GENERAL AGENCY AGREEMENT
THIS AGREEMENT is made effective January 1, 1994 between the Insurance
Companies subscribing hereto, (collectively hereinafter referred to as "the
Company") and MECHANICAL BREAKDOWN ADMINISTRATORS of 0000 X. Xxx Xxxxxxxx,
Xxxxxxxxxx, Xxxxxxx 00000 (hereinafter referred to as the "General Agent".)
WITNESSETH: In consideration of the mutual covenants and promises herein
contained, the parties hereto agree as follows:
1. APPOINTMENT: Subject to the terms and conditions of this
Agreement, the General Agent is hereby appointed
to solicit, bind, write and administer insurance
as expressly set forth in Addendum A to this
Agreement. The General Agent hereby accepts such
appointment, and agrees to perform faithfully
the duties thereof to the best of its knowledge,
skill and judgment.
2. TERMS OF THE AGREEMENT: The word "Agreement" herein shall be understood
to include any and all Addenda attached in
accordance with the terms and conditions herein
specified.
3. TERRITORY: The territory within which the General Agent
shall operate is as defined in Addendum A. Such
territory is not assigned exclusively to the
General Agent.
Nothing herein contained shall be construed to
create the relation of employer and employee
between the General Agent and the Company or
between the Company and any of the General
Agent's employees or representatives. It is the
express intent of the parties hereto that the
General Agent is not an employee of the Company
for any purpose, but is an independent
contractor for all purposes and in all
situations. The General Agent shall not
represent that he is an employee of the Company,
nor shall he in any manner hold himself out to
be an employee of the Company.
4. RELATIONSHIP: The General Agent shall be free to exercise
independent judgment as to the time, place and
manner of soliciting insurance and servicing
policyholders; however, the General Agent shall
perform its duties at all times in accordance
with this Agreement.
5. AUTHORITY OF THE The General Agent shall have no power or
GENERAL AGENT: authority other than as granted and set forth
herein and no other or greater power shall be
implied from the grant or denial of powers
specifically mentioned herein. The General Agent
shall have no power or authority on lines of
business other than those set forth in the
attached Addendum A for purposes of this
Agreement.
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6. ADMINISTRATIVE SERVICES The General Agent shall perform the following
OF GENERAL AGENT: administrative services on behalf of the
Company:
A. Assist Company to develop underwriting and
Producer Guidelines and modifications thereof
for the underwriting program, to be approved by
the Company in writing prior to use, which use
shall include advertising, program
implementation, and binding insurance coverage.
B. Process applications for insurance.
C. Collect and account for premiums.
D. Rate, quote and issue policies of insurance,
and certificates of insurance consistent with
Company's rate, rule and form filings made or
adopted in writing by Company, and the authority
granted herein, as well as to provide policy
information services for insured.
E. Make individual risk filings as appropriate
under the Underwriting Guidelines with respect
to "a" rate filings, special endorsement filings
or similar individual account filings. The
General Agent shall have no authority to make
modifications in underwriting or binding
coverage not already approved by Company in an
Addenda, Underwriting Guideline or related
manual without prior written approval of
Company. Further, the General Agent shall have
no authority to make any rate or form filing
other than individual risk filings on a per
policy basis.
F. Develop and maintain proper underwriting
files on behalf of Company which become the
property of Company, except as to the ownership
of expirations which are the property of the
General Agent if the General Agent has paid all
monies owed to Company and if the General Agent
has performed faithfully all duties set forth in
this Agreement.
G. Use best efforts and good faith to achieve an
underwriting profit on all business placed with
Company.
H. Provide proper and timely cancellation or
non-renewal notice to policyholders, certificate
holders and regulatory bodies as required by the
policy, any statute or regulation, any
regulatory order or by the Company.
I. Remit premiums received net of the
compensation due to General Agent, according the
to the provisions of the Paragraph entitled
"Premiums", below.
7. LIMITATION OF AUTHORITY: In addition to any other Limitations expressly
or impliedly contained in this Agreement, any
exhibits or addendum thereto or any Underwriting
Guideline, bulletin or instruction which may be
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issued from time to time by the Company to
General Agent, the General Agent has no
authority to act as outlined below:
A. Make, accept or endorse notes or otherwise
incur any liability which is not incurred in the
ordinary course of business of the General Agent
on behalf of the Company, pursuant to the terms
and conditions of this Agreement.
