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Exhibit 10.15
UNDERWRITING MANAGEMENT AND SERVICES AGREEMENT
THIS AGREEMENT ("Agreement"), made as of the 15th day of July,
2004,
among Darwin National Assurance Company, a stock insurance company
organized
under the laws of Delaware ("Insurer"), and Darwin Professional
Underwriters,
Inc., a corporation organized under the laws of Delaware
("Darwin").
WITNESSETH:
WHEREAS, Insurer is qualified to the business of insurance in
certain
states and jurisdictions of the United States;
WHEREAS, Insurer wishes that Darwin underwrite and administer
the
Policies (as defined below) and perform related services;
NOW THEREFORE, in consideration of the mutual covenants and
agreements
herein contained, and for other good and valuable consideration,
the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as
follows:
ARTICLE I
APPOINTMENT OF MANAGER
Insurer does hereby nominate, constitute and appoint Darwin as
its
underwriting manager with respect to procuring contracts and
policies of
[directors' and officers' liability insurance, errors and omissions
insurance,
professional liability insurance, employment practices liability
insurance,
fiduciary insurance, assumed facultative and treaty reinsurance of
the foregoing
lines of business] and such other types of insurance as may be
mutually agreed
to by the parties hereto, in the states and jurisdictions where
Insurer is
qualified from time to time to write such insurance (the
"Policies"). Darwin
hereby accepts such appointment.
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ARTICLE II
TERM
This Agreement shall commence and be effective from the date
first
above written and shall terminate when cancelled by either party
hereto upon 30
days' written notice to the other.
ARTICLE III
DUTIES, POWERS AND AUTHORITY OF THE MANAGER
Darwin shall receive applications for Policies pertaining to risks
and
render underwriting management and related services in connection
with such
applications in accordance with applicable law and in accordance
with all the
underwriting and claims guides, rules, bulletins or other written
instructions
now in force or as may be issued by Insurer from time to time and
in a manner
consistent with the terms of this Agreement. Without limiting the
generality of
the foregoing, Darwin shall have the responsibility, power and
authority to act
on Insurer's behalf as follows:
(a)
To solicit and produce
applications for Policies;
(b) To provide insurance underwriting
functions in connection with the
issuance of Policies;
(c)
To issue, bind and
execute Policies on behalf of Insurer;
(d)
To report claims to
Insurer and administer, settle and maintain
records of claims submitted for payment under Policies;
(e)
To negotiate, bind and
execute agreements of ceded reinsurance with
respect to the Policies; and
(f)
To perform
administrative, finance and accounting services in
connection with the foregoing functions.
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ARTICLE IV
ADMINISTRATION OF THE POLICIES
Insurer does hereby grant to Darwin authority in all matters
relating
to risk management and policy administration of the Policies (to
the extent such
authority may be granted pursuant to applicable law), including
