Exhibit 10.10
PROGRAM ADMINISTRATOR AGREEMENT
This Program Administrator Agreement ("Agreement") is effective as of October 1,
2004 (the "Effective Date") between American Professional Agency, Inc., the
("Program Administrator"), Darwin Professional Underwriters Inc. ("the
Company"), and Darwin National Assurance Company, Platte River Insurance
Company, and Capitol Specialty Insurance Corporation. The parties hereto hereby
agree as follows:
I.
APPOINTMENT AND ACCEPTANCE OF APPOINTMENT
APPOINTMENT AND ACCEPTANCE OF APPOINTMENT. Subject to applicable laws and
regulations and the terms and conditions of the Agreement, including any
attached Appendix or Addendum, the Company hereby appoints the Program
Administrator and the Program Administrator accepts such appointment as the
Company's producer for the classes of business, lines of business, types of
risks or kinds of business set forth in APPENDIX A of this Agreement (the "
Psychiatrist Program").
TERRITORY. The authority of the Program Administrator shall only apply to
exposures or risks located in the territory defined and stated in APPENDIX A.
INDEPENDENT CONTRACTOR. By accepting this appointment, the Program Administrator
is not and shall not be deemed to be the Company's employee, but shall remain an
independent contractor. Nothing in the Agreement shall be interpreted as
creating a relationship of employer/employee, joint venture or association
between the Company and the Program Administrator. The Program Administrator
shall not represent that the Program Administrator is an employee of the
Company, nor shall the Program Administrator in any manner hold the Program
Administrator out to be an employee of the Company.
INDEPENDENT JUDGMENT. The Program Administrator shall be free to exercise
independent judgment as to the time, place and manner of soliciting insurance
and providing services to policyholders; however, the Program Administrator
shall perform the Program Administrator's duties and obligations at all times in
accordance with the terms and conditions of this Agreement.
II
AUTHORITY OF PROGRAM ADMINISTRATOR
SOLICIT, ACCEPT PROPOSALS OR APPLICATIONS. Subject to the terms and conditions
of this Agreement, the Company hereby grants to the Program Administrator
authority and the Program Administrator hereby accepts the authority to solicit
and receive proposals and applications for insurance for risks in the territory
defined and stated in APPENDIX A.
BINDING AUTHORITY. Subject to the terms and conditions of this Agreement, the
Company hereby grants to the Program Administrator authority and Program
Administrator hereby accepts the authority to bind certain kinds of business set
forth in APPENDIX A.
UNDERWRITING. Subject to the terms and conditions of this Agreement, the Company
hereby grants to the Program Administrator authority and the Program
Administrator hereby accepts the authority to underwrite the kinds of business
set forth in APPENDIX A in accordance with the Company's authority and
Underwriting Guidelines.
POLICY AND CERTIFICATE ISSUANCE AND DELIVERY. Subject to the terms and
conditions of this Agreement, the Company hereby grants to the Program
Administrator authority and Program Administrator hereby accepts the authority
to issue and deliver certain policies of insurance and certificates of insurance
(such forms of which shall be drafted by the Company with the Program
Administrator's assistance) for the kinds of business set forth in APPENDIX A.
ADMINISTRATION. Subject to the terms and conditions of this Agreement, the
Company hereby grants to the Program Administrator and Program Administrator
accepts the authority to administer, including rating, the kinds of insurance
set forth in APPENDIX A.
COLLECTION AND REMITTANCE OF PREMIUM. Subject to the terms and conditions of
this Agreement, the Company hereby grants to the Program Administrator and the
Program Administrator hereby accepts the authority to collect, receive, account
for and timely remit to the Company premium and other applicable charges for the
kinds of business set forth in APPENDIX A.
CANCELLATION, RENEW, RENEW WITH ALTERED TERMS AND NON-RENEWAL. Subject to the
terms and conditions of this Agreement and applicable law, the Company hereby
grants to the Program Administrator and the Program Administrator hereby accepts
the authority to cancel, renew, renew with altered terms and non-renew insurance
policies for the kinds of business set forth in APPENDIX A.
APPLICABILITY OF AUTHORITY. The authority granted by the Company and the
acceptance by the Program Administrator as stated in this section is limited and
applicable only to the classes of business, lines of business, or types of risks
("kinds of business") set forth in APPENDIX A and amendments made from time to
time by the Company to APPENDIX A.