B. Waive a forfeiture or issue a guaranty, other
than as permitted expressly in writing by the
Company.
C. Extend the time for the payment of premiums
or other monies due the Company.
D. Institute, prosecute, defend or maintain any
legal proceedings in connection with any matter
pertaining to the Company's business.
E. Directly or indirectly solicit, sell, offer,
bind, issue, or deliver any insurances at any
reduction or deviation from the rates, terms or
conditions specified therefor by the Company,
and shall adhere strictly to the rates and forms
promulgated and filed by the Company.
F. Transact business in contravention of the
rules and regulations of any Insurance
Department and/or other governmental authorities
having jurisdiction of the subject matters
embraced within this Agreement, all instructions
issued by the Company; and the applicable laws
of any jurisdiction concerned.
G. Hold himself out as an agent of the Company
in any other manner, or for any other purpose
than is specifically prescribed in this
Agreement.
H. Waive premium payment.
I. Withhold any monies or property of the
Company.
J. Offer or pay any rebate of premium.
K. Negotiate or place any reinsurance on behalf
of Company or any insurance company represented
by Company whether such reinsurance is elective
or required by the Underwriting Guidelines.
L. Bind coverage subsequent to effective date
without prior written approval of Company,
except during the fifteen (15) day period after
the coverage effective date but only if the
insured has warranted in writing that there are
no known losses.
M. Effect or authorize a flat cancellation more
than thirty (30) days after the effective date
without prior written approval of Company. In
the event of such flat cancellation, the General
Agent shall document the existence of
substituted coverage or other reasons why
Company has no liability for payment of loss
while coverage was in force.
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N. The General Agent shall not reinstate
policies or certificates cancelled by Company
for other than non-payment of premium without
the prior written approval of Company.
O. The General Agent shall have no authority to
assign or delegate its rights and duties
hereunder or to appoint sub-agents for Company
without prior written approval of Company,
although the General Agent may employ other
entities to assist it in the performance of its
duties under this Agreement.
P. The General Agent may endorse checks payable
to Company or any insurance company represented
by Company.
Q. The General Agent shall not bind coverage
hereunder if the General Agent is aware that the
risk was previously declined or cancelled by any
office of the Company, its affiliates or
subsidiaries without disclosing such prior
declination or cancellation to the Company.
8. CLAIMS AUTHORITY: A. Except as may otherwise be authorized in an
Addendum to this Agreement, the General Agent
shall have no authority to investigate, defend,
approve or deny any claim made against the
Company or an insurance company represented by
the Company or under any policy issued pursuant
to this Agreement and the General Agent shall
have no authority to assign an adjuster or
attorney to investigate or defend any claims.
B. The General Agent agrees to give Company
prompt written notice of any claim, demand,
action, suit or proceeding raised, brought,
threatened, made or commenced against the
Company or an insurance company represented by
Company that relates to any matter to which the
provisions of this Agreement shall apply.
C. The General Agent agrees to cooperate fully
in the investigation and adjustment of all
claims against insurance companies represented
by Company and on policies issued pursuant to
this Agreement.
D. The General Agent agrees to send to offices
designated by Company copies of all binders,
policies, endorsements and evidence of
cancellations within thirty (30) days of the
effective date of such binder, policy,
endorsement or cancellation.
9. ERRORS AND OMISSIONS The General Agent warrants that it now has and
AND FIDELITY BOND: shall maintain during the term of this Agreement
insurance coverage for Errors and Omissions
Liability in an amount not less than two million
dollars ($2,000,000) for any one event or
occurrence and in an amount not less than two
million dollars ($2,000,000) in the aggregate.
The Company shall receive a Certificate of
Insurance in its name containing the following
provision: The Company shall receive thirty (30)
days written notice of any change, cancellation
or other termination of this Policy.
