Brokerage Agreement

Exhibit 10.18

CALIFORNIA

Brokerage Agreement

 

 

This Agreement made this 1st day of January, 2005 by and between Bristol West Insurance Services of California, Inc. ("Bristol") and _________________________________ a retail insurance brokerage ("Broker").

 

 

RECITALS

 

WHEREAS, Broker desires to procure from time to time for its clients various insurance coverages offered by the Bristol;

 

WHEREAS, Bristol desires to make its insurance products available to Broker where the terms are agreeable to both parties;

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties covenant and agree as follows:

 

AGREEMENT

 

 

 

 

A.   It is understood and agreed that Broker is an independent contractor, represents the applicant, and is not an agent of Bristol. Further, Broker confirms and agrees that, as an independent contractor, Broker is not an employee, partner or joint venturer of Bristol. Broker may conduct business with such other companies as Broker deems appropriate. Broker has exclusive control of its time and of the conduct of its business, and is responsible for all expenses incurred in the operation of its business. 

 

B.   Broker warrants and represents that it will neither represent itself as an agent, employee, partner or joint venturer of Bristol nor perform any act that would typically be performed by an agent, employee, partner or joint venturer or that would lead an applicant to believe Broker was an agent, employee, partner or joint venturer of Bristol. In the event there is an allegation, demand, claim, and/or litigation that Broker is acting as an agent of Bristol, Broker shall indemnify and hold harmless Bristol pursuant to Section IX (Indemnification of Bristol) below.

A.   Bristol specifically herein grants to Broker the authority to submit to Bristol applications for Bristol's insurance products, accept and remit to Bristol premiums and other payments from Broker's clients, and deliver Policies issued by Bristol, subject to and in compliance with this Agreement, the Underwriting Guidelines and California law.

B.   It is understood and agreed that Broker has only that authority specified in this Agreement. Should Broker perform any act inconsistent with the authority granted herein, fail to perform any act specifically required herein, or fail to comply with applicable laws or regulations governing Broker, Broker shall be deemed by Bristol to be acting outside the scope of authority granted and shall be in breach of this Agreement.

C.   Broker has no authority hereunder to bind insurance risks, only to submit applications for such risks. No coverage shall be in effect on any such application until the Policy is bound by Bristol. Bristol will bind coverage only on risks that comply fully with its Underwriting Guidelines and only after Broker has electronically submitted applications for such risks to Bristol.

 

 

 

Broker understands and agrees to adhere to the following obligations. Failure to comply with one or more of these obligations is a breach of this Agreement.

 

A.   Broker shall conduct business with Bristol in accordance with the provisions of this Agreement. Broker agrees to comply with and be bound by the Underwriting Guidelines, as modified and supplemented by Bristol in its sole and absolute discretion from time to time.

 

B.   Broker shall adhere to all applicable laws and regulations, including without limitation all laws and regulations pertaining to broker fee disclosures and broker fiduciary duties.

C.   Broker shall, at its own cost and expense, purchase and maintain in force so long as any Policy placed hereunder remains in effect, an Errors and Omissions insurance policy with limits equal to or greater than $500,000 each occurrence and $500,000 general aggregate. Broker shall provide Bristol with a declaration page and, upon request, a certified copy, of said policy. Bristol reserves the right to verify coverage at any time and immediately terminate this Agreement if, in the sole and absolute discretion of Bristol, it deems Broker's Errors and Omissions insurance policy to be unacceptable, in accordance with Section XI, below.

D.   Bristol may furnish to Broker forms, stationary, and other supplies. All such materials shall remain the sole property of Bristol. Broker shall within seven (7) days of termination of this Agreement, or upon Bristol's demand, return any and all materials and any other Bristol property provided to Broker by Bristol.

 

E.   Broker shall not use the name, trade name, logo, trademark, or other intellectual property of Bristol in any advertising or marketing.

 

F.   Broker shall not extend credit on behalf of Bristol.

G.   Broker shall remit all payments, forms and other documents to Bristol pursuant to the provisions in this Agreement and in accordance with the Underwriting Guidelines and all other policies and procedures provided to Broker by Bristol.

H.   Broker has no authority to handle any claims on behalf of Bristol, except, however, Broker shall, upon receipt of notice of a claim, immediately report any such information received to Bristol. Broker agrees to cooperate fully in Bristol's or its designee's investigation of any claims.

 

I.     Broker has no authority to make, alter, vary or discharge any Policy, to extend the time for payment of premiums, to waive or extend any Policy term, obligations or conditions, or to incur any liability on behalf of Bristol.

 

J.    Broker shall not assign, sell, or transfer through any means, any materials, forms, documents or other things relating to the relationship defined by this Agreement to any other person or entity without the written permission of Bristol.

K.   Broker shall not allow any other person or entity not a party to this Agreement to perform any of the herein authorized or proscribed acts. Without limiting the forgoing, Broker shall not sub-broker any Policy or business contemplated under this Agreement.

 

L.   Broker shall make available for inspection at any time by Bristol all accounting information, books, records and other documents and things pertaining to the business contemplated by this Agreement.

M.     Broker shall immediately provide to Bristol, upon Bristol's request, any information requested by Bristol pertaining to any Bristol related insurance transaction.

 

O.   If a conflict exists as to which broker is authorized to represent an insured with respect to any Policy, Broker shall supply Bristol with a written Broker of Record Letter from the insured authorizing the Broker to represent the insured.