Veracity Producer Questionnaire

(the “Producer”). This Agreement shall be effective ________________________, 20__ and shall remain in full force and in effect until terminated as provided herein. The parties represent and warrant that they are authorized to enter into this Agreement as set forth by the signatures below.

I. Duties and Responsibilities of Producer

Subject to requirements imposed by law, the terms of this Agreement and the underwriting policies, rules and guidelines of the Company, the Producer is hereby authorized and/or obliged, as appropriate to:

1.2 Solicit, receive, and send to the Company, proposals for commercial lines of insurance contracts. The Producer is not authorized at any time to (1) bind coverage for the Company on any policy or endorsement, including any additional insured endorsement, or (2) make, alter, vary or discharge any policy or endorsement without the prior written authorization from Company.

1.3 Collect, account, receipt for and pay premiums due the Company on business which is bound by the Company. As full compensation, the Producer will retain commissions out of the collected premiums at the rate specifically designated on each of the individual policies. The Producer agrees to keep accurate records of all business transacted under this Agreement. The Company, or its authorized designee, shall have full access to and have the right to examine and audit the Producer’s books and records relating to this Agreement upon reasonable notice to the Producer.

1.4 Promptly refund all commissions, including any portion paid to, shared with, or retained by any other producer, broker or agent, on policy cancellations or premium reductions or returns at the same rate at which such commissions were originally paid or retained. The Producer agrees that all premiums, including return premiums received by the Producer or received by any other producer, broker or agent recognized by the Producer to receive such premiums, are the property of the Company, the Producer is liable for them, and the company has the right to exercise direction and control over them.

1.5 Issue certificates of insurance providing evidence of the insurance issued by the Company after the Company has confirmed to the Producer in writing that such coverage has been bound. The Producer shall not provide any information in the certificate of insurance that is not entirely consistent with the terms of the insurance, and the Producer is prohibited from issuing any certificate that includes any representation that any person or entity is an additional insured under the insurance without the prior written consent from the Company, unless the Company has already issued an additional insured endorsement, in which case the Producer may identify the person or entity as an additional insured subject to the terms of the additional insured endorsement.

1.6 Hold all funds the Producer collects or receives on Company’s behalf in a fiduciary capacity. Producer shall maintain all policy premiums in a separate bank account and not co-mingle them with the Producer’s own funds, unless permitted by the insurance laws of the state in which the Producer is domiciled. Until the Company receives the funds, Producer is responsible for their safety and bears the risk of loss. The funds may be placed in an interest-bearing account until due to the Company. Unless the Producer has breached an obligation under this Agreement, all interest earned in the account is the Producer’s property.

1.7 Comply with all applicable laws and regulations including, but not limited to, the cancellation, nonrenewal, or conditional renewal of policies, as well as all other laws governing the conduct of the Producer’s business.

1.8 Warrant and represent that the Producer is duly and properly licensed in all jurisdictions for which Producer will submit applications for insurance to the Company. Producer shall provide Company with a copy of the current insurance licenses maintained by Producer upon request.

1.9 Maintain at all times while this Agreement is in effect, and for a period of three (3) years thereafter, agents/brokers professional liability insurance with minimum limits of one million ($1,000,000) per claim and in the aggregate; and furnish a copy of the declarations page or certificate upon request by the Company. It is understood and agreed by the Producer that the Company will not transact business with the Producer if the Company is made aware that the Producer does not carry this minimum limit of errors and omissions insurance at all times during the term of this Agreement.

1.10 The Producer acknowledges, represents and warrants that it possesses valid licenses to negotiate, solicit, and transact insurance in the name or names of the Producer, as set forth in this Agreement. The Producer further acknowledges, represents, and warrants that all licenses shall be maintained in full force and effect in all states in which the Producer is transacting business with the Company.