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General Agent shall maintain a Fidelity Bond
covering all operations, employees and
subcontractors servicing the business of this
Agreement, in an amount and on a form and with a
deductible satisfactory to the Company. General
Agent shall provide a certificate for the
Fidelity Bond with the same provision as
provided for the Errors & Omissions coverage.
10. ADVERTISING AND The General Agent shall use no advertising
REPRESENTATION: material, prospectus, proposal, or
representation, either in general or in relation
to a particular policy of the Company, or use
its name or the name of any of its affiliates or
member companies, or associated companies,
unless furnished by the Company or until the
consent of the Company thereto in writing shall
have first been secured. Such approval shall not
in any event be construed as charging or binding
the Company to bear any part of the cost or
expenses thereof. The General Agent shall not
issue or circulate any illustration, circular,
statement or memorandum of any sort
misrepresenting the terms, benefits, or
advantages of any policy issued by the Company
or make any misleading statement as to the
financial security of the Company.
11. RULES AND REGULATIONS: The General Agent shall comply with and be bound
by all of he underwriting guides, rules,
bulletins, manuals or other written instructions
issued by the Company now in force or as they
hereafter may be amended or supplemented, and
all applicable laws and regulations of the
appropriate jurisdiction.
12. LICENSING AND A. The General Agent warrants that it now has
COUNTERSIGNATURE and shall maintain during the term of this
REQUIREMENTS: Agreement the license or licenses necessary to
place the business described in this Agreement.
In the event the General Agent will comply with
licensing laws by utilizing the license of a
principal, director, officer, or employee then
General Agent promises, warrants and guarantees
that the licenses will comply with all
requirements of this Agreement and specifically
with this Paragraph. The General Agent is
responsible for all damages, penalties, fines
and liabilities incurred by said parties and for
which the Company is responsible to the same
extent as if the applicable license was held
directly by the General Agent. In the event that
any license the General Agent utilizes to
fulfill the requirements of the Agreement
expires, terminates or is suspended for any
reason, this Agreement terminates automatically
and the Company may avail itself of any rights
provided under the paragraph entitled
"Termination."
The General Agent shall be responsible to assure
that all business is properly countersigned. The
General Agent shall be responsible for and pay
any necessary countersignature expense. The
Company shall not be responsible for payment of
any countersignature expense.
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13. PREMIUMS: A. The General Agent agrees to pay Company all
insurance charges and all premiums on business
produced by the General Agent on behalf of
Company, whether or not collected by the General
Agent from insureds. General Agent does not
possess the funds collected for any other
reason. All such premiums received by the
General Agent pursuant to this Agreement shall
be held by the General Agent in a fiduciary
capacity as trustee for Company. The privilege
of taking commissions from premium monies
received by the General Agent shall not be
construed as an alteration of this fiduciary
capacity.
B. All monies received on behalf of the Company
shall be promptly deposited in a fiduciary
account in a bank which is a member of the
Federal Reserve System, and shall be invested in
the following types of accounts and/or
instruments and no other: demand accounts, time
accounts and certificates of deposit. General
Agent will cooperate with Company if Company
attempts to perfect a security interest in the
account and/or instrument. The General Agent
shall not commingle any premium monies collected
pursuant to this Agreement with operating funds
or funds held by the General Agent in any other
capacity. The General Agent must procure and
maintain a fiduciary account dedicated to funds
held for policies written for the Company and
its affiliates. The General Agent may retain any
interest or income earned from such investments.
Withdrawals from bank accounts must be in
accordance with the laws of the various states
and this Agreement. The net amounts due to
Company shall be forwarded to Company, as
described in this Agreement.
C. The General Agent shall submit to Company all
binders, policies, endorsements and
cancellations within twenty-five (25) days and
of the effective date of the binder, policy,
endorsement or respectively.
D. The General Agent shall submit to Company a
detailed and itemized monthly Account Current of
all premiums written and premium adjustments
made (whether additional or return) with respect
to all business and transactions effective in
that month not later than the twenty-fifth day
of the subsequent month. For example, binders,
policies, monthly reports and endorsements
effective in December are to be reported no
later than January 25. However, the Company
shall have the. - - -privilege, exercisable at
its option, of preparing the Account Current. -
E. Premiums on each binder, policy or
transaction are due within twenty five (25) days
of the effective date of the binder, policy or
transaction was effective. Additional premiums
developed by adjustments or audits are due
within twenty five (25) days of the date of the
billing by Company to the General Agent.
