Cajun Underwriters Reciprocal Exchange - Louisiana Limited Agreement

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Page 1

Agency Information









Agency Addresses









Page 2

List all Agency owners and officers:








Designated Agency Principal Information





Errors & Omissions




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Personal Lines Direct Deposit Authorization Form
By providing this information, I hereby authorize Cajun Underwriters Reciprocal Exchange to initiate credit entries* (direct deposits) to my agency checking account indicated below. 

This authorization form is to remain in full force and effect until Cajun Underwriters Reciprocal Exchange has received written notification from me of its termination in such manner as to afford the company and named bank a reasonable opportunity to act on it. 

It is the agent's responsibility to verify that funds transferred to their account are available for disbursement. Cajun Underwriters Reciprocal Exchange is not responsible for any bank fees incurred because of an agent's failure to verify deposited funds. 




*Note: If any of the above bank information should change, it is the responsibility of the agent to update Cajun Underwriters Reciprocal Exchange immediately upon changes. 

*Please be advised some financial institutions use a different ABA/wire transfer number. Please ensure you are providing the ABA Transit/Routing number. 

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Limited Agency/Company Agreement: SafePoint Insurance Company Assumption Program

this Agreement is entered into by and between Cajun Underwriters Reciprocal Exchange and: 

hereinafter referred to as “Agent.”

RECITALS

 

1. Cajun Underwriters Reciprocal Exchange (hereinafter referred to as "Cajun Underwriters") is authorized to solicit all authorized coverages and to appoint insurance producers to solicit such authorized coverages on its behalf.

 

2.              Upon and subject to the terms and conditions contained in this Agreement, Cajun Underwriters desires to authorize Agent to represent it for only those lines of business authorized by this Agreement.

 

The parties hereto mutually agree to the following:

I.               TERMS AND RENEWALS

This Agreement shall be effective commencing at 12:01 A.M. on the “Effective Date” of this Agreement and shall remain in effect until terminated pursuant to Section X of this Agreement.

 

A.     Authority of Agent. While this Agreement is in effect, subject to the terms and the conditions of this Agreement, Cajun Underwriters appoints the Agent as an agent in the authorized Territories listed in the Product Line and Commission Schedule (the “Product Line and Commission Schedule”) attached hereto and incorporated herein, to:

 

a.     Solicit and assist in effectuating the Cajun Underwriters’ replacement contracts on policies assumed from SafePoint Insurance Company or Louisiana Citizens Property Insurance Corporation at the time of the policyholders’ respective expirations in SafePoint Insurance Company or Louisiana Citizens Property Insurance Corporation and receipt of replacement policy offers from Cajun Underwriters and at each subsequent renewal thereof while the applicable policies and this Agreement remain in effect. This Agreement does not confer any authority to solicit or bind any other policies on behalf of Cajun Underwriters.

 

b.     Remit upon receipt all premiums received from Cajun Underwriters policyholders directly to Cajun Underwriters as directed by Cajun Underwriters and to direct all policyholders to pay all premiums directly to Cajun Underwriters as required by Cajun Underwriters’ Direct Bill Program and Cajun Underwriters Documents.


c.     Accept policyholders’ request to cancel policies and to forward immediate written notice of such requests to Cajun Underwriters. Agent has no authority to initiate policy cancellations.

 

B.     Independent Contractor Status. The Agent is an independent contractor and neither Agent nor Agent’s employees or assistants are employees of Cajun Underwriters. Subject to the terms and conditions of this Agreement, the Agent shall be free to exercise Agent’s own judgment as to the persons or entities from whom the Agent solicits insurance and the time, place and manner of such solicitations. Agent’s workplace shall be of Agent’s own choosing at a site other than the Cajun Underwriters’ premises. The Agent has exclusive control and responsibility to hire, supervise, and pay its employees or assistants and to select companies for which it acts as an agent. Agent warrants and represents that Agent is fully trained and appropriately licensed to perform pursuant to this Agreement and is not in need of any training by Cajun Underwriters. Agent is responsible for maintaining, during the Term of this Agreement, the appropriate license(s) in order that the Agent can lawfully perform pursuant to this Agreement. Agent is solely responsible for all costs and expenses incurred by the Agent in the operation of the Agent’s business and the performance of services pursuant to the Agreement or otherwise.