2. Premium Accounting

With respect to business billed by the Company, the following provisions apply:

2.1 An individual invoice is produced for each premium transaction and sent to the Producer. Itemized statements of money due are prepared by the Company and delivered to the Producer. Settlement of the balances due are to be paid by the Producer and received by the Company no later than twenty (20) calendar days after the individual invoice dates for each premium transaction.

With respect to items designated by the Company as direct billed, the following provisions apply:

2.2 The Producer is responsible to collect the premium and forward it to the Company. The Company will assume responsibility for all other billing and collection, including installments and additional premiums developed by audit or endorsement. Any direct billed premium remitted to the Producer must be promptly forwarded to the Company.

2.3 Commissions on premiums paid on direct billed policies shall be paid to the Producer within forty-five (45) days after the end of the month in which such premiums are due and actually received by the Company. No commission is due or payable to the Producer on uncollected premiums or on items that are referred to outside agencies for collection.

The following provisions apply to all producers:

2.4 Subject to Paragraph 2.9. below, the Producer agrees to pay the Company all premiums, including any deposit, advance, endorsement, retrospectively rated, installment and additional premiums, written or earned, on policies bound under this Agreement, whether or not actually collected. The Producer guarantees payment to the Company of all such premiums. The Producer is also responsible to return to the Company any unearned commissions, including any portion paid to, shared with, or retained by any other producer, broker or agent. The Producer guarantees the return to the Company of all such unearned commissions. If the Producer fails to pay the premiums due the Company or to return unearned commissions in accordance with the terms of this Agreement, the Producer is considered to be in default.

2.5 The Producer may, in its sole discretion, advance premiums on behalf of policyholders. The Producer accepts full responsibility for such premiums. No premium advances may be made with fiduciary funds held in trust for the Company.

2.6 If additional premiums develop by audit or under any reporting form, or premiums become payable and cannot be collected by the Producer, the Company may attempt direct collection and the Producer will not be responsible for such premiums provided the Producer:

1. has made its best effort to collect such premiums and has failed;

2. refers such items to the Company for collection within twenty-one (21) calendar days of the Producer’s receipt from the Company of billing for such items; and

3. fully cooperates with the Company in any such collection effort. The Producer will not be paid commission on premiums collected by the Company.

2.7 If the Producer raises a dispute regarding the amount of any policy premium, and the Company agrees a good faith dispute exists, the Producer may delay the payment of only that portion which is contested. The Producer may not delay the payment without informing the Company in writing and obtaining the Company’s written concurrence a good faith dispute exists.’. If the discrepancy has not been resolved within thirty (30) calendar days from the date reported, the unpaid balance must be paid to the Company or the Company may cancel the in-force policy in accordance with the terms of the policy and applicable law. This provision does not limit the Company’s right to cancel the policy at any time in accordance with the terms of the policy and applicable law.

2.8 If a premium has been financed through a premium finance company (“PFC”), the Company may return any unearned premium due to the PFC directly to the PFC. If the Company returns gross unearned premium, the Producer shall immediately upon demand pay to the Company, without netting, offset or deduction, any unearned commissions, including any portion paid to, shared with, or retained by any other producer, broker or agent. If the Company pays net unearned premium to the PFC, the Producer shall immediately upon demand pay to the PFC or to the Company, at the Company’s direction, without offset or deduction, any unearned commissions, including any portion paid to, shared with, or retained by any other producer, broker or agent. If the Company returns unearned premiums to the Producer, the Producer shall immediately upon demand pay to the PFC any unearned premium due the PFC, together with unearned commissions, including any portion paid to, shared with, or retained by any other producer, broker or agent, due to the premium finance company, without offset or deduction.

2.9 With respect to policies bound under this Agreement, the Producer shall immediately notify the Company in writing if the Producer learns that an insured of the Company has ceased or will cease to do business for any reason, or has become or will become the subject of a voluntary or involuntary filing of a petition for Chapter 7, Chapter 11 or Chapter 13 Bankruptcy, or a voluntary or involuntary action in liquidation, insolvency, receivership, or assignment for the benefits of creditors, loss of licensure, or any State specific compliance issues. The Producer shall also immediately provide written notice to the Company if such insured has failed to timely pay any premium due under the payment terms applicable to the policy.