MAXIMUM POLICY LIMITS OF LIABILITY OR AMOUNTS OF INSURANCE AND OTHER TERMS AND
CONDITIONS. The Program Administrator shall neither issue any policy nor bind
any insurance on behalf of the Company, nor extend or increase the Company's
liability on any existing policy or binder with regard to limits of liability or
amounts of insurance in excess of the maximum limits of liability or amounts of
insurance stated or referenced in excess of the maximum limits or amounts of
insurance stated or referenced in APPENDIX A, nor issue any policy or
endorsement, or bind or modify any insurance in a manner inconsistent with
APPENDIX A.
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III
ADMINISTRATIVE SERVICES OF THE PROGRAM ADMINISTRATOR
The Program Administrator shall perform the following administrative services on
behalf of the Company:
UNDERWRITING GUIDELINES. Assist the Company in developing Underwriting and
Producer Guidelines and modifications thereof for the kinds of business
applicable to this Agreement, to be approved by the Company in writing prior to
use. The Company is required to provide a minimum of ten (10) days written
notice to the Program Administrator prior to implementing a change in the
underwriting guidelines or base rate pricing. Provided that any change in
underwriting guidelines will not apply to accounts which have already been
quoted unless mutually agreed by the Company and Program Administrator.
PROCESS APPLICATIONS. Process applications for insurance.
PREMIUM AND REMITTANCE. Subject to Section VI PREMIUMS, collect, receive and
account and timely remit premiums to the Company and other charges including,
but not limited to, all applicable fees, surcharges, and taxes imposed by any
federal, state or municipal authorities.
SURPLUS LINES TAX AND FEES. Collect remit and report surplus lines taxes and
fees in accordance with all requirements of state law.
RATE AND QUOTE POLICIES OF INSURANCE; POLICY INFORMATION SERVICES. Rate and
quote policies of insurance and certificates of insurance consistent with the
Company's rate, rule and form filings promulgated, made or adopted in writing by
the Company, the authority granted herein, and the guidelines referenced in
APPENDIX A, as well as to provide policy information services for insureds.
CERTIFICATE AND POLICY ISSUANCE. Issue and deliver certificates of insurance and
policies of insurance consistent with the Company's rate, rule and form filings
made, adopted, or prescribed in writing by the Company, and in accordance with
the terms and conditions of this Agreement and the authority granted herein. The
Program Administrator will only use policies, endorsements and all other forms
approved by the Company in connection with its duties hereunder. The Company
may, upon 30 days' notice to the Program Administrator, assume some or all
responsibility for the issuance of certificates of insurance, policies or
endorsements.
MARKETING INFORMATION. All marketing information provided by the Program
Administrator shall remain the property of the Program Administrator.
RECORD KEEPING. The Program Administrator shall keep accurate records of all
policies, endorsements and renewals issued by the Program Administrator on the
Company's behalf and keep accurate records of all premiums collected or due and
owing thereon. All such records shall be open to examination by the Company any
time during normal business hours, subject to written request by the Company to
make such records available within five (5) business days.
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REGULATORY COOPERATION. The Program Administrator will immediately notify the
Company of any investigation or inquiry from any insurance or other governmental
body and will cooperate with the Company in connection therewith.
IV
LOSS INFORMATION
LOSS INFORMATION PROVIDED. For all business under this Agreement, the Company
will provide the Program Administrator with loss information in a mutually
acceptable electronic format no less frequently than quarterly which shall
include the following information to date: written premium, earned premium,
indemnity payments, expense payments, outstanding reserves, total losses, loss
ratio, total claims, open claims, type of claim, claimant name, and policy
count. The loss information on all insurance written under this Agreement shall
be provided to the Program Administrator during the term of the Agreement and
for a period of five (5) years from the termination of this Agreement. Provided
that if such termination was by the Company under SECTION XI TERMINATION,
PARAGRAPH C or by the Program Administrator under SECTION XI TERMINATION,
PARAGRAPH B, without complying with the proviso therein (hereinafter each
referred to as an "Exception Termination"), the Company shall have no obligation
to provide loss information after the effective date of termination of this
agreement. Except as set forth in the preceding sentence, modification to the
loss information provided, or the frequency of reports, will be made upon
agreement of the Company and the Program Administrator.
OWNERSHIP OF INFORMATION. The results of any insurance written under this
Agreement, loss and pricing data, surveys, loss control information, and other
related data provided to the Program Administrator are the property of the
Company, but may be used by the Program Administrator unless this Agreement has
been the subject of an Exception Termination.
