1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

Subject to the terms and limitations contained in this Agreement, Company hereby appoints Agent as its exclusive agent for the purposes of soliciting, underwriting, quoting, binding, issuing, cancelling, non-renewing and endorsing Accountants Professional Liability and Lawyers Professional Liability insurance coverages. Agent accepts this

appointment to act exclusively for Company for the purposes of soliciting, underwriting, quoting, binding, issuing, cancelling, non-renewing and endorsing policies or contracts of insurance and endorsements thereto (individually a “Policy” or collectively, the “Policies”) within the fifty (50) states of the United States and the District of Columbia (the “Territory”), on such forms and subject to the conditions and limitations, and in accordance with Company’s guidelines, program manuals, procedures, instructions, and authority limits, as set forth in Exhibit A attached to this Agreement and incorporated herein by reference. The Company in its sole discretion may amend Exhibit A from time to time.

Agent shall not submit to another insurer, agent or broker any applications for Accountants Professional Liability Coverage or Lawyers Professional Liability Coverage which do not qualify under the Underwriting Guidelines

set forth in Exhibit A, without first submitting such application to the Company for consideration, and allowing Company first right of refusal to accept such application outside the scope of this Agreement.

During the Term of this Agreement and notwithstanding its termination, the Company may audit, examine and copy Agent’s records and accounts pertaining to the Policies during normal business hours upon no less than

ten (10) business days advance notice. Agent will make such records available for examination by Company, its reinsurers, or any state insurance department or regulatory body which so requires. Additionally, Agent shall permit authorized employees and representatives of Company to review the operations of Agent, both at its place of business and in the field, in order to evaluate the quality of Agent’s operations and its compliance with its obligation under this Agreement.

Agent and Company each shall notify the other within two (2) business days of notice or receipt of any complaint received from any state insurance department or other regulatory authority relating to the Policies, whether against Company, Agent, or its producers. Agent shall provide Company with a proposed written response to each complaint and a copy of all documentation relating to such complaint including, but not limited to, a written summary of all facts relevant to such complaint. Company will then respond, or authorize Agent to respond, to such complaint in such form as Company determines, in Company’s sole discretion, to be necessary. The parties will work together to promptly and adequately respond to any such complaint. Agent agrees not to contact any state

insurance department or other regulatory authority, on behalf of the Company, directly or indirectly, with regard to the Policies, business, rate or form filings. Notwithstanding the foregoing, Agent may contact or respond to any insurance department or other regulatory authority as respects matters solely involving Agent’s capacity or performance as an agent or producer.

Agent will submit to Company a monthly premium bordereau in the form provided in Exhibit D attached hereto and incorporated herein by

reference, no later than ten (10) days following the end of the month in which each Policy is effective. Agent shall remit funds to Company in accordance with the monthly premium bordereaux no later than forty-five (45) days following the end of the month in which each Policy is effective. Agent shall also maintain on a continuous basis during the term of this Agreement, and make available to the Company upon request, a Policy Register in the form attached hereto as Exhibit E, and incorporated herein by reference.

Any information as may have been or shall be provided by Agent to Company, including the rates, forms, policies, renewals, expirations, program manuals, manuals, underwriting guidelines, program analysis, loss and risk analysis, claim and loss information, compiled loss experience data, track inspection data, claims adjusting techniques, underwriting records and data, customer information and personal information of policyholders, shall be considered confidential and proprietary to Agent and shall be considered trade secrets of Agent (the “Agent Confidential Information”). The Agent Confidential Information is furnished to Company only to facilitate the performance of Company’s duties pursuant to this Agreement. Company warrants that any Agent Confidential Information provided hereunder shall be used only for the purpose provided herein and that Company shall make no other use of such Agent Confidential Information. Company agrees to maintain the confidentiality of the Agent Confidential Information and shall not

knowingly cause or permit any officer, employee, agent, or any third party to use, copy, modify, sell, transfer, cause to be used, copied, modified, sold, or transferred, or otherwise make available the Agent Confidential Information, directly or indirectly, except as expressly provided for herein, for any purpose, without prior written consent of Agent. If Agent gives Company any written authorization to make any disclosure of Agent Confidential Information, Company will do so only within the limits and to the extent of such written authorization.

Company hereby agrees to defend, indemnify, and hold Agent harmless from and against all claims, actions, causes of action, liability, or loss which result from any acts, errors, or omissions of Company, or the servants, employees, representatives, producers, or brokers of Company, in the performance or failure to perform Company’s duties or obligations under this Agreement, whether or not such acts, errors or omissions are negligent, reckless or intentional. Company further agrees that in the

event Agent is in violation of any state statute, regulation, or other law due to acts, errors, or omissions of Company, or the servants, employees, representatives, producers or brokers of Company, then Company shall assume the responsibility and liability for such act, error or omission and shall indemnify and hold Agent harmless for such liability and loss. Loss shall include, but not be limited to, all damages, costs, expenses, reasonable attorneys’ fees and expenses, penalties, fines, direct or consequential damages (including punitive damages and multiplied damages), judgments and any other expense incurred by Agent.