2.10 The Producer agrees to give thirty (30) days’ notice to the Company of any potential sale or transfer of the majority interest of the Producer’s business, or its consolidation with a successor firm and immediate notice in case of valid sale or transfer within the thirty (30) day period. This Agreement has been entered into consideration of The Producer’s services. Any assignment, sale, or transfer shall not be valid for future business with the Company unless approved by an authorized officer of the Company.

3. Policy Cancellation, Non-renewal or Conditional Renewal

Subject to requirements imposed by law and compliance with the applicable provisions of the policy, the Company retains the right to amend, cancel, decline to renew, or conditionally renew any policy. The Producer agrees to cooperate fully with and assist the Company in the exercise of such rights by the Company. The Producer remains liable for all earned premiums on cancelled binders or insurance policies, whether or not such premium has been collected by the Producer.

4. Designation of Producer by Policyholder and Ownership of Expirations

4.1 If a conflict exists as to whether the Producer or another producer of the Company is authorized to represent an existing or prospective policyholder, the policyholder’s written Producer of Record designation signed by the policyholder shall be final and binding upon the parties. The policyholder’s agent may provide the signed Producer of Record designation to the Company:

4.2 If the policyholder designates another producer as his/her Producer of Record, the Producer is responsible for earned premiums and the return of unearned commissions, and is entitled to receive earned commissions (including premiums, unearned commissions and commissions on audit and other premiums relating to the policy paid or payable after policy expiration) arising out of “incumbent policies”. “Incumbent policies” mean policies produced by the Producer for the policyholder, but do not include new policies or renewals issued upon or after:

1. termination of the policy(s), whether by expiration or cancellation; or

2. the next subsequent anniversary date of the policy(s), whichever first occurs.

4.3 The Producer’s records, including use and control of expirations shall remain the property and be left in the possession of the Producer provided all amounts due to the Company under this Agreement have been paid. If the amounts due the Company have not been paid, the records, use and control of all expirations of business placed with the Company will be vested in the Company.

5. Claims Against the Policyholders or the Company

Both during the term of this Agreement and after termination of this Agreement, the Producer shall immediately notify the Company of claims, suits, or losses under the Company’s policies, and cooperate fully in the Company’s investigation, adjustment, settlement, and payment of claims. The Producer will also promptly notify and cooperate with the Company when the Producer receives notice of any other claim or alleged liability that involves or may potentially involve the Company.

6. Changes and Revisions of Agreement

This Agreement may be revised by mutual agreement that is evidenced by a written addendum or amendment signed by the Company and the Producer.

7. Termination of Agreement

Either party may terminate this Agreement, upon written notice to the other and in accordance with the insurance laws and regulations, if any, of the state in which the Producer is domiciled.

8. Indemnification

Each party shall indemnify, defend, and hold harmless the other party, its shareholders, officers, directors, and employees from and against any claim, first- or third-party, and any and all loss, liability, damages, costs, and expenses, including attorneys’ fees, sustained or incurred by such indemnified party, or by any of the indemnifying party’s employees to the extent directly based upon or resulting from (1) any act or omission by the indemnifying party and/or its employees giving rise to the claim, loss, liability, damages, costs or expenses or (2) any breach of this Agreement. The Producer shall be solely responsible for any fines, penalties or damages associated with Producer’s improper disclosure of Policyholder Information and shall fully defend, indemnify, and hold harmless the Company for and against any such improper disclosure.

9. Privacy and Cybersecurity:

9.1 Both parties shall be prohibited from disclosing or using nonpublic personal financial information or nonpublic personal health information related to a policyholder or beneficiary, or to any consumer or customer (as such terms are defined under applicable state and federal privacy laws), except as necessary to carry out its duties and obligations under this Agreement or otherwise required under applicable state or federal law, including, without limitation, the Gramm-Leach-Bliley Act, and state law or regulation implementing the same.

