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EXHIBIT 10.21
GENERAL AGENCY AGREEMENT
THIS AGREEMENT, made this 1st DAY OF August, 1996, between North
Pointe
Insurance Company, referred to as the "COMPANY," and MS General
Agency, Inc.,
hereinafter referred to as the "GENERAL AGENCY".
For consideration received and pursuant to GENERAL AGENCY'S
request that
the underwriting facilities of COMPANY be made available to
GENERAL AGENCY, it
is agreed that:
1. APPOINTMENT.
The COMPANY appoints GENERAL AGENCY with the authority and the
power to
solicit, receive, accept, bind, decline, countersign, and
endorse
insurance on such classes of risk as the COMPANY from time to
time may
authorize by letter of instruction, underwriting bulletin or
underwriting
guide, which shall become a part of this contract, collect
premiums, and
generally with all powers and authority necessary to conduct a
general
agency for the COMPANY in the state(s) listed in the attached
Appointment
and Commission Addendum, incorporated herein by reference. This
authority
shall not be delegated by GENERAL AGENCY to any one person or
persons
except as is expressly authorized in writing by an offices of
the COMPANY.
This appointment is not exclusive and the COMPANY may appoint
others in
the same state(s).
2. ACCEPTANCE OF APPOINTMENT.
GENERAL AGENCY accepts the appointment, agreeing to perform
faithfully the
duties thereof to the best of its knowledge, skill,
judgment.
3. REPORTING.
GENERAL AGENCY agrees to make prompt reports to COMPANY in such
manner as
may be required by COMPANY of risks written, including renewals
and/or
endorsements, to make full and prompt reports of all losses
incurred, as
well as of all other details relating to the business and
affairs of
COMPANY; and to allow personal examination and audit by a
representative
of COMPANY
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of all papers, records, and accounts referring thereto.
4. COMMISSIONS.
(a) As full compensation for insurance placed with COMPANY,
COMPANY will
pay commissions in accordance with the attached General
Agent
Commission Schedule (Addendum 1) (hereinafter referred to as
"Commissions").
(b) GENERAL AGENCY agrees, either during the continuance of
this
Agreement or after its cancellation to refund unearned
Commissions
caused by policy cancellations or reductions, in each case at
the
same rate at which such Commissions were retained by or paid
to
GENERAL AGENCY.
(c) COMPANY reserves the unilateral right to revise the rates
of
Commissions by giving not less than sixty (60) days written
notice
to GENERAL AGENCY. Such change shall not affect Commissions
on
Premiums written before the effective date stated in the
written
notice.
(d) Uncollectible premiums arising from additional amounts due
on
particular policies as a result of adjustable exposures or
audits
may be turned back to COMPANY for direct collection and
GENERAL
AGENCY shall not be responsible for such premium provided:
(1) GENERAL AGENCY has made every reasonable effort to obtain
and
retain an adequate deposit premium; and
(2) GENERAL AGENCY has billed for and made at least three
attempts
(including original billing) to collect the additional
premium; and
(3) Notifies COMPANY no less than forty-five (45) days and no
more
than sixty (60) days after the month in which GENERAL AGENCY
issued the Audit Endorsement and provides to COMPANY proof
of
its three attempts to collect along with proof
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of two attempts by its subproducer to collect the additional
premium due.
(e) No Commission will be paid on items turned over to COMPANY
for
collection, unless subsequently collected by GENERAL AGENCY.
5. PREMIUMS AND ACCOUNTING.
The following provisions are applicable to all insurance placed
by GENERAL
AGENCY with COMPANY:
(a) GENERAL AGENCY guarantees payment of all monies due COMPANY
on
business written under this Agreement, whether or not collected
by
GENERAL AGENCY. There shall be no flat cancellations of policies
or
coverage bound or issued unless specifically authorized in
writing
by COMPANY.
(b) Premium accounts, as shown in COMPANY'S monthly statements,
are due
and payable to COMPANY as rendered. Payment is due in
COMPANY'S
office forty-five (45) days from the end of the statement month
and
in no event shall credit for the payment of premiums so
reflected be
extended for longer than 45 days from the end of the month for
which
the monthly statement applies. Requirement for payment "as
rendered"
can only be waived by the COMPANY.