V
COMMISSIONS
COMMISSIONS EARNED. Commissions are earned in accordance with APPENDIX B and may
not be changed without the mutual written consent of the parties.
VI
PREMIUMS
COLLECTION AND REMITTANCE OF PREMIUM. The Program Administrator shall collect
all premiums and other charges due from insureds or other parties, whether the
policy is written directly by the Program Administrator or through the Program
Administrator's sub-agents, sub-brokers or sub-producers.
PREMIUMS REQUIRED TO BE DEPOSITED INTO A PREMIUM TRUST FUND ACCOUNT. The Program
Administrator shall hold all premiums and return premiums received by the
Program Administrator on behalf of the Company in a fiduciary capacity as
trustee for the Company in a
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premium trust account. The premium trust fund account shall be maintained in
accordance with applicable state law. The Program Administrator will promptly
keep the Company advised of any change in the bank where funds are so deposited
and will require that the Company be furnished with such information as the
Company may require from time to time, including but not limited to, the amount
on deposit for the Company in any such account at any time, a list of checks
drawn on any account containing the names of the payee and the amounts and any
other information requested by the Company relating to the Company's premium
monies.
NO COMMINGLING OF PREMIUM MONIES. The Program Administrator shall not commingle
any premium monies collected pursuant to this Agreement with the Program
Administrator's operating funds.
AUTHORIZED SIGNATURE. The Program Administrator irrevocably authorizes the
Company, at any time, to require the bank to provide to the Company a duplicate
bank statement(s) and/or photocopies of all checks cleared from the premium
trust fund account.
INVESTMENT ACCOUNTS AND RIGHTS TO INTEREST ON FIDUCIARY PREMIUM TRUST FUND
ACCOUNT. Funds on deposit with the premium trust fund account required by this
Agreement may be invested subject to the requirements of applicable state law
and regulations in the following types of accounts and/or instruments and no
other: demand accounts, time accounts, commercial paper rated Al or better by
Standard and Poors and certificates of deposit with a maturity of not more than
one year. Subject to the requirements of applicable state law and regulations,
the Program Administrator may retain any interest or income earned from such
investments.
WITHDRAWAL OF FUNDS FROM FIDUCIARY PREMIUM TRUST FUND ACCOUNT. The Program
Administrator may withdraw sums from the premium trust fund account only for
payments due to the Company or commissions due to the Program Administrator or
for return premiums due to policyholders of the Company. The privilege of
deducting commissions from premium monies received by the Program Administrator
shall not be construed as an alteration of the fiduciary capacity.
Withdrawals from bank accounts and the premium trust fund account must be in
accordance with the laws of the applicable various states and this Agreement.
The net amounts due to the Company shall be forwarded to the Company, as
described in this Agreement.
PREMIUM DUE DATES. Premium net of commission on each binder, policy, installment
or transaction is due and shall be received not later than fifteen (15) days
after the end of the month in which the binder, policy, installment or
transaction was effective. With regard to delinquent installment payments,
Program Administrator shall be liable for any uncollected premium due prior to
the effective date of policy cancellation. Additional premiums developed by
adjustments or audits are due within fifteen (15) days of the date of the
preparation of the billing by the Company or the Program Administrator. The
Program Administrator shall remit all premiums and other monies in accordance
with the terms of this Agreement even if a binder, policy, contract,
endorsement, or other document has not been issued by the payment due date.
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STATISTICAL INFORMATION REPORTS. The Program Administrator agrees to provide the
Company with all pertinent statistical information as requested by the Company
in the time periods and form required by the Company.
ACCOUNTING OR PAYMENT DELINQUENCY. If the Program Administrator is delinquent in
either accounting for or payment of monies due to the Company and fails to cure
such delinquency within seven (7) business days, then the Company may, by
written notice to the Program Administrator, suspend or modify any of the
provisions of this Agreement.
OFFSET OF BALANCE. The Company may offset any balance or balances due from the
Program Administrator under this Agreement with any balance the Company holds
due the Program Administrator.
NO WAIVER OF FIDUCIARY RELATIONSHIP. Nothing done by the Company with respect to
maintaining a depositor/creditor account with the Program Administrator, or the
Company booking, or the rendering of such accounts from time to time between the
Company and the Program Administrator, or the failure of the Company to enforce
prompt remittance, or any changes to compensation rates, or any compromise or
settlement, or any other actions of the Company, shall modify or waive the
fiduciary relationship as to the premium collected by the Program Administrator.
