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FILING AGENT STANDARD AGENCY AGREEMENT
This Agreement made as of the day of , 20 , by and between , a (“Broker”) and Island Financial Insurance Associates, Inc., a Washington corporation (“Filing Agent”).
WHEREAS, Broker is required to remit and file reports and certain taxes and other amounts to applicable state regulatory authorities; and
WHEREAS, Broker has requested of Filing Agent, and Filing Agent has agreed, to perform certain administrative filing duties on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the representations, covenants and conditions herein set forth, the parties agree as follows:
1. Broker Duties. Broker hereby agrees that it will:
(a) verify proper wording on all insurance policies written to be acknowledged by the state;
(b) submit notification and necessary forms in a timely manner to Filing Agent within thirty days (30 days) after the binding of a policy.
(c) collect tax money and remit to Filing Agent; and
(d) be responsible for all fines and penalties issued by State regulatory authorities for any late filings.
2. Filing Agent’s Duties. Filing Agent hereby agrees that it will:
(a) maintain its surplus lines license during the term and will provide written evidence thereof to Broker upon request, and provide copies of the renewed license and the agency tax identification number;
(b) submit all policies of insurance written by or through Broker to the applicable state regulatory agencies on a timely basis, in the form required, and provide written evidence thereof to Broker upon request; and
(c) remit to the applicable state regulatory agency all required taxes, fees and shall provide evidence thereof to Broker upon request.
3. Compensation. Broker shall pay Filing Agent the amounts and in the manner set forth on Schedule A for all services performed by Filing Agent hereunder.
4. Licenses; Good Standing. Filing Agent and Broker each represent to the other that they are licensed by all applicable regulatory authorities in any State where they hold themselves as licensed to conduct business, and each is in good standing under the laws of such State and is not under supervision or subject to sanctions or restrictions by any authority of any such State, nor is under investigation for noncompliance with the rules and regulations of any such authority. Neither is a party to or subject to the provisions of any contract or other restriction which would be violated or breached by performance of the terms and conditions of this Agreement.
5. Independent Contractor. Filing Agent and Broker are independent contractors and neither intends to create any partnership, joint venture, employment or agency relationship. Each will be solely responsible for their own any taxes of any type, including social security taxes, workers’ compensation taxes or costs, unemployment compensation taxes or costs or any other similar taxes, costs or charges or any other taxes or charges related to compensation and performance of services. Neither will have the right to bind the other by contract, to transact business, or to make any promises or representations on the other’s behalf.
6. Indemnity. Broker agrees to hold Filing Agent, its officers, directors, agents, principals and employees harmless and indemnify them from each and every claim or related error and omission, however caused, by or related to the acts of the Broker or their officers directors, agents, principals and employees. The Broker also agrees to defend any such claim or lawsuit brought against Filing Agent, pay any and all costs, including reasonable legal fees, disbursements, damages, fines, penalties or other expenses incurred by Filing Agent in connection with such claim. This indemnity and hold harmless agreement shall remain in full force and of full effect with respect to all such acts or omissions which occur prior to termination of this Agreement.
7. Confidentiality. The parties acknowledge that certain of Broker’s and Filing Agent’s data or other material relating to their respective businesses is confidential or proprietary (“Proprietary Information”). Neither party shall use, copy, sell, assign, transfer, distribute, reveal, disclose to others or in any way exploit for its own benefit any Proprietary Information of the other. In addition, each party agrees that it shall not disclose, nor cause the other to disclose, information relating to any transaction, consumer, customer, or person in violation of the privacy provisions of the Gramm-Leach-Bliley Act of 1999 (the “Act”), codified at 15 U.S.C. § 6801 et. seq., and each party warrants that its policies, business practices, and methodologies are, to the extent required or foreseeably required, in compliance with any and all relevant portions of the Act.
8. Term and Termination; Payment of Fees. This Agreement may be terminated by either party, with or without cause, upon written notice to the other stating when termination shall become effective, which date shall not be less than thirty (30) days from the date of such notice. Fees are due to Filing Agent for all services rendered through the date of termination.
9. Notices. All notices and other communications hereunder shall be given in writing and shall be deemed to have been duly given and effective: (i) upon receipt if delivered in person or via facsimile, (ii) one day after deposit prepaid with a national overnight express delivery service, or (iii) three days after deposit in the United States mail. Either party may change the following contact information upon written notice to the other party. Notices shall be delivered or transmitted to:
If to Broker:
Phone: Fax: Email:
If to Filing Agent: 2936 Funks Road
Hatfield, PA 19440
10. Severability. If any provision of this Agreement is held to be inapplicable or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect, and the balance of the provisions shall remain unaffected, unless Filing Agent’s obligations hereunder are materially impaired, in which event Filing Agent reserves the right to terminate this Agreement.
11. Governing Law; Venue and Statute of Limitations. The laws of the State of Washington shall govern the construction and interpretation of this Agreement, without regard to the conflict of laws or choice of laws provisions thereof. Venue in any action brought with respect to this Agreement shall be in King County, Washington, and each party consents to the jurisdiction of the courts sitting therein. Except as otherwise provided in the Agreement, and unless prohibited by law, any controversy, claim or dispute must be brought by Broker within one (1) year of the date Broker is entitled to assert any such claim.
12. Dispute Resolution. If any claim, controversy or dispute between the Parties their agents, employees, officers, directors, or affiliated agents (“Dispute”) (including whether a particular dispute is subject to arbitration as provided hereunder) cannot be settled through negotiation, it shall be resolved by binding arbitration conducted in the Seattle, Washington offices of Judicial Arbitration & Mediation Services, Inc. before a single neutral arbitrator. Any award rendered shall be limited to actual damages sustained by the party in whose favor the judgment is rendered, and no consequential, incidental, punitive, exemplary or special damages shall be awarded except in connection with a breach of confidentiality obligations. The arbitrator’s award shall be final, non-appealable and binding and may be enforced in any court of competent jurisdiction.
BROKER ACKNOWLEDGES AND AGREES THAT THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO LOST PROFITS, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR TREBLE DAMAGES (“DISCLAIMED DAMAGES”), AND A JURY TRIAL. IF FOR ANY REASON THIS ARBITRATION CLAUSE IS DEEMED INAPPLICABLE OR INVALID, BROKER WAIVES ANY CLAIMS TO RECOVER DISCLAIMED DAMAGES.
13 Attorney’s Fees. If either party shall commence legal action to specifically enforce or otherwise seek redress under or for breach of this Agreement, the prevailing party in such action shall be entitled to recover its costs and reasonable attorneys’ fees therein, including costs and fees incurred in any appellate proceeding.
14. Entire Agreement. This Agreement (and all Exhibits) represents the final and entire agreement between Broker and Filing Agent and governs the services described herein and shall supersede any other agreements between the parties regarding the subject matter herein. Any amendments to the Agreement must be in writing and signed by an authorized representative of Broker and Filing Agent. Filing Agent’s failure at any time to require strict performance by Broker shall not waive or reduce Filing Agent’s right to thereafter require strict compliance with any provisions of the Agreement.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written.
ISLAND FINANCIAL INSURANCE ASSOCIATES, INC.
Gary Galeotti - President
Surplus Lines Filing Fee
A fee rate of ONE percent (1%) of the premium, with a minimum of $150.00 or such greater amount per the policy or the certificate of insurance. **
**Oregon filing fee rate $200 or (1%) of the premium, whichever is greater. A fee rate of $35 for all additional premium endorsements.
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