(c) In the event of a dispute regarding to the dollar amount
owed to
COMPANY for an individual policy or in total for a monthly
account
statement, GENERAL AGENCY agrees to pay the full amount stated
by
COMPANY. COMPANY and GENERAL AGENCY shall cooperatively
investigate
and attempt to resolve any such discrepancies as quickly as
reasonably possible. If COMPANY and GENERAL AGENCY are unable
to
amicably resolve the discrepancy, the dispute may be submitted
to
arbitration in accordance with the terms of this Agreement.
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(d) All premiums are the property of COMPANY and shall be held
by
GENERAL AGENCY in a fiduciary capacity in trust for COMPANY
until
delivered to COMPANY. The keeping of an account with GENERAL
AGENCY
on COMPANY'S behalf, as a creditor and debtor account, is
declared a
record memorandum of business transacted, and neither such
keeping
of account nor alteration in commission amount, nor failure
to
enforce prompt remittance, compromise, settlement, declaration
of
balance of account nor suspension or cancellation of this
General
Agency Agreement shall be held to waive assertion of the
fiduciary
relationship as to Premiums collected by GENERAL AGENCY.
(e) The right of GENERAL AGENCY or any other person to
receive
Commissions shall at all times be subordinate to the right
of
COMPANY to offset or apply Commissions, including Profit
Sharing
Commissions, against any indebtedness of GENERAL AGENCY to
COMPANY.
This right of offset shall also apply against any liability
incurred
by COMPANY to any person(s) by reason of any negligent or
unauthorized acts committed by GENERAL AGENCY.
(f) All accounting and underwriting records of GENERAL AGENCY
pertaining
to Contracts written through COMPANY shall be subject to
inspection
by COMPANY at any reasonable time during the continuance of
this
Agreement and for three years after the termination hereof
6. INDEPENDENT CONTRACTOR STATUS.
COMPANY and GENERAL AGENCY agree that this General Agency
Agreement is
best served when GENERAL AGENCY is an Independent Contractor for
all
purposes. As an independent contractor, GENERAL AGENCY has the
right to
exercise independent judgment as to time, place and manner of
soliciting
insurance applications, servicing policyholders, and otherwise
carrying
out
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the provisions of the Agreement. Furthermore, GENERAL AGENCY
will pay all
expenses in connection with its GENERAL AGENCY and has no
authority to
incur any indebtedness on behalf of COMPANY.
GENERAL AGENCY'S authority hereby conferred does not extend to
the
adjustment, compromise or settlement of claims or the waiver of
any policy
condition in relation thereto except upon specific authority in
writing
from COMPANY.
7. NOTIFICATION TO THE COMPANY.
GENERAL AGENCY agrees to forward to COMPANY copies of all
binders,
policies, certificates and endorsements issued by GENERAL
AGENCY, or to
otherwise notify COMPANY of all liability accepted within thirty
(30) days
following the effective date of such liability. However, any
risk which
GENERAL AGENCY submitted to COMPANY for approval because GENERAL
AGENCY
was not given authority to quote that particular risk by
COMPANY'S
Underwriting Guide or underwriting program and which was
approved for
quote by COMPANY must be reported to COMPANY the same day that
GENERAL
AGENCY binds that risk.
Losses reported to GENERAL AGENCY shall be reported to COMPANY
the same
day as received by GENERAL AGENCY.
8. OWNERSHIP OF EXPIRATIONS.
If, upon cancellation of this Agreement, GENERAL AGENCY has
promptly
accounted for and paid to COMPANY all Premiums and other monies
and
securities collected or held for or on behalf of COMPANY for
which GENERAL
AGENCY may be liable; the records of GENERAL AGENCY and the use
and
control of expirations shall remain the property of GENERAL
AGENCY;
otherwise, the right and title to the records and the use and
control of
ownership of expirations shall be vested in COMPANY for sale,
use or
disposal as it deems fit to reduce
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the amount of indebtedness.
Regardless of who owns control of the expiration dates, COMPANY
and
GENERAL AGENCY recognize that the policyholder, who pays the
premium,
ultimately decides who services and underwrites their
insurance.
Therefore, despite the language regarding the property rights
and the
expiration dates of policies, the decision of the policyholder
refle
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