VII
COMPANY INSTRUCTIONS, UNDERWRITING GUIDELINES, RULES, MANUALS
COMPLIANCE WITH COMPANY INSTRUCTIONS. The Program Administrator shall timely
comply with and be bound by all of the underwriting guidelines, 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, including maintenance of
proper licenses for itself or subproducers necessary to produce business, and
surplus lines procedures.
VIII
ADVERTISING AND MARKETING MATERIALS
ADVERTISING AND MARKETING MATERIALS REQUIRE COMPANY APPROVAL. The Program
Administrator shall not use the Company's marketing materials, or use the
Company's logo, trademark trade name, name or the name of any of its affiliates
or member companies, or associated companies without the consent of the Company
thereto in writing. Such consent shall not be unreasonably withheld.
MARKETING MATERIALS APPROVAL. The Program Administrator shall submit to the
Company all proposed advertising, brochures, sales promotions and other
solicitation materials for new and renewal business which are subject to this
Agreement for the Company's review and written approval prior to dissemination.
The Company will attempt to review all promotion copy within ten (10) working
days of the receipt of such copy. Such approval shall not unreasonably be
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withheld. Company approved promotion material may be used by the Program
Administrator for subsequent promotions without further Company approval, if the
subsequent promotion takes place within 1 year of the original promotion, and
the Company has not notified the Program Administrator that the approval has
been withdrawn.
ADVERTISING AND MARKETING MATERIALS EXPENSE. Approval by the Company of
advertising or marketing material shall not in any event be construed as
charging or binding the Company to bear any part of the cost or expenses
thereof.
IX
EXPENSES
EXPENSES INCURRED BY PROGRAM ADMINISTRATOR. The Program Administrator is
responsible for all expenses in connection with the solicitation of insurance or
performance of any duties or obligations of the Program Administrator, all
commissions to sub-producers and any other expenses of the Program
Administrator, such as rent, office upkeep, postage, city license fees,,
systems, salaries, promotional and advertising expenses, traveling expenses, and
all other program administrative expenses of whatever nature or kind unless
otherwise agreed to in writing by the Company.
X
INDEMNIFICATION; INSURANCE
PROGRAM ADMINISTRATOR INDEMNIFICATION. The Program Administrator agrees to
indemnify and save the Company and its officers, directors, and employees
harmless from any damage and against any liability for loss, costs, expenses,
fines, penalties, including punitive or exemplary damages, and all cost of
defense: (1) resulting from any negligent or intentionally wrongful act, error,
or omission by the Program Administrator and its officers, directors, employees,
and its wholly-owned producers, related to or which arise out of the business
covered by this Agreement, or (2) resulting from any obligation, act or
transaction created or performed by the Program Administrator in violation of,
in excess of, or in contravention of the power and authority of the Program
Administrator set forth in this Agreement, except to the extent such acts or
omissions in (1) or (2) above were contributed to or compounded by the Company.
COMPANY INDEMNIFICATION. The Company agrees to indemnify and save the Program
Administrator and its officers, directors, employees, harmless from any damage
and against any liability for loss, cost, expenses, fines, penalties, including
punitive or exemplary damages, and all costs of the defense: (1) resulting from
any negligent or intentionally wrongful act, error, or omission by the Company
and its officers, directors and employees, related to or which arise out of the
business covered by this Agreement, or (2) resulting from any obligation, act,
or transaction created or performed by the Company in violation of, in excess
of, or in contravention of the power and authority of the company set forth in
this Agreement or (3) resulting from any act, error, or omission, whether
intentional or unintentional, by the Company and its officers, directors,
agents, and employees, related to or which arise out of the handling of
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any claims by the Company, except to the extent such acts or omissions in (1),
(2) or (3) above were contributed to or compounded by the Program Administrator.
ERRORS AND OMISSIONS & FIDELITY BOND.
A. The Program Administrator warrants that it shall maintain during the term of
this Agreement and until such time as its duties and obligations under this
Agreement are fully and completely performed, Errors and Omission Liability
Insurance (E&O Coverage) in an amount not less than $5,000,000 for any one event
or occurrence and in the aggregate. The Program Administrator further warrants
that it will give the Company written notice of any change, cancellation, or
other termination of the Program Administrator's E&O Coverage as soon as it is
aware of such change, cancellation, or other termination of the Program
Administrator's E&O Coverage. A certificate of insurance will be provided to the
Company by the Program Administrator before the effective date of this
Agreement.