The Authority of the Agent may be terminated, suspended or modified in accordance with Article X of this Agreement, or as otherwise stated therein.

II.           Duties of Agent

The Agent agrees to:

A.     Notification to Cajun Underwriters. The Agent agrees to forward copies of all binders, endorsements or certificates issued by the Agent, and otherwise notify Cajun Underwriters in writing of all liability accepted not later than five (5) working days following the inception date of the coverage or the date of binding of such coverage, whichever occurs first.

 

B.     Claims Reporting. The Agent agrees to report to Cajun Underwriters immediately, by calling Cajun Underwriters toll-free number as provided, notice of all claims, suits, and notices of loss, which come in the possession of, or become known to the Agent, and further agrees to cooperate with Cajun Underwriters to facilitate the investigation, adjustment, settlement and payment of any claim.

 

C.     Records. Agent shall retain and maintain all original records of completed applications, binders, policies, certificates, endorsements and support documentation created, issued and/or collected by the Agent, of all liability accepted on Cajun Underwriters’ behalf for minimum of five (5) years or such longer period as may be required by law. Agent shall ensure that all such records are kept confidential and disclosed only where required by law or by request of Cajun Underwriters. The Agent also agrees to:

 

a.       Allow Cajun Underwriters to have access during normal business hours to the Agent’s books, records and files for the purpose of determining any fact relative to business placed with Cajun Underwriters by the Agent and assist Cajun Underwriters in conducting such reviews. Cajun Underwriters shall provide the Agent with reasonable notice prior to any inspection.

b.     Send Cajun Underwriters any and all records if requested by Cajun Underwriters with reasonable notice or upon termination of this Agreement.


c.     Obtain signatures from insured(s) for all necessary documents including but not limited to insurance applications and acknowledgements of existing insurance, payments submitted, etc.

d.     All records of the Agent pertaining to the business of Cajun Underwriters shall be subject to inspection and audit at any time during or after the Term of this Agreement by representatives of Cajun Underwriters.

 

D.     Compliance with Laws. Ensure that Agent’s employees or independent contractors acting with respect to Cajun Underwriters’ business are duly licensed and appointed where required and are subject to the Agent’s oversight and control. The Agent agrees to fully comply with the Louisiana Insurance Code and all other applicable laws, regulations, rules and orders as may be communicated by any applicable legislative, regulatory or judicial entity or department.

 

E.     Guidelines and Manuals. Agent shall perform its duties and obligations as set forth in this Agreement in accordance with the terms and conditions of the Underwriting Manuals, Policies and Procedure Manuals, Homeowners and Dwelling Policy Program Manuals, all agent or agency bulletins and other instructions provided by Cajun Underwriters (collectively referred to as the “Cajun Underwriters Documents”).

 

F.      Errors and Omissions. Agent shall, at all times, maintain Errors and Omissions, general liability and motor vehicle policies in full force and effect, all providing coverage for Agent in an amount not less than $500,000 per occurrence and $1,000,000 annual aggregate.

Agent’s coverages as required by this paragraph shall be issued by insurers with at least an “A-“ rating and authorized to transact insurance in the State of Louisiana or by an eligible surplus lines insurer with at least an ‘A-‘ rating. Agent shall continue to maintain such coverages with at least the same minimum limits and rating during the term of this Agreement. Proof of the coverages required by this paragraph shall be provided to Cajun Underwriters upon execution of this Agreement and thereafter on the renewal of such policies. Cajun Underwriters may terminate this Agreement immediately if Agent fails to provide written proof of such coverages or otherwise fails to maintain such coverages as required by this paragraph.

 

G.     Supplies. At Agent’s own expense, the Agent must have the electronic computer capability necessary to perform under this Agreement. The Agent agrees that if Cajun Underwriters furnishes Agent with any supplies (including, but not limited to, Cajun Underwriters Documents, marketing materials or Cajun Underwriters signs or banners) such supplies shall remain the property of Cajun Underwriters and shall be accounted for and returned by the Agent to Cajun Underwriters upon demand.

 

H.     Advertisements. Refrain from identifying Cajun Underwriters or their respective logos, insignia or other property in advertising, publications or similar media, social media or websites owned by the Agent without the prior written consent of Cajun Underwriters.