Upon the assertion by any third party of any claim against Company that may be indemnifiable under Article 9.2 of this Agreement, Company shall promptly notify the Agent, in the manner provided in Article 11.1 of this Agreement, of the existence of such claim; provided, however, that failure to give timely notice shall not be deemed to be a waiver of the claim to the extent that Agent has not been prejudiced by such failure to give timely notice. If the Agent believes in good faith that there is a valid defense to such claim and a reasonable chance of succeeding thereon and notifies the Company to that effect, the Company shall give Agent a reasonable opportunity to defend and/or settle such claim at its own expense and with counsel mutually selected by the Agent and the Company, or if counsel cannot be mutually selected, then selected by the Agent; provided, however, that if any such settlement would have an adverse effect on the

Company, the Agent shall not settle such claim without the prior written consent of the Company, which shall not be unreasonably withheld. The Company shall at all times have the full right to participate in any such defense at its own expense. If the Agent, within a reasonable time after receiving notice of a claim from the Company, fails to defend, the Company shall have the right, but not the obligation, to undertake the defense, compromise or settlement of such claim, for the account of Agent. Company and Agent shall make available to each other such information and render such assistance as may be required for the defense and/or settlement of the claim.

Upon the assertion by any third party of any claim against Agent that may be indemnifiable under Article 9.3 of this Agreement, Agent shall promptly notify the Company, in the manner provided in Article 11.1 of this Agreement, of the existence of such claim; provided, however, that failure to give timely notice shall not be deemed to be a waiver of the claim to the extent that Company has not been prejudiced by such failure to give timely notice. If the Company believes in good faith that there is a valid defense to such claim and a reasonable chance of succeeding thereon and notifies the Agent to that effect, the Agent shall give Company a reasonable opportunity to defend and/or settle such claim at its own expense and with counsel mutually selected by the Company and the Agent, or if counsel cannot be mutually selected, then selected by the Company; provided, however, that if any such settlement would have an adverse effect on the Agent, the Company shall not settle such claim

without the prior written consent of the Agent, which shall not be unreasonably withheld. The Agent shall at all times have the full right to participate in any such defense at its own expense. If the Company within a reasonable time after receiving notice of a claim from the Agent, fails to defend, the Agent shall have the right, but not the obligation, to undertake the defense, compromise or settlement of such claim, for the account of Company. Agent and Company shall make available to each other such information and render such assistance as may be required for the defense and/or settlement of the claim.

At any time during the Term hereof, either party may terminate this Agreement without cause upon twelve (12) months prior written notice to the other, but in no event may this Agreement be terminated under this Article 10.1 prior to the end of the twenty-fourth (24^th) month following the Effective Date.

Agent’s license or certificate of authority is cancelled, suspended, or is declined renewal by any regulatory body having jurisdiction

over Agent if, after ninety (90) days, Agent fails to remedy such loss of license or certificate of authority. Agent shall immediately notify Company of such cancellation, suspension or non-renewal. As of the effective date of such cancellation, suspension or nonrenewal, Agent shall immediately cease soliciting, underwriting, quoting, binding, issuing, cancelling non-renewing, and endorsing Policies until its license or certificate of authority is reinstated or renewed during such ninety (90) day period; or

Failure, inability or unavailability of Nieman to function as the ultimate supervisor over all underwriting performed by Agent and all of Agent’s other obligations under this Agreement. Should Nieman

no longer function in this capacity, Company and Agent shall, within sixty (60) days after Nieman fails, is unable or is unavailable to function in such capacity, select a mutually acceptable replacement for Nieman. Should Company and Agent fail to do so, Company may thereafter terminate this Agreement.

Company’s loss ratio (ratio of Loss plus Loss Adjustment Expense plus IBNR to Gross Earned Premium) exceeds eighty per cent (80%) as an average over two (2) successive accident years. Such loss ratio will first be calculated for the preceding two (2) accident years at the end of the ninth (9^th) quarter of the term of this Agreement, and then calculated on a rolling quarterly basis thereafter for the preceding two successive accident years. Should this loss ratio target be met or exceeded, Company and Agent will undertake a loss ratio remediation program of no fewer than sixty (60) days, after which Company may terminate this Agreement.

Company, or its parent company institutes or acquiesces in the institution of any bankruptcy, financial reorganization or liquidation proceeding, or any such proceeding is instituted against Company and remains undismissed for thirty (30) days; provided, however,

Company may substitute for itself as a party to this Agreement an affiliated company(ies) with a Best’s rating of A- or better and licenses and approved forms and rate filings in all jurisdictions in which Agent operates or solicits business subject to this Agreement; or

provide at Company’s request, unrestricted access by Company via Agent’s website or transmission to Company via digital means, both of which permit printing of electronically stored information, copies

of all Policy materials and related underwriting documentation. At Company’s request and expense, Agent will provide Company with paper copies of all Policy materials and related underwriting documentation.

Company expressly recognizes and acknowledges that Agent has developed, over many years and at substantial expense and investments, a significant book of business which Agent brought to Company at the inception of the relationship between Agent and Company and which Agent continues to expand and develop. If, after Company’s or Agent’s termination of this Agreement without cause under Article 10.1, or Company’s termination of this Agreement for cause other than under Article 10.2 c. – e. inclusive, or Agent’s termination of this Agreement for cause under Article 10.3, Agent has satisfied its monetary and reporting obligations to Company under Article 5 of this Agreement, the use and control of expirations on Policies written under this Agreement, as between Company and Agent, shall be considered the sole and exclusive property of Agent. Company shall have no right of ownership or control of any such expirations. Further, Company shall not communicate with any producer, broker, insurance, reinsurance company, policyholder or

sponsoring organization (nor use for itself), for the purpose of solicitation or otherwise, any client lists or expirations pertaining to the Policies under this Agreement. Company and/or Company’s successor in interest, for a period of two (2) years following termination of this Agreement, will not:

EXHIBIT

TITLE

A

B

C

D

E

F

G