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F. The General Agent agrees to provide Company
with all pertinent statistical information as
requested by Company in the form required by
Company.
G. The General Agent shall be responsible for
conducting a quality assurance program for all
premium, accounting and statistical reports and
all policy transactions to assure compliance
with all terms of this Agreement and
reconciliation procedures.
H. If the General Agent is delinquent in either
accounting for or payment of monies due to
Company, then Company may, by written notice to
the General Agent, suspend or modify any of the
provisions of this Agreement or immediately
terminate this Agreement
I. The Company may offset any balance or
balances due from the General Agent under this
Agreement with any balance Company holds due the
General Agent.
J. Notwithstanding anything contained in Items
A-I, General Agent is not responsible to remit
premiums due for premium audits if General Agent
makes all reasonable efforts to collect the
premium due but is unable and so informs the
Company within thirty (30) days of the date of
the premium audit. In that event General Agent
will not receive commissions for amounts
collected by the Company but will receive credit
on his account.
14. BOOKS, ACCOUNTS, The General Agent shall keep complete and
AND RECORDS: accurate records of the business transacted by
him under this Agreement, including but not
limited to all policy and premium records during
the term of this Agreement and for seven (7)
years thereafter and shall forward to the
Company such reports of said business as the
Company may prescribe. The General Agent shall
be responsible for retaining all policy and
premium records on behalf of Company in hard
copy form, microfilm and/or other generally
accepted information storage medium, as well as
in any reasonable back-up form requested by
Company for the period described above. The
Company shall have the right to examine said
books, files and records at any time and to make
such records as it may deem necessary. All
books, accounts, or other documents relating to
the business of the Company, except computer
software systems, are the property of the
Company whether paid for by it or not. The books
and accounts of the Company shall be accepted as
full and final evidence in all matters relating
to this Agreement.
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The provisions of this Section, which are
binding upon the parties subsequent to the
termination of this Agreement, shall survive
such termination until all obligations are
finally discharged.
Company may examine all books and records of the
General Agent pertaining to business written
under this Agreement at all reasonable times on
the premises of the General Agent. Company may
make copies of all books and records described
herein.
In the event of termination of this Agreement,
the General Agent shall forward to Company all
supplies and policy files pertaining to the
terminated Underwriting Program and shall return
all unused policy forms with an accounting of
all such policies provided to the General Agent.
15. CURRENCY: Unless otherwise specified in the Addenda to
this Agreement, all transactions will be
reported and paid in U.S. dollars.
16. EXPENSES: The General Agent shall be responsible for all
expenses incurred by the General Agent in the
performance of its obligation under this
Agreement including but not limited to rentals,
transportation facilities, remuneration of
clerks, solicitors or other employees, postage,
advertising, city license fees, and all other
agency expenses of whatever nature. The conduct
by the General Agent of its business shall be
its own sole cost, credit, risk, and expense.
The General Agent shall not charge or commit the
Company to any expense, agreement, payment, debt
or obligation other than the insurance expressly
described in the Addenda hereto which the
General Agent is authorized to write.
17. SUPPLIES: The ownership of all books, supplies,
undelivered policies, or other property
furnished by the Company to the General Agent
shall be vested in the Company, and these shall
be delivered to the Company or its authorized
representatives immediately upon the termination
or cancellation of this Agreement or at any time
upon the request of the Company. The General
Agent agrees, without expense to the Company, to
surrender the same peaceably. The General Agent
has no authority to release blank policy or
certificate supplies to sub-brokers or
sub-agents. The General Agent must keep a policy
register and all voided policies must be
returned to the Company every thirty (30) days.
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18. COMPANY'S RIGHT TO The Company shall have the right at any time to
CANCEL OR NON-RENEW: cancel or non-renew any policies or contracts of
insurance issued by the General Agent under this
Agreement; the Company reserves the right to
withdraw authority at any time without notice
effective immediately from the General Agent to
solicit, bind, or write any one or more
particular lines or classes of insurance and to
decline to accept any particular risk or class
of risk.