 

I.        Privacy. Agent shall implement and maintain adequate procedures to safeguard the confidentiality of personal financial information relevant to Cajun Underwriters applicants and policyholders required by the Gramm-Leach-Bliley Financial Modernization Act ("GLB", 15 U.S.C. §6801 et seq.) and all applicable Federal and State provisions.


III.            Premium Accounting

The Agent and Cajun Underwriters shall comply with the following accounting procedures:

A.     General. Unless otherwise directed, all premiums are to be collected pursuant to Cajun Underwriters’ Direct Bill Program (as hereinafter defined). “Direct Bill Program” means Cajun Underwriters bills the policyholder directly for all premiums. The policyholder is directed to make all payments by check, money order, or credit card payable to Cajun Underwriters and mail them to the address contained in Cajun Underwriters’ billing statement. Policyholders may also pay Direct Bill Program premiums by providing Cajun Underwriters with a premium finance agreement with a duly licensed premium finance company acceptable to Cajun Underwriters, together with required down payment. A copy of all cancellation notices sent to insured by Cajun Underwriters shall be sent to the Agent prior to or concurrent with such mailing to the insured. Copies of mass mailings of public service, safety, or similar materials distributed by Cajun Underwriters to policyholders shall also be furnished to the Agent prior to or concurrent with such mailing. Information required by this paragraph may be sent to the Agent through electronic transmission.

 

B.     Payments Made to the Agent. Premium payments made payable to the Agent by policyholders are to be submitted to Cajun Underwriters without deduction for Agent’s commission and are to be submitted to Cajun Underwriters immediately upon receipt. Any such premium payments received by Agent shall be held by Agent in fiduciary capacity as trustee to Cajun Underwriters.

 

IV.            Commissions

It is agreed that:

A.     General. Commission on policy premiums subject to the Direct Bill Program shall be paid to the Agent within twenty (20) days after the end of the month in which such premiums are received and recorded by Cajun Underwriters, subject to offset at the sole option of Cajun Underwriters, of any balances due from the Agent.

 

B.     Commission Rate. As Agent’s sole compensation for Agent’s writing of insurance as authorized by this Agreement, Cajun Underwriters agrees to pay commissions to the Agent in accordance with the rate and conditions set forth on the Product Line and Commission Schedule. The commission rate as shown on the Product Line and Commission Schedule shall remain continuously in effect during the term of this Agreement, unless revised (as described below). Agent shall be solely responsible for payment of compensation to Agent’s employees, contractors, producers, subagents or other representative and shall fully indemnify Cajun Underwriters against any losses, liability or claims for compensation or other remuneration made by any employee, contractor, producer, subagent or representative.

 

C.     Revision of Commission Rate. The commission rate may be revised by mutual agreement between Cajun Underwriters and the Agent, or by Cajun Underwriters after giving the Agent at least thirty (30) days advance written notice of the proposed revision and the effective date. The revision shall then be effective on the date specified in the notice without further action required by Cajun Underwriters or the Agent.

 

D.     Offset. The Agent agrees any amounts due the Agent that are held by Cajun Underwriters, including undistributed commissions due, may at any time by applied to and constitute an


offset against balance due to Cajun Underwriters from the Agent. Agent may not offset against any amounts Agent is required to pay Cajun Underwriters under this Agreement any amounts that may be due Agent from Cajun Underwriters. In the event of a breach by Agent of this paragraph, Cajun Underwriters may, without limiting any of its remedies under this Agreement, or at law, immediately terminate this Agreement upon notice to Agent.

 

E.     Refund. Agent shall remit any unearned commissions paid by Cajun Underwriters and should Agent fail to remit or return to Cajun Underwriters any unearned commissions, Cajun Underwriters may retain commissions from other Agent policies accordingly. Agent’s failure to remit unearned commissions in accordance with this Agreement will be cause for the immediate termination of this Agreement.

V.             Designation of Agent by Policyholder

If a conflict exists as to which Agent is authorized to represent an existing or prospective policyholder, the policyholder’s written statement designating his or her agent shall be binding upon the Agent and Cajun Underwriters.