B. The Program Administrator warrants that it shall maintain during the term of
this Agreement and until such time as its duties and obligations under this
Agreement are fully and completely performed, a fidelity bond covering all of
the Program Administrator's operations and employees servicing the business
written pursuant to this Agreement in an amount no less than $2,000,000 and on a
form reasonably satisfactory to the Company. The Program Administrator further
warrants that it will give the Company written notice of any change,
cancellation, or other termination of the fidelity bond as soon as it is aware
of such change, cancellation, or other termination of the fidelity bond.
XI
TERMINATION
A. This Agreement may be terminated at any time by mutual written agreement of
the Program Administrator and the Company.
B. Either party shall have the right to terminate this Agreement by written
notice to the other party specifying the effective date of such termination,
which shall be not less than 180 days thereafter. Provided, however, that in the
event that the Company maintains access for the Program Administrator to writing
companies whose paper is rated "A" or better by A.M. Best, and has complied with
the obligations of this Agreement, the Program Administrator will not terminate
the Agreement and enter into a similar agreement with another entity
substantially covering the business formerly covered by the Agreement without
offering the Company the opportunity to match the financial terms proposed in
the agreement with the other entity.
C. This Agreement shall terminate automatically upon the insolvency of, or
fraud, willful misconduct, or misappropriation of any of the Company's funds by,
the Program Administrator.
D. Except as provided in SECTION VI (ACCOUNTING OR PAYMENT DELINQUENCY) or
PARAGRAPH C above, in the event either party believes the other party or any
person for whom they may be responsible, has breached, non-performed, or
violated any provision, term or condition of this Agreement, the aggrieved party
shall provide by written notice to the defaulting party specifying
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the alleged breach, non-performance, or violation committed. From the date such
notice was received, the aggrieved party shall permit the defaulting party (1)
to rectify such breach, non-performance, or violation within ten (10) days after
receipt of such written notice or, (2) where cure would take longer, to commence
to cure within five (5) business days and continue in good faith to cure
thereafter to the satisfaction of the aggrieved party. If the aggrieved party
determines at any time that the defaulting party has not made a good faith
effort to cure, or if at the expiration of the cure period the breach,
non-performance, or violation has not been rectified or cured and so notifies
the defaulting party in writing, the termination of the Agreement shall take
place ten (10) days from the transmittal of such notice.
In the event the Program Administrator violates the Company's written
underwriting guidelines in APPENDIX A and, after written notice given in
accordance with this PARAGRAPH D, the Program Administrator fails to cure the
violation, the Company may, in its sole discretion and in addition to the other
remedies provided in this PARAGRAPH D, suspend, modify or withdraw the authority
of the Program Administrator.
E. Except as otherwise provided in this Agreement, termination will not affect
the rights and obligations of the parties as to transactions, acts, or things
done by either party prior to the effective date of termination.
XII
OWNERSHIP OF RECORDS AND NON-SOLICITATION
The Program Administrator is the sole and exclusive owner of the expirations of
the business herein, unless the Agreement has been the subject of an Exception
Termination, which takes place more than 9 months, but fewer than 5 years from
the effective date of this Agreement, in which case the Program Administrator
and the Company have joint ownership of the expirations of the business. In the
event that this Agreement is terminated pursuant to an Exception Termination
after 5 years from the effective date of this Agreement, the Program
Administrator will remain the sole and exclusive owner of the expirations of the
business.
In the event that this Agreement is terminated for any reason other than an
Exception Termination, the Company and its respective successors-in-interest
agree not to solicit the Program Administrator's customers for three (3) years
following such termination. Solicitation will not include the submission of a
customer's account to the Company by another producer, if such submission was
made independent of information provided, or direction from the Company.
This section shall survive the termination of this Agreement.
XIII
AUDIT
The Company may inspect or audit the Program Administrator's financial and
accounting records that relate solely to this Agreement, for the purpose of
verifying compliance with this Agreement. Either during or within seven (7)
years after the term of this Agreement, the
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Company may inspect or audit the Program Administrator's records relating to
this Agreement for the purpose of verifying coverage under policies or
certificates of insurance issued by the Program Administrator for the Company.
Such records shall be available during normal business hours within five (5)
business days of the Company's written request. Any expenses incurred by the
Company as a result of the inspection or audit, including any photocopying
expenses, shall be the Company's responsibility.