19. COMPENSATION: Subject to the provisions hereof, the General
Agent's sole remuneration for all services that
the General Agent may perform for the Company
shall be its commissions at the rates set forth
on the attached Addendum A.
Unless otherwise agreed, such commissions
include the complete compensation to the General
Agent for its services hereunder. The General
Agent is responsible for all expenses in
connection with solicitation of insurance or
performance of any duties or obligations of the
General Agent, all countersignature fees and
commissions, all commissions to sub-producers
and any other expenses of the General Agent,
such as rent, office upkeep, salaries,
promotional and advertising expenses and
traveling expenses.
In the event of policy cancellation or
endorsement resulting in a premium return to a
policyholder, the General Agent shall be
responsible for refunding to Company the entire
amount of any commission paid or allowed on the
returned premium, including commissions to
sub-producers.
20. TERMINATION: Either party hereto shall have the right at any
and all times to terminate this Agreement by
written notice specifying the effective date of
termination, which shall be not less than ninety
(90) days thereafter, such notice to be by
certified mail, return receipt requested, to the
other party at its address hereinabove set
forth. Any such termination shall not affect the
rights and obligations of the parties hereto as
to transactions, acts, or things done by either
party prior to the effective date of
termination.
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This Agreement shall terminate automatically in
the event that reinsurance purchased by Company,
which Company considers to be an integral part
of the underwriting program, has been restricted
or cancelled by reinsurers, in which event, the
date of restriction or cancellation shall become
the termination date of this Agreement.
This Agreement shall terminate automatically in
the event that Company, in its sole discretion,
determines that the General Agent has not acted
in compliance with the Underwriting Guidelines
or rules of the Company, or the insurance
companies that it represents, in connection with
the underwriting program involved. This
Agreement may be cancelled by Certified Mail and
within ten (.10) days' prior written notice, by
the Company at its option upon the breach,
non-performance, or violation by the General
Agent or any person for whom the General Agent
may be responsible, of any provision, term or
condition hereof. The Company may, at its
option, permit the General Agent to rectify such
breach, non-performance, or violation within ten
(10) business days after receipt of written
notice from Company or, where cure would take
longer, to commence to cure within five (5)
business days and continues in good faith to
cure thereafter.
At the Company's option, this Agreement may be
terminated immediately in the event that the
General Agent shall have committed a fraudulent
act or illegal conduct, become insolvent or
bankrupt or commit an act of bankruptcy or make
an assignment for the benefit of creditors.
This Agreement shall terminate automatically
upon the effective date of the sale, transfer or
merger of the General Agent's business. This
Agreement shall terminate automatically if the
General Agent knowingly violates any provision
of this Agreement, or if the General Agent fails
to remit premiums when due.
Upon termination of this Agreement, unless
otherwise stipulated by the Company, the General
Agent shall account to the Company for all
premiums or other transactions unaccounted for
at the time of termination or arising thereafter
with respect to insurance covered by this
Agreement.
If this Agreement is terminated and the General
Agent has paid to Company all monies owing to
the Company, the expirations on business written
pursuant to this Agreement shall remain the
property of the General Agent. If the General
Agent is in default on the payment of monies to
the Company under the terms of this Agreement
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for any reason, any and all expirations or other
business shall become the property of the
Company upon the termination of this Agreement.
The General Agent shall receive no commissions
for premiums which the General Agent fails to
collect and which the Company collects but the
General Agent shall receive credit for the
premium in their mutual account.
All termination provisions of this Paragraph are
subject to the law of the jurisdiction
applicable to this termination.
After the effective date of termination of this
Agreement, the General Agent shall neither issue
any new policies nor bind any new insurance on
behalf of the Company, nor extend, renew or
increase the Company's liability on any existing
policy or binder, but at the Company's option
and except as aforesaid, all of the General
Agent's powers and authorities and al of the
rights and obligations of the parties hereto,
including the collection of premiums and the
accounting of premiums and commissions and
settling of all balances, shall remain in full
force and effect until all liabilities of the
21. FINANCING OF PREMIUMS: Company under all policies issued by the General
Agent hereunder are finally discharged. Company
retains the right to cancel or non-renew any
policy written by the General Agent for any
reason permitted by law
The General Agent shall forward to the Company
immediately upon receipt, or upon the General
Agent's knowledge thereof, all correspondence or
notices with relation to the financing or
proposed financing of premiums by any
policyholder. The General Agent shall not accept
premium financing on policies for which the
premium is provisional, deposit, minimum, or
otherwise adjustable.