VI.          Amendments

A.       General. The parties agree that any changes in, or amendments to, this Agreement shall be by mutual agreement, evidenced by a written document signed by both parties, and each party further agrees to negotiate with the other party in good faith in pursuing such changes and amendments; provided, however, that Cajun Underwriters from time to time may change the commission rates set forth in the schedule to this Agreement upon thirty (30) days’ prior written notice to the Agent. Changes to the commission rates will apply to new and renewal policies with effective dates following the notice period.

 

B.       Notice. Cajun Underwriters shall give the Agent at least thirty (30) days’ notice of intent to negotiate a change in, or amendment to, this Agreement before those changes shall go into effect.

VII.         Duties of Cajun Underwriters

A.     Policyholder Notices. With regard to direct bill policies in force, Cajun Underwriters shall accept the responsibility for sending to the policyholder timely notices of cancellation and nonrenewal and changes made in the insured’s policy as a result of changes in statutes, coverages, or forms, and for outlining any options available to the policyholder as a result of changes in statutes, coverages, or forms. Copies of all notices shall be sent to the Agent prior to or concurrent with mailing to the insured. The Agent should be identified as to whom to direct questions and requests for service.

 

B.     Cajun Underwriters Documents and Forms. Cajun Underwriters will prepare such documents and forms as may be required to produce the business contemplated herein. Such forms and documents shall be available to the Agent on Cajun Underwriters Web-based systems and shall be utilized by the Agents pursuant to Cajun Underwriters Documents and other instructions provided by Cajun Underwriters to the Agent.

 

 

VIII.         Indemnification

A.     Indemnification by Cajun Underwriters. Cajun Underwriters shall indemnify and hold the Agent harmless against all liability, including attorney’s fees and costs of investigation and defense incident


thereto arising as a result of (i) a Cajun Underwriters act or omission, except to the extent the Agent has caused, contributed to or compounded such error; or (ii)failure of insured to receive notice of cancellation, nonrenewal, impairment of aggregate limits, or any other notice affecting coverage on Cajun Underwriters billed business, where such notices are sent directly to the insured by Cajun Underwriters. Cajun Underwriters obligation to indemnify shall be conditioned upon prompt notification by the Agent to Cajun Underwriters of any claim made or legal action brought against the Agent which is subject to indemnification as set forth above and Cajun Underwriters shall have the right to direct the investigation, settlement and defense of any such claim or action; provided, however, that Cajun Underwriters shall select counsel of recognized standing and competence reasonably acceptable to Agent and shall not enter into any settlement or consent to the entry of any judgment on behalf of Agent without Agent’s written consent, which consent shall not be unreasonably withheld. If the Agent fails to notify Cajun Underwriters pursuant to this Section, Cajun Underwriters’ obligation to indemnify the Agent under this Section shall not apply.

B.    Indemnification by Agent. The Agent shall indemnify, hold harmless, save and defend Cajun Underwriters against liability for damages (including reasonable expenses and legal fees) caused or resulting from any act or omission of the Agent or breaches of this Agreement except to the extent that Cajun Underwriters caused, compounded or contributed to the Agent’s act or omission. The Agent’s obligation to indemnify shall be conditioned upon prompt notification by Cajun Underwriters to the Agent of any claim made or legal action brought against Cajun Underwriters which is subject to indemnification as set forth above and the Agent shall have the right to direct the investigation, settlement and defense of any such claim or action; provided, however, that Agent shall select counsel of recognized standing and competence reasonably acceptable to Cajun Underwriters and shall not enter into any settlement or consent to the entry of any judgment on behalf of Cajun Underwriters without Cajun Underwriters’ written consent, which consent shall not be unreasonably withheld . If Cajun Underwriters fails to notify the Agent pursuant to this Section, the Agent’s obligation to indemnify Cajun Underwriters under this Section shall not apply.

IX.            Ownership of Expirations

A.     Ownership of Records. The use and control of expirations, including those on direct billed business, the records thereof, and the Agent’s work product, shall remain in the undisputed possession and ownership of the Agent, and Cajun Underwriters shall not use its records of those expirations in any marketing method for the sale, service, or renewal of any form of insurance coverage, or other product which shall abridge the Agent’s right of ownership, use, and control, nor shall Cajun Underwriters refer or communicate this expiration information or work product to any other agent or broker; provided, however, that to ensure timely service to policyholders following terminations due to abandonment, neglect or similar circumstances, if the Agent does not notify Cajun Underwriters within thirty (30) days of termination of this Agreement of the Agent’s intent to exercise possession of and control over the expirations, Cajun Underwriters may in its sole discretion renew or non-renew policies without obligation to the Agent and make such arrangements as Cajun Underwriters is its sole discretion considers appropriate for the future servicing of the policies. During the thirty (30) day notice period (or until such earlier time as the Agent provides the notice contemplated by this provision), Cajun Underwriters may renew or non- renew such of the policies as it considers appropriate in its sole discretion.

