I.

AUTHORITY

1.

To solicit, receive, and bind proposals for commercial lines insurance in accordance with the Company Guidelines.

2.

To pre-screen applications and estimate rates and/or premiums in accordance with the Company Guidelines.

3.

To endorse in-force policies in accordance with Company Guidelines.

4.

To collect, receive, account for, and pay to Company, premiums on policies written by Company, and to refund to the policyholder or insured, as appropriate (or to Company if requested by Company), return premiums as provided in the applicable policy.

5.

To issue, countersign (where necessary), and deliver policies executed by authorized officers of Company.

6.

To effect conditional renewals, cancellation and non-renewal of policies in accordance with Company Guidelines and applicable law.

D.

Company shall have the right to reject any application or business submitted by Partner Agent or to modify, cancel, or refuse to renew any policies written by Company hereunder by giving Partner Agent written notice of effective date of changes that would affect this business.

E.

Partner Agent shall, within twenty (20) calendar days of the inception of coverage, provide to Company all data and statistical information relating to the underwriting of accounts. Partner Agent is authorized to issue binders, certificates or other evidence of insurance.

F.

With 30 days notice, the Company Guidelines may be amended or new Company Guidelines may be adopted at the Company’s discretion without the need to amend this Agreement, provided, however, that amendments to the (i) Collateral Management and Accounting or (ii) Premiums and Accounting Process Guidelines of the Company Guidelines may be adopted by the Company in its discretion only with 90 days notice. Such amendments or new Company Guidelines will be provided to the Partner Agent in writing and must be implemented by Partner Agent in accordance with Company’s instructions. Partner Agent will be provided the opportunity to discuss any changes to Company Guidelines. Company will give Partner Agent reasonable notice in which to enact such changes.

G.

Company retains the right to modify, cancel, conditionally renew or non-renew any and all policies solely in Company’s discretion.

H.

Partner Agent has no authority to solicit, negotiate or place any reinsurance on behalf of Company.

A.

Partner Agent represents and warrants that (i) Partner Agent has any and all ownership or other rights in the business contemplated herein necessary to place such business with Company under this Agreement; (ii) Partner Agent placing business under this Agreement is not in violation of any duty or obligation owed to any other entity or person; and (iii) Partner Agent is, and will continue to be, authorized and licensed to perform all acts set out in this Agreement while providing services under this Agreement.

B.

The Programs that are the subject of this agreement, more specifically described in Exhibit A , shall be exclusive for both the Company and the Partner Agent. In the event that a conflict exists as to whether Partner Agent is authorized to represent an existing or prospective policyholder, when required by law the Company will honor the policyholder’s written producer of record designation signed by the policyholder. Notwithstanding the foregoing, Company shall be under no obligation to honor a written producer of record designation from a policyholder before accepting business from a designated Partner Agent, and Company’s determination of which agent of Company represents Company with regard to a particular policyholder shall be final and binding. Furthermore, if the Company cannot come to terms on the specific risk (potential or existing customer) due to price, location, or other underwriting reason, the Partner Agent may place the business with another carrier; the underwriting file for that specific risk must be documented as to why it was not placed with the Company. An email delivered to the Company Program Director and stored in a physical file shall be considered sufficient documentation for the purposes of this subsection. The Partner Agent and Company further agree that the Company will have first right of refusal on any account meeting the specific program’s underwriting guidelines.

C.

Partner Agent shall be responsible for compliance with all applicable state and federal laws, regulations, rules, and requirements relating to the performance of Partner Agent’s obligations and the general standards, rules, and regulations of the insurance industry and all Company Guidelines as provided by Company in writing.

D.

Partner Agent shall keep true, separate, accurate, and complete records of all transactions related to the policies and all correspondence.

E.

All records and documents applicable to the business relationship between Company and Partner Agent shall be maintained in a form and manner prescribed by the Company’s Records Retention Policy (“Policy”), which has been provided to the Partner Agent. Records must be maintained for the time period outlined in the Policy.