The General Agent is not and shall not hold
itself out as the agent of the Company for the
purpose of obtaining premium financing.
The Company reserves the right to refund
premiums directly to the premium finance company
upon cancellation of a policy(ies). The General
Agent agrees to procure the agreement of any
sub-producer to Company's action. The General
Agent shall refund applicable commission to the
premium finance company in the event of a
cancellation of a policy(ies).
Premium finance company must agree, and General
Agent agrees to procure any sub-producer's
consent, to:
(A) Directly notify Company in writing if the
premium finance company cancels a policy(ies)
and
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(B) Acknowledge that Company is under no duty to
reinstate a policy(ies) if the policy(ies) is
(are) cancelled.
General Agent also agrees to:
(1) Notify Company in writing if General Agent
desires to reinstate a policy(ies) that has
(have) been cancelled; and
(2) Remain responsible as provided in the
Paragraph entitled "Premium" for collecting the
gross written premium of any financed
policy(ies) regardless of the financing of
premium.
The provisions of this Section, which are
binding upon the parties subsequent to the
termination of this Agreement, shall survive
such termination until all obligations are
finally discharged.
22. INDEMNIFICATION; The General Agent agrees to indemnify and save
the Company, its affiliates and subsidiaries and
their officers, directors, and employees
harmless from any damage and against any
liability for loss, cost, expenses, fines,
penalties, including punitive or exemplary
damages and all cost of defense: (i) resulting
from any act, error or omission, whether
intentional or unintentional, by the General
Agent and its officers, directors, employees,
and its sub-producers, related to or which arise
out of the business covered by this Agreement,
or (ii) resulting from any obligation, act or
transaction created or performed by the General
Agent in violation of, in excess of, or in
contravention of the power and authority of the
General Agent set forth in this Agreement.
The Company will choose defense counsel for all
lawsuits hereunder and defend itself and the
General Agent will pay all expense. The Company
shall decide in its sole opinion whether claims
or suits may be settled.
The General Agent expressly authorizes the
Company without precluding the Company from
exercising any other remedy it may have, to
charge against all compensation due or to become
due to the General Agent under this Agreement
any monies paid or liabilities incurred by the
Company by reason of any occurrence described
herein.
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23. ASSIGNMENT: No assignment of this Agreement, or of any
commissions or fees hereunder shall be valid
unless authorized in advance in writing by the
Company. Every assignment shall be subject to
any indebtedness and obligation of the General
Agent that may be due or become due at any time.
24. AMENDMENT: The Company shall have the exclusive right to
amend this Agreement or any of its provisions or
terms of compensation by written notice to said
effect, but such amendments shall not affect any
rights accruing or compensation or commissions
earned prior thereto. This Agreement cannot be
amended by any subsequent practices or courses
of dealing by the parties inconsistent herewith.
No oral agreement or representation concerning
this Agreement or the General Agent's
relationship to the Company shall be binding on
the Company. Any amendment to this Agreement
must be in writing and signed by an officer of
the Company.
25. NOTICE: All notices required or permitted to be given
hereunder shall be in writing and shall be given
as follows:
A. If given by the Company:
Mailed by certified mail to the General Agent at
its address as shown herein, or to such other
address as the General Agent may have previously
specified to the Company in writing; or
B. If given by the General Agent:
Mailed by certified mail, to the Company's
office as hereinabove specified and copy to
American International Group, Inc.; Att: General
Counsel, 00 Xxxx Xxxxxx, Xxx Xxxx, XX 00000
26. SERVICE OF PROCESS: In the event any legal process or notice is
served on the General Agent in-a suit or
proceeding against the Company, the General
Agent shall forthwith forward such process or
notice to American International Group, Inc. at
00 Xxxx Xxxxxx (Xxxxxxx Xxxxxxx), Xxxx xx Xxx
Xxxx, Xxxxxx of Xxx Xxxx, Xxxxx xx Xxx Xxxx
00000, by Registered Mail.