 

B.     Termination of Agreement. Notwithstanding anything contained in Paragraph A above, in the event of termination of this agreement, if the Agent has not then properly accounted


for and paid all premiums to Cajun Underwriters for which the Agent is liable, the use and control of such expirations including all right, title, and interest in and to the records thereof shall be vested in Cajun Underwriters as of the date of such termination. In the exercise of its right to collect any indebtedness due from the Agent through use and control of such expirations, Cajun Underwriters shall use reasonable business judgment in selling such expirations and shall be accountable to the Agent for any sums received which, net of expenses, exceed the amount of indebtedness. The Agent shall remain liable for the excess of the indebtedness over the sums received by Cajun Underwriters. Any indebtedness due from the Agent shall not prevent application of the ownership of expirations clause in favor of the Agent if the Agent furnishes collateral security acceptable to Cajun Underwriters in the amount of such indebtedness to be held by Cajun Underwriters until the indebtedness is satisfied. A difference of opinion with respect to balances owed by the Agent does not constitute a failure to pay and does not have the effect of vesting title to expirations in Cajun Underwriters.

 

C.     Contractual Renewal Guarantees. Nothing in this section shall interfere with Cajun Underwriters’ obligation to renew policies containing contractual renewal guarantees or which must be renewed pursuant to state law, regulation, or by order of government authority, and the agent shall be entitled to receive commissions on such policies at the prevailing rate of commission then in effect. Cajun Underwriters’ obligation to renew for reasons set forth in this paragraph shall not in any other way alter or interfere with the Agent’s ownership of expirations as provided in this section.

X.             Termination

A.     Termination without Cause. This Agreement may be terminated without cause by either party upon sixty (60) days advance written notice.

B.     Termination with Cause. This Agreement may be terminated for cause pursuant to the following provisions:

 

i.     Breach. If either party fails to discharge any its duties or obligations hereunder and, after the breaching party is given written notice of such failure to discharge said duties and obligations and such failure is not cured within thirty (30) days of the date of such notice, then this Agreement may be terminated as of the expiration of the cure period.

 

ii.     Agent’s Failure to Pay. In the event the Agent is delinquent in either accounting or payment of monies due Cajun Underwriters, Cajun Underwriters may, by written notice to the Agent, immediately, without further notice, terminate the Agreement. Any costs incurred by Cajun Underwriters to collect monies owed Cajun Underwriters, including, not limited to attorney’s fees, collection agency fees, and all related costs for trial and any appeal, shall be paid by the Agent.

 

iii.     Certain Events. Either party may terminate this Agreement immediately upon written notice to other party should (i) the other party voluntarily commence any type of proceeding seeking appointment of a trustee, receiver, liquidator, custodian, conservator or similar official of all or any substantial part of its property; (ii) should an involuntary or voluntary bankruptcy case or other proceeding be commenced against the other party, and should the other party consent to any relief requested or, if any relief requested is not stayed or discharged within sixty (60) days; (iii), the other party make any general assignment for the benefit of creditors or fail generally to pay its debts as they


become due; (iv) any judgment rendered against the other party remain unsatisfied for thirty (30) days or more without having been bonded by an authorized surety company admitted in the jurisdiction where the judgment is entered; (v) Agent be convicted of or plead guilty or no contest to a felony or a crime involving moral turpitude or fail to maintain all necessary licenses.

 

iv.     Change in Control or Ownership. Agent shall provide Cajun Underwriters with fifteen (15) days written notice of said Agent’s intent to sell their agency. Upon change in control of the Agency for which the Agent works, whether a single transaction or a series of transactions, this Agreement shall immediately terminate, and Cajun Underwriters shall retain the right to examine and evaluate a new Agency Company Agreement with the Agent. A change in control shall include, but not limited to, (i) if the Agency is a corporation, a sale or transfer of a majority of the issued and outstanding stock of the Agent; (ii) if the Agency is a proprietorship or partnership; (iii) a sale of the Agency assets used in the Agent’s insurance business; (iv) a sale of the Agent’s insurance business; or

(v) a sale of all or a portion of the Agency’s insurance book.