F.

All records and documents of Partner Agent relating to the business described in Exhibit A may be audited, examined, and/or copied by representatives of Company at any time during normal business hours and shall be made available for examination to reinsurers, or to any state insurance department or regulatory body which so requires. Additionally, Partner Agent shall permit authorized employees and representatives of Company to review the operations of Partner Agent, both at its place of business and at other locations during business hours upon ten (10) days written notice by Company.

G.

Partner Agent shall notify Company within forty-eight (48) hours of notice or receipt of any complaint filed with any state insurance department or other regulatory authority relating to the policies, whether against Company or Partner Agent. The parties will work together to promptly and adequately respond to any such complaint. If requested by Company, Partner Agent shall prepare a response to any such complaint or, at Company’s discretion, provide a complete written account to Company such that Company can respond; however, no response shall be sent by Partner Agent prior to consulting with Company regarding such response. Company retains the final authority on all responses relating to complaints against Company. Company may establish formal complaint handling procedures for Partner Agent to follow which are consistent with the requirements set forth herein.

H.

Partner Agent shall not contact any state insurance department or other regulatory authority, directly or indirectly, with regard to Company’s business without the prior written consent of Company. Partner Agent shall notify Company immediately in the event that Partner Agent receives any contact from any such department or authority with regard to Company’s business.

I.

Partner Agent shall utilize automated business processing through Company’s centralized technology system (“Company System”).

J.

If Company provides access to Company information or networks through computer access, Partner Agent shall be responsible for maintaining the security and integrity of such information and of Company’s systems over those elements that the Partner Agent can control. Partner Agent shall not introduce into Company’s systems any virus or other harmful agent. Partner Agent shall be responsible for assuring the quality of policy, premium, accounting and statistical data submitted to Company consistent with Company standards. Partner Agent agrees to adhere to the terms and conditions governing Partner Agent’s use of any existing Company website or any website Company may own, make available, operate, acquire, use from time to time, create or sponsor in the future, and related services available under any such website. These terms and conditions regarding use of any website or the content of any website may change with prior notice provided to the Partner Agent. Partner Agent’s use of these

websites constitutes agreement to the terms and conditions that exist at each point in time Partner Agent uses any such website. Partner Agent may not use the name, logo, or service mark of Company or any of its affiliates in any advertising, promotional material, internet site, or in any material disseminated by Partner Agent without the prior written consent of Company. Partner Agent shall maintain copies and provide an original to Company of any advertisement or other materials approved by Company along with full details concerning where, when, and how it was used. Use of any authorized item shall be limited to the scope of the current request and approval, unless specifically authorized for broader use by Company. Partner Agent must obtain re-authorization of all items should Partner Agent change such advertisements or other materials in appearance and/or content.

K.

All expenses associated with Partner Agent’s performance hereunder shall be the responsibility of Partner Agent, including but not limited to general office expenses, automation expenses, systems integration expenses, marketing expenses, broker, producer, or countersigning commissions, fees, and taxes.

L.

Partner Agent agrees to protect Company’s ‘Confidential Information’ from disclosure to third parties. ‘Confidential Information’ shall mean Company originated information that is not readily available to the general public to include, but not limited to, rating manuals that have been prepared or generated by the Company, forms that have been prepared or generated by the Company, Company Guidelines, underwriting records that have been prepared or generated by the Company, and management reports that have been prepared or generated by the Company. All Confidential Information, that has not previously been destroyed, shall be returned to the party that originated that Confidential Information immediately upon written request that specifically describes the information or documentation to be returned. ‘Company Guidelines’ shall mean any Program description, underwriting guidelines, system templates, service standards, system forms, rates and authority limits provided by Company to Partner Agent. Company Confidential Information does not include any information that: (a) is in the public domain or hereafter becomes known to the public through no fault of either party; (b) is subsequently obtained from an independent, third-party source having no obligation of confidentiality, directly or indirectly, to Company; or (c) the disclosure of which is required by law. If