27. WAIVER: No waiver or modification of this Agreement
shall be effective unless it be in writing and
signed by a duly authorized officer of the
Company. The failure of the Company to enforce
any provision of this Agreement shall not
constitute a waiver by the Company of any such
provision. The past waiver of a provision by the
Company shall not constitute a course of conduct
or a waiver in the future of that same
provision.
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28. CHOICE OF LAWS, VENUE, The laws of New York shall govern all matters
JURISDICTION: concerning the validity, performance, and
interpretation of this Agreement. The Venue for
any action in law or equity between the parties
shall be designated exclusively as the Supreme
Court of the State of New York, County of New
York. The parties consent to the jurisdiction of
the Supreme Court of the State of New York for
any action between the parties in law or equity.
29. DIVISIBILITY: If any separable provision hereof shall be held
to be invalid, or unenforceable under the laws
or Insurance Department regulations now or
hereafter in effect in the jurisdiction
governing this Agreement, such invalidity or
unenforceability shall not affect any other
provisions hereof.
30. REGULATORY NOTICES: The General Agent shall forward promptly to the
Company all correspondence pertaining to this
Agreement received from any government
regulatory agency.
31. MERGER: This instrument with Addenda attached embraces
the entire Agreement between the parties and
supersedes all previous Agreements entered into
between the parties hereto, and any prior
statements, agreements or representations
between the parties are merged herein.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement in
duplicate.
INSURANCE COMPANIES SUBSCRIBING
THIS AGREEMENT
03/03/95 ----------------------------------------
(Date) (Name)
Vice President
----------------------------------------
(Title)
----------------------------------------
(Name)
Secretary
----------------------------------------
(Title)
New Hampshire Insurance Company
----------------------------------------
(Name of Company)
00 Xxxx Xxxxxx, X.X., X.X. 00000
----------------------------------------
(Address)
Subscribed and sworn to before me this 8th day of March 1995
My commission Expires: 09/30/96
Xxxxx Xxxxxxx
Notary Public, State of New York'
No. 00-0000000 /s/Xxxxx Xxxxxxx
Commission Expires 09/30/96 (Notary Republic)
-------------------------- ----------------------------------------
(Date) (Name)
Vice President
----------------------------------------
(Title)
----------------------------------------
(Name)
Secretary
----------------------------------------
(Title)
National Union Fire Ins. Co. of
Pittsburgh. Pa
----------------------------------------
(Name of Company)
00 Xxxx Xxxxxx, X.X., X.X. 00000
----------------------------------------
(Address)
Subscribed and sworn to before me this 8th day of March 1995
My commission Expires: 09/30/96
Xxxxx Xxxxxxx
Notary Public, State of New York
No. 00-0000000 /s/Xxxxx Xxxxxxx
Commission Expires 09/30/96 ----------------------------------------
(Notary Republic)
15
FOR THE GENERAL AGENT
03/03/95 /s/ Xxxxxx X. Xxxxxxxxxx
(Date) ----------------------------------------
(Name)
CEO
----------------------------------------
(Title)
/s/ Xxxx X. Xxxxxxxxxx
----------------------------------------
(Name)
President
----------------------------------------
(Title)
Mechanical Breakdown Administrators
----------------------------------------
(Name of Company)
0000 X. Xxx Xxxxxxxx #000 Xxxxxxxxxx, XX
00000
----------------------------------------
(Address)
Subscribed and sworn to before me this 6th day of March, 1995
My commission Expires: 09/30/96
Xxxxxxx Xxxxxxx
Notary Public, State of Arizona
Maricopa County /s/ Xxxxxx Xxxxxxx
Commission Expires 09/30/99 ----------------------------------------
(Notary Republic)
TO BE EXECUTED IF THE GENERAL AGENT IS A CORPORATION OR PARTNERSHIP
INDIVIDUAL GUARANTEE: In consideration for the placement of
business through the Company pursuant to
the foregoing Agreement, the
undersigned, individually, hereby
personally and fully guarantees the
performance by the General Agent of
every agreement, covenant and
undertaking hereunder provided such
person or persons has signed this.