 

v.     Regulatory Termination. This Agreement shall terminate concurrently with the termination by any insurance regulatory body of the authority of Cajun Underwriters, or the Agent to act in accordance with the terms and conditions of this agreement.

 

vi.     Death. Death of the Agent, if the Agent is an individual.

 

vii.     Abandonment, Fraud, or Misconduct by Agent. Immediately upon any party giving written notice to the other party, in the event of abandonment, fraud, material breach of contract, gross or willful misconduct or bad faith on the part of a party. Gross or willful misconduct shall include, but not be limited to, (i) the failure of the Agent to pay any funds owing to Cajun Underwriters for any reason within ten (10) days after a request has been made by Cajun Underwriters;

(ii) the misdirection or misappropriation of the funds or property of Cajun Underwriters by the Agent;(iii) the delegation or attempted delegation of any of the Agent’s obligations and/or assignment or attempted assignment of any of the Agent’s rights under this Agreement without the prior written consent of Cajun Underwriters;

XI.            Rights Upon Termination

A.     Termination of Agent’s Authority. Except as otherwise provided herein, upon expiration or termination of this Agreement, all powers and authority of the Agent shall terminate immediately. However, if this Agreement is terminated as provided in Subsection X.A, immediately upon notification to the Agent of such termination, the

Agent’s authority granted under Subsection II.A is, and shall be deemed, revoked. The Agent, upon expiration or termination of this Agreement, shall not represent Cajun Underwriters or Cajun Underwriters, or have any power or authority to bind and may only submit applications and requests for endorsements in writing to Cajun Underwriters for prior approval. Cajun Underwriters reserves the right to exercise such approval or authorization at its sole discretion.

 

B.     Continuing Obligations of Agent. After termination of the Agreement, the Agent shall perform those duties that Cajun Underwriters in writing directs the Agent to perform at the


Cajun Underwriters’ request hereunder prior to termination of this Agreement. The Agent may continue to countersign endorsements that are sent after the termination to the Agent by Cajun Underwriters for countersigning; however, the Agent shall not countersign any endorsements that increase Cajun Underwriters’ or Cajun Underwriters’ liability or extend the term of any insurance policies without written authorization from Cajun Underwriters.

 

C.     Non-Renewal of Policies. After the expiration or termination of this Agreement, all policies of the Agent will continue in force until the normal expiration dates unless Cajun Underwriters, in compliance with all applicable statutes and regulations, exercises its right to terminate such policies at an earlier date, Cajun Underwriters will issue the proper non-renewal notices on all policies subject to the requirements of the law.

XII.          Agent’s Successor

A.     General. The Agent may not assign or transfer the Agent’s interest in this Agreement, whether voluntary, involuntary, by act of law or otherwise, except as set forth in this Section XII. The Agent’s interest in this Agreement may be assigned to the Agent’s successor or successors provided that Cajun Underwriters consents in writing to such assignment and that such successor or successors then meet Cajun Underwriters’ requirements for appointment and agree to comply with the terms thereof. Cajun Underwriters is under no obligation to appoint the Agent’s successor or successors.

 

XIII.         Confidentiality

 

 

A.     Confidential Information. The term “Confidential Information” shall mean this Agreement, Cajun Underwriters Documents, and all data, trade secrets, business information and other information of any kind whatsoever that a party (“Discloser”) discloses, in writing, orally, visually, or in any other medium, to the other party (“Recipient”) or to which Recipient obtains access and that relates to Discloser or, in the case of Cajun Underwriters as Discloser, to Agent or its customers, employees, third-party vendors or licensors. Confidential Information includes information received or produced by a party about the usage of Agent’s services by its customers and other consumers using its services and about their accounts (“Customer Information”). The obligations of this Section XIII shall not apply to information that (i) Recipient rightfully has in its possession when disclosed to it, free of obligation to Discloser to maintain its confidentiality; (ii) Recipient independently develops without access to Discloser’s Confidential Information; (iii) is or becomes known to the public other than by breach of this Section XIII; or (iv) is rightfully received by Recipient from a third party without the obligation of confidentiality.