9.2 Both parties shall at all times have in place and maintain an information security program that meets current industry practice and applicable cybersecurity and data privacy laws including the Gramm-Leach-Bliley Act, California Consumer Privacy Act, Delaware Insurance Data Security Act, NYDFS Cybersecurity Regulation, and any other applicable federal or state law or regulation. The parties shall take all necessary and reasonable precautions to ensure any nonpublic personal information provided by the other party is not subject to any unauthorized disclosure or security breach. The parties will cooperate with any audit by the other party of its privacy and cybersecurity practices, including providing relevant documentation when requested.

10. Miscellaneous

10.1 The Producer will not commit the Company to any expenses or obligations without the prior written permission of the Company.

10.2 Any provision of this Agreement which conflicts with applicable law or regulation will be amended to the minimum extent necessary in order to comply with such law or regulation.

10.3 The Company has the right to net, offset and/ or use recoupment against any money due to the Producer under this Agreement or any other agreement and may exercise this right from time to time.

10.4 The Producer will not represent the Company on an exclusive basis with respect to any policy form, line or class of business.

10.5 Failure of either party to enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition. No waiver of any breach or default hereunder shall be valid unless in writing and signed by the party giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

10.6 The Producer is an independent contractor, not an employee of the Company, or any of its affiliates, and nothing in this Agreement shall be construed to create an employer/employee relationship between the Company and the Producer. Other than with respect to the duties and responsibilities of the Producer specifically set forth in this Agreement, the Producer does not act in any capacity for the Company and the Producer is at all times acting on behalf of the policyholder. Without limitation, the Producer acts on behalf of former, current and prospective policyholders with respect to (1) providing advice, recommendations or services concerning the scope, selection, purchase or maintenance of any coverage or the amount of any policy limits; and (2) obtaining from the policyholder and providing to the Company accurate and complete information in the application process for any coverage or changes to coverage.

10.7 The Producer shall comply with any and all laws, regulations, agreements or other legal requirements that require the Producer to make any disclosure concerning the existence of this Agreement, its terms and conditions, or the compensation the Company pays to the Producer. The Company assumes no responsibility to make such disclosure on behalf of the Producer.

10.8 The Producer shall submit to the Company all advertising, sales promotion, customer lists, press releases and other publicity material relating to services performed by the Producer (“Producer IP”) wherein the name, trademark or service mark of the Company or any affiliated company is mentioned, and the Producer agrees not to publish or use such advertising, sales promotion, customer lists, press releases and other publicity material containing the name, trademark or service mark of the Company or any affiliated company is mentioned without the express written approval of the Company. The Company may, for any reason or for no reason and at its sole discretion, refuse to permit the Producer to use the Company’s name, trademark or service mark or those of any affiliated company in the Producer’s advertising, sales promotion, customer lists, press releases or publicity material. All expenses associated with the marketing of the Company’s products are payable by the Producer.

10.9 The Producer shall not assign this Agreement or any benefits or rights under this Agreement without the Company’s prior written consent. The Producer shall notify the Company in writing of any change in name or address or any change in ownership, sale, transfer, merger or consolidation of all, or substantially all, of the Producer’s equity or assets including expirations or renewals, to another person or entity within five (5) days of such action. The Company shall not be obliged to appoint such other person or entity under this Agreement.

10.10 This Agreement is governed by the laws of the State of Utah. Any action pursuant to this Agreement must be brought in a state or federal court of Utah.

10.11 Each party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal action, proceeding, cause of action, or counterclaim arising out of or relating to this Agreement, including any exhibits, schedules, and appendices attached to this Agreement, or the transactions contemplated hereby. Each party certifies and acknowledges that (a) no representative of the other party has represented, expressly or otherwise, that the other party would not seek to enforce the foregoing waiver in the event of a legal action, (b) it has considered the implications of this waiver, (c) it makes this waiver knowingly and voluntarily, and (d) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section.

