Exhibit
10.7
MANAGING GENERAL AGENCY
AGREEMENT
Between
AMERICAN PHYSICIANS
INSURANCE AGENCY, INC.
(hereinafter called
“AGENT”)
and
AMERICAN PHYSICIANS
INSURANCE EXCHANGE
(hereinafter called
“COMPANY”)
Effective Date:
May 29, 1996
Section
1. AGENCY APPOINTMENT
a.
COMPANY hereby appoints
AGENT as its agent to perform the duties set forth herein and vests
in AGENT full authority to accomplish, effect and execute such
duties upon the terms and conditions set forth below. The authority
of AGENT shall be limited to the territory and the kinds of
insurance specified in Addendum A.
b.
Term
. This Agreement shall
remain in effect unless terminated as provided by Section 6 of
this Agreement.
Section
2. AGENT’S RELATIONSHIP TO
COMPANY
This Agreement is not a
contract of employment and nothing herein contained shall be
construed to create the relationship of employer and employee
between COMPANY and AGENT. AGENT is an independent contractor and
shall be free to exercise judgment and discretion with regard to
the conduct of business as agent for COMPANY.
Section
3. AUTHORITY AND DUTIES OF
AGENT
a.
Appointment of
Producers .
Subject to requirements imposed by law and the terms of this
Agreement, AGENT has authority to have supervisory responsibility
for local agency and field operations of COMPANY in Texas including
the appointment, termination and direction of local recording
agents within Texas as well as determination of
commissions.]
b.
Legal
Compliance .
AGENT shall comply in all respects with all applicable
laws.
c.
Maintenance of
Records .
AGENT shall keep complete records and accounts of all transactions
pertaining to agents appointed or terminated under this Agreement.
Such records shall be kept current and shall be readily
identifiable.
d.
Advertising . AGENT shall enter Agreements with
local recording agents that provides that agents shall not insert
any advertisement referring to COMPANY or issue or cause to have
issued any letter, circular, pamphlet or other publication or
statement referring to COMPANY, without the prior written consent
of COMPANY. Such consent shall not be construed as any agreement by
COMPANY to bear any part of the expense of
advertisement.
e.
Ownership of Printed
Matter . It
is expressly understood that any policies, forms and other supplies
furnished to AGENT by COMPANY shall remain the property of COMPANY
and shall be returned to COMPANY promptly upon demand. It is
expressly understood that any policies, forms and other supplies
furnished to COMPANY by AGENT shall remain the property of AGENT
and shall be returned to AGENT promptly on demand.
f.
Expenses
. COMPANY shall pay all
marketing expenses in respect to the performance of AGENT’s
duties under this Agreement, including but not limited to rentals,
transportation facilities, clerical expense, postage, advertising,
or personal local license fees. AGENT shall be responsible for
commissions to local recording agents. Unless otherwise specified
in writing in advance by COMPANY, AGENT shall not charge or commit
COMPANY to any expense, agreement, payment, debt, or obligation
other than the insurance expressly described herein which AGENT is
authorized to write.
Section
4. COMPENSATION
As full compensation
for services rendered under this Agreement, AGENT agrees to accept
and COMPANY agrees that agent is entitled to the amounts specified
in Addendum B.
Section
5. SUSPENSION OF AGENTS
AUTHORITY
If AGENT is delinquent
either in accounting for or payment of any funds due to COMPANY, or
is otherwise in default under this Agreement, COMPANY may, by
written notice to AGENT, suspend or otherwise limit AGENT’s
authority in whole or in part or may condition the exercise of such
authority on any appropriate condition.
For the purposes of
this Section, AGENT is not delinquent because of routine
differences in the accounting records of the AGENT and the COMPANY
which are minor in amount and do not involve funds willfully
withheld by the AGENT.
Upon the occurrence of
any of the events described in Section 6(a), AGENT’S
authority under this Agreement, including such authority and duties
described in Section 3 shall automatically be suspended and
shall be terminated upon termination of this Agreement.
Section
6. TERMINATION
a.
Termination. The term of
this Agreement shall expire and this Agreement shall terminate in
accordance with subsection b. of this section upon the
occurrence of any of the following events:
1)
Upon the effective date
of the suspension, revocation or termination of either
party’s license by appropriate authority and after exhausting
any appeals to which either party is entitled.
2)
The insolvency of either
party, the inability to pay debts as they mature, the making of an
assignment for the benefit of creditors, the dissolution of either
party, the appointment of a receiver or liquidator for either party
or for a substantial part of either party’s property, or the
institution of bankruptcy, reorganization, arrangement, insolvency
or similar proceedings by or against either party under the laws of
any jurisdiction.
3)
Misappropriation of
funds or property of COMPANY or funds received for it by AGENT; the
failure of AGENT to remit to COMPANY the funds due promptly upon
demand; the commission by AGENT of any fraud against COMPANY or any
conduct injurious to COMPANY’s standing or good
name.
4)
Misappropriation of
funds or property of AGENT or funds received for it by COMPANY; the
failure of COMPANY to remit to AGENT the funds due promptly upon
demand; the commission by COMPANY of any fraud against AGENT
o