 

B.     Disclosure. Recipient shall not, and will cause its employees, officers, directors or agents, consultants, affiliates, and independent contractors to not disclose Confidential Information, including Customer Information, during or after the Term of this Agreement, other than on a “need to know” basis and then only: (i) to affiliates of Discloser; (ii) to Recipient’s employees or officers; (iii) to affiliates of Recipient, its independent contractors, agents, and consultants, provided that all such persons are subject to a written confidentiality agreement that shall be no less restrictive than the provisions of this Section XIII; (iv) pursuant to the exceptions set forth in 15 U.S.C. 6802(e) and accompanying regulations, which disclosures are made in the ordinary course of business; and (v) as required by law or as otherwise expressly permitted by this Agreement. Recipient shall not use or disclose Confidential Information of the other party for any purpose other than to carry out this Agreement. Recipient shall treat Confidential Information of the Discloser with no less care than it employs for its own confidential information of a similar nature that it does not wish to


disclose, publish, or disseminate, but not less than a reasonable level of care. Upon expiration or termination of this Agreement, Recipient shall promptly return to Discloser all Confidential Information of the Discloser in the possession of Recipient, subject to and in accordance with the terms and conditions of this Agreement. The Recipient agrees that Confidential Information shall remain confidential and shall not be used or disclosed to any third party other than to perform the business of insurance as permitted by law and pursuant to this Agreement.

 

C.     Notification. Recipient shall notify Discloser of any actual or threatened requirement of law to disclose Confidential Information promptly upon receiving actual knowledge thereof and shall cooperate with Discloser’s reasonable, lawful efforts to resist, limit, or delay disclosure. Such requirements shall include, but are not limited to, requests or demands for Confidential Information by bank or insurance examiners and regulators, or courts of competent jurisdiction.

 

D.     Breach. As a breach of this Section XIII would cause the non-breaching party irreparable harm and injury, the non-breaching party may seek injunctive relief for any violation or breach of this Section XIII. This Section XIII shall survive termination or expiration of this Agreement.

 

XIV.        Additional Provisions

 

A.     Solicitations. Cajun Underwriters reserves the right to mail or deliver to any policyholder offers or solicitations that would enable the policyholder, upon application and payment of premium, to add one or more supplemental coverages to their policy as mutually agreed to by the Agent and Cajun Underwriters. Any premium generated by such offers shall be credited to the Agent in accordance with the commission schedule attached hereto as may be amended from time to time, provided that the Agent holds appropriate licenses and appointments for the lines of business transacted.

 

B.     Integration. This Agreement represents the entire understanding of the parties with respect to the subject matter hereof, and supersedes and terminates any prior or contemporaneous agreements, whether written or oral, in which the Agent and Cajun Underwriters are parties, except that commissions earned under any prior agreements will continue to be paid. Agent will perform all acts proper to continue and service insurance written under any previous agreement and renewal of any business previously written under such agreement shall be deemed renewals under this Agreement.

 

C.     Agent Expenses. Cajun Underwriters shall not be responsible for any costs or expenses incurred by Agent, whether on the Agent’s own behalf or on Cajun Underwriters’ behalf, unless such costs or expenses are approved in advance and in writing by Cajun Underwriters.

 

D.     Acts and Omissions. Agent acknowledges and agrees that Agent is fully responsible for the acts and omissions of all persons, whether licensed or unlicensed, whom Agent employs, retains, or allows to transact or assist in the transacting of insurance under this Agreement as if those acts or omissions were those of the Agent.

 

E.     Schedules and Addendums. All schedules, addendums of any kind or attachments to this Agreement shall be made part of this Agreement and shall be subject to all terms and conditions of this Agreement.


F.      Savings Provision. In the event any provision of this Agreement is adjudged to be unenforceable, all remaining provisions shall continue in full force and effect.

 

G.     Notice. Any and all notices, designations, consents, offers, acceptances, or any other communication provided for herein, shall be given in writing by certified mail, hand delivery, express overnight courier, facsimile or electronic transmission. All correspondence to the Agent will be sent to the latest address Cajun Underwriters has on file. Notices to Cajun Underwriters should be sent to:

 

Cajun Underwriters Reciprocal Exchange,
12640 Telecom Dr. Tampa, FL 33637

 

IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be duly executed by their corporate officers on the dates as indicated hereafter.

