counsel
Maiden
Insurance Company, Ltd.
▇▇▇▇▇
▇▇▇▇
▇▇
▇▇▇-▇▇-▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇ ▇▇
Bermuda
Tel: ▇▇▇.▇▇▇.▇▇▇▇
Fax:
E-mail:
▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇
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To
Broker:
IGI
Intermediaries, Inc.
▇▇
▇▇▇▇▇▇
▇▇▇▇, ▇▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
General Counsel
| Tel: |
▇▇▇.▇▇▇.▇▇▇▇
|
| Fax: |
▇▇▇.▇▇▇.▇▇▇▇
|
Maiden
Insurance Company, Ltd.
| By: |
/s/
▇▇▇ ▇▇▇▇▇
|
| Date: |
▇▇▇▇▇
▇, ▇▇▇▇
|
▇▇▇
Intermediaries, Inc.
| By: |
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
|
| Date: |
April
3, 2008
|
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