XIV
NOTICES
The Program Administrator shall promptly send, by certified mail or pre-paid
courier, evidences of insurance and all notices required under this Agreement
other than claim notices to:
Darwin Professional Underwriters, Inc.
00 Xxxxxxxxx Xxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxxxx 00000
Attention:
The Company shall promptly send, by certified mail or pre-paid courier, all
notices required under this Agreement other than claim notices to:
American Professional Agency, Inc.
00 Xxxxxxxx
Xxxxxxxxxx, XX 00000
The Program Administrator shall immediately report all claims and losses and
turn over all legal papers to:
Darwin Professional Underwriters, Inc.
00 Xxxxxxxxx Xxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxxxx 00000
Attention: Claim Department
and
Premium payments will be sent via wire transfer according to instructions
provided by the Company.
XV
CONFIDENTIALITY AND SECURITY
A. The Company and the Program Administrator will protect the integrity and
confidentiality of all information collected, developed or maintained in the
course of servicing business under this Agreement, regardless of the form of the
information or where the information resides.
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B. The Company and the Program Administrator will protect such information and
all information processing resources in their respective possession, used in the
course of servicing business under this Agreement against damage, loss,
unauthorized use, modification or disclosure, whether accidental or intentional.
C. The Company and the Program Administrator agree that information which is
treated as confidential by the supplying party for the purpose of this Agreement
will be deemed to be confidential by the receiving party unless and until the
information is (i) in or becomes part of the public domain other than by
disclosure by the receiving party in violation of this Agreement, (ii)
demonstrably known to the receiving party previously, (iii) independently
developed by the receiving party outside of this Agreement, or (iv) rightfully
obtained by the receiving party from third parties who are not under any
confidentiality agreement. Notwithstanding anything to the contrary above,
either party may disclose the information in response to appropriate
governmental requirements or court order, and will provide prompt written notice
to the other party if not restricted by the government requirements. The
recipient of such written notice may choose to object to the disclosure of such
information or may elect to pay the disclosing party the legal costs of
resisting disclosure of such information.
D. This section shall survive the termination of this Agreement.
XVI
MISCELLANEOUS
AMENDMENT. Except as provided in SECTION III of this Agreement, no modification,
amendment or waiver of any provision of this Agreement shall in any event be
effective unless the same shall be mutually agreed upon by the Program
Administrator and the Company and shall be in writing and signed by an officer
of the Program Administrator and the Company. Such waiver or consent shall be
effective only in the specific instance and for the purpose to which given. This
Agreement cannot be amended by any subsequent practices or courses of dealing by
the parties inconsistent herewith. Provided, however, that underwriting
guidelines in APPENDIX A may be amended by the Company upon written notice to
the Program Administrator.
NO WAIVER. No failure or delay on the part of the Company in exercising any
right, power, or remedy hereunder shall operate as a waiver thereof nor shall
any single or partial exercise of any such right, power, or remedy preclude any
other or further exercise thereof for the exercise of any other right, power, or
remedy hereunder. The rights and remedies provided herein are cumulative, and
are not exclusive of any other rights, powers, privileges, or remedies, now or
hereafter existing, at law or in equity or otherwise.
SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the
benefit of the Program Administrator, the Company and their respective
successors and assigns, except that the Program Administrator may not assign or
transfer any of its compensation, rights or obligations under this Agreement
without the prior written consent of the Company. Such written consent shall not
be unreasonably withheld.
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INTEGRATION. This Agreement contains the entire agreement between the parties
relating to the subject matter hereof and supersedes all oral statements and
prior writings with respect thereto.
GOVERNING LAW. The laws of Connecticut shall govern all matters concerning the
validity, performance, and interpretation of this Agreement without giving
effect to conflicts of law principles.
SEVERABILITY OF PROVISIONS. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.
PRIOR AGREEMENTS. This Agreement supersedes any prior agreement between the
Company and the Program Administrator, or their predecessors, relating to the
kinds of business written and applicable to this Agreement.
COUNTERPARTS. This Agreement may be executed in any number of counterparts and
by different parties to this Agreement in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same Agreement.
HEADINGS. The headings in the Agreement are included for the convenience of
reference only and shall not constitute a part of this Agreement for any other
purpose.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on this
3rd day of September, 2004.
Darwin Professional Underwriters Inc. American Professional Agency, Inc.
By: /s/ Xxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------- ------------------------------------
Darwin National Assurance Company Platte River Insurance Company
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx
--------------------------------- ----------------------------------------
Capitol Specialty Insurance
Corporation
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
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