Agreement individually or on behalf of
the General Agent.
IN WITNESS WHEREOF,
____________________________________ BY:
Subscribed and sworn to before me this ___________ day of _____________ 19______
My commission Expires:
----------------------------------------
----------------------------------------
Notary Republic
16
ADDENDUM A
This Addendum A is made a part of, and is subject to the conditions of the
General Agency Agreement effective January 1, 1994 between the Insurance
Companies Subscribing Hereto (hereinafter collectively referred to as the
"Company") and Mechanical Breakdown Administrators of 0000 X. Xxx Xxxxxxxx,
Xxxxxxxxxx, Xxxxxxx 00000 (hereinafter referred to as the "General Agent".)
It is agreed and understood that the Territory within which the General Agent
shall operate is: AZ, CO, FL, IL, MA, MI, NE, NY, OR, WA
Issuing Company(ies): New Hampshire Insurance Company and National Union Fire
Insurance Company of Pittsburgh, Pa.
The General Agent shall bind and write the following lines of business, at the
commission rates shown herein, for the Mechanical Breakdown Insurance Program,
in accordance with the Underwriting Guidelines, rules, manuals and instructions
of the Company to General Agent, as follows:
Line of Business Commission
---------------- ----------
Mechanical Breakdown Insurance 45%
The General Agent shall deduct and retain commission on net written premiums
written and collected hereunder. For the purpose of the Agreement, net written
premiums means gross premiums written less cancellation and return premiums.
Line of Business Commission
---------------- ----------
Vehicle Service Contract 0%
The General Agent shall deduct and retain commission on net written premiums
written and collected hereunder. For the purpose of the Agreement, net written
premiums means gross premiums written less cancellation and return premiums.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement in
duplicate.
INSURANCE COMPANIES SUBSCRIBING
THIS AGREEMENT
03/03/95
(Date) ----------------------------------------
(Name)
Vice President
----------------------------------------
(Title)
----------------------------------------
(Name)
Secretary
----------------------------------------
(Title)
New Hampshire Insurance Company
----------------------------------------
(Name of Company)
00 Xxxx Xxxxxx, X.X., X.X. 00000
----------------------------------------
(Address)
Subscribed and sworn to before me this 8th day of March 1995
My commission Expires: 09/30/96
Xxxxx Xxxxxxx
Notary Public, State of New York'
No. 00-0000000 /s/ Xxxxx Xxxxxxx
Commission Expires 09/30/96 ----------------------------------------
(Notary Republic)
17
----------------------------------------
(Name)
Vice President
----------------------------------------
(Title)
----------------------------------------
(Name)
Secretary
----------------------------------------
(Title)
National Union Fire Ins. Co. of
Pittsburgh. Pa
----------------------------------------
(Name of Company)
00 Xxxx Xxxxxx, X.X., X.X. 00000
----------------------------------------
(Address)
Subscribed and sworn to before me this 8th day of March 1995
My commission Expires: 09/30/96
Xxxxx Xxxxxxx
Notary Public, State of New York'
No. 00-0000000 /s/ Xxxxx Xxxxxxx
Commission Expires 09/30/96 ----------------------------------------
(Notary Republic)
FOR THE GENERAL AGENT
03/10/95 /s/ Xxxxxx X. Xxxxxxxxxx
(Date) ----------------------------------------
(Name)
CEO
----------------------------------------
(Title)
/s/ Xxxx X. Xxxxxxxxxx
----------------------------------------
(Name)
President
----------------------------------------
(Title)
Mechanical Breakdown Administrators
----------------------------------------
(Name of Company)
0000 X. Xxx Xxxxxxxx #000 Xxxxxxxxxx, XX
00000
----------------------------------------
(Address)
Subscribed and sworn to before me this 10th day of March, 1995
My commission Expires: 09/30/96
Xxxxxxx Xxxxxxx
Notary Public, State of Arizona
Maricopa County /s/ Xxxxxx Xxxxxxx
Commission Expires 09/30/99 ----------------------------------------
(Notary Republic)
18