Page 5

Product Line and Commission Schedule

Subject to the terms and conditions of this Agreement and Cajun Underwriters Documents, the parties agree as follows:

 

Cajun Underwriters grants authority to Agent to solicit the following type(s) of insurance for business to be written in connection with this Agreement:

 

Homeowners Multi-Peril, Dwelling Fire & Wind Only Insurance to be issued by Cajun Underwriters Reciprocal Exchange in the State of Louisiana.

 

COMMISSION SCHEDULE

As full compensation for Agent's writing of insurance as authorized by this Agreement, Cajun Underwriters shall pay Commission to Agent in accordance with the following Commission Schedule.

 

PRODUCT LINE                                     

HO3, HO4, HO6, Dwelling Fire (DP3, DP1), & Wind Only Program


COMMISSION RATE

Payable on Net Direct Written Premium* (SEE BELOW) on policies as defined and required by Cajun Underwriters' Program Manual.



*For purposes of this Agreement, Net Direct Premium means gross direct premium on new policies, renewal policies and endorsements, excluding fees, assessment and surcharges, less all premium refunds and returns to policyholders from cancellations and endorsements.

 

 

AUTHORIZED TERRITORY:                       Risks located within the State of Louisiana

 

 

Commission payable on collected net direct premium under this contract applies as provided below:


Homeowners Commission

New:           10%

Renewal:   10%

Dwelling Fire Commission

New:           10%

Renewal:   10%

Wind Only Commission

New:           10%

Renewal:   10%

Page 6

Schedule "B"

INTERNET AND PASSWORD AGREEMENT

This Schedule “B” is attached to and by reference made a part of the Agency Company Agreement (“Agreement”) between Cajun Underwriters (“Company”), and

                                   (“Agent”). This Schedule is effective as of the Effective Date of the Agreement.

 

 

It is mutually understood and agreed as follows:

1.     Agent acknowledges and is aware that it provided with limited access to certain websites and web-based systems owned and/or operated by Cajun Underwriters. Agent’s access to any such websites and web-based systems shall be limited to the ability to view all business written by the Agent pursuant to this Agreement. Agent’s password for such website shall be determined once this Agreement is in effect.

2.     Agent shall only permit licensed and appointed employees, to utilize such Internet services. Agent represents and warrants that each employee is a licensed and appointed agent or customer service representative.

3.     Agent shall be responsible to supervise all employees in order to ensure full compliance with the terms of this Agreement, including Schedule B.

4.     Agent shall be, and shall ensure that all employees are in compliance with all terms and conditions that may be established from time to time by Cajun Underwriters for the use of any internet services.

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Cajun Underwriters Reciprocal Exchange SECURITY BREACH Procedures

It is mutually understood and agreed as follows:

 

I.               Security Breach

 

“Security Breach” means (i) any unauthorized access to vendor’s operating system(s), database management system(s), applications, or email; (ii) any act or omission that compromises either the security, confidentiality or integrity of Confidential Information or the physical, technical, administrative or organizational safeguards put in place by vendor that relate to the protection of the security, confidentiality or integrity of Confidential Information

 

a.     Agent shall:

 

i.     Notify Cajun Underwriters of a Security Breach as soon as practicable, but no later than twenty-four (24) hours after vendor becomes aware of it; and

 

ii.     Notify Cajun Underwriters of any Security Breaches by telephone at the following number: 813-435-6379 and e-mail with a read receipt at securityalert@cajunuw.com;

 

b.     Immediately following Agent’s notification to Cajun Underwriters of a Security Breach, the parties shall coordinate with each other to investigate the Security Breach. Agent agrees to reasonably cooperate with Cajun Underwriters in Cajun Underwriters’ handling of the matter, including, without limitation: (i) assisting with any investigation; (ii) facilitating interviews with vendor’s employees and others involved in the matter; and (iii) making available all relevant records, logs, files, data reporting and other materials required to comply with applicable law, regulation, industry standards or as otherwise reasonably required by Cajun Underwriters.

 

 

IN WITNESS WHEREOF, the parties have executed or caused this agreement to be duly executed by their corporate officers on the dates as indicated hereafter.