10.12 ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS CONTRACT, OR THE BREACH THEREOF, SHALL BE SETTLED BY ARBITRATION ADMINISTERED BY THE PARTIES’ MUTUALLY SELECTED ARBITRATOR, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.

10.13 This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, whether written or oral, between the Company and the Producer.

10.14 The headings in this Agreement are not part of the Agreement and have been inserted for convenience only.

10.15 The Company and the Producer agree that electronic signatures to this Agreement are acceptable and enforceable as the original Agreement.

10.16 This Agreement may be executed in counterparts, each of which when executed and delivered shall constitute a duplicate original, but all counterparts together shall constitute a single Agreement.

10.17 The following Sections of the Agreement survive termination, as applicable: 1 (other than 1.1.), 2, 3, 4, 5, 6, 7, 8, 9 and 10.

IN WITNESS WHEREOF, the Producer and the Company have caused this Agreement to be executed.

FOR THE PRODUCER BY:

This Commission Schedule shall be effective June 22, 2017 and supersedes any existing Commercial Lines Commission Schedule between the Producer and the Company.

FOR THE PRODUCER BY:

May it be known that the undersigned parties do agree to make the following changes and/or additions outlined below. These additions shall be made valid as if they are included in the original Veracity Producer Agreement dated () between Veracity Insurance Solutions, LLC and ().

Company agrees to grant Producer access to the following Veracity On-Line insurance programs:

• Food Vendors Liability Insurance Program (FLIP)
• Artist, Crafters & Tradesman’s Insurance Program (ACT)
• Body Works International (BWI)

A. VOP Authority

A. Producer VOP access is limited to the program(s) indicated above.

B. Producer authority for VOP is limited by the underwriting rules and practiced which we communicate to you and which may change from time to time.

C. Producer will make every reasonable effort to assure that:

   a. Data is entered correctly

   b. Errors are corrected promptly upon discovery, and

   c. Company is notified of errors whenever appropriate.

D. Failure to adhere to the underwriting rules and practices will result in your authority to solicit, process, and/or access VOP will be suspend or terminated by us at any time, and for any length of time.

E. The Producer shall not appoint any representative or sub-producer as a Producer of the Company, and nothing in this Agreement shall be construed as authority for such appointments.

II. Company Systems and Network Access

A. Producer will gain access to VOP, this information and programs are considered proprietary and confidential. We consider all Network information confidential; access is restricted to those designated to perform VOP business. Producer agrees to abide by rules and procedures to protect such information and programs.

B. Producer assumes responsibility for any uses made of VOP and will take measures to protect confidentiality of access codes, passwords, user ID’s, or other access methods. Producer will not permit anyone to have access VOP, directly or indirectly, except those persons who have been designated by Company. Failure to restrict access may constitute a material breach of this Agreement.

C. Company reserves the right to modify, limit, or eliminate access to VOP or any of the features at any time, for any reason.

D. Producer will immediately notify Company if you become aware of any unauthorized us of or access to the VOP.

E. Company is not responsible for data transferred or accessed via the Internet, and/or such other on-line medium as may be applicable, you accept, at your own risk, that the Internet, and/or such other on-line medium as may be applicable, may not perform as intended, and that transmission of information on-line, over the Internet , or via electronic means may be insecure, unstable, and/or unreliable. Company shall not be responsible or liable for any damages, claims, losses or expenses arising out of or in connection with the foregoing, even if we have been advised of the possibility of such damages, claims, losses or expenses.

III. VOP Commissions

A. Producer shall not retain any commission on business written through VOP.

B. Company will provide Producer a monthly statements of premiums and commissions on business placed through VOP no later than ten (10) days of the next month.

C. Company will pay commissions to Producer no later than the fifteenth (15th ) day following the last day of the months statement.

No other terms or conditions of the above mentioned contract shall be negated or changed as a result of this here stated addendum.

FOR THE PRODUCER BY: