This Agreement is made and entered into by Lightsail Insurance Services LLC., (“Broker”) a Delaware corporation and you, a licensed retail agent (“Agent”) (each a “Party” and collectively “Parties”).
Broker is a licensed property and casualty and excess surplus lines broker and in the business of placing contracts of insurance with various insurers (“Insurance Carriers”) who may or may not be admitted for business in the resident state(s) of the Agent’s customers (“Insureds”). Agent is a licensed property and casualty agent in good standing in each state where it conducts business, and hereby requests Broker to obtain coverage for the Agent’s Insureds.
Section 1. Agent’s Authority
Agent is not an agent for the Broker. Agent shall have no authority to make representations or to accept or bind risks on behalf of Broker or any Insurance Carrier(s). Agent shall not waive, alter, modify or change any of the terms, rates or conditions of any policy of insurance (“Policy” or “Policies”) issued pursuant to this Agreement.
Section 2. License of Broker/Errors and Omissions
Agent warrants that s/he is duly licensed as a property and casualty insurance agent in each state where Agent transacts business. Agent shall maintain, for two years from the date of this Agreement, an insurance agents’ Errors and Omission as well as a General Commercial Liability Policy, each with limits of no less than $1,000,000 per occurrence and $1,000,000 annual aggregate, issued by any insurer rated “A” or better by A. M. Best.
Section 3. Payment Responsibilities:
- Agent shall be obligated to pay all premiums, fees and applicable taxes when due with respect to Policies, whether or not the same has collected from the Insured.
- All premiums, including return premiums, (“Premium”) received by Agent pursuant to this Agreement is the property of Broker. Agent shall hold such Premium in a fiduciary capacity, for Broker, in a separate FDIC member bank account until payment is remitted to Broker. Agent shall not commingle any Premium with any personal or business funds.
- Agent may deduct his/er Commission (defined below) from Premium only if s/he is not in default of any obligations under this Agreement.
- If any Insured defaults in payment of Premium and/or tax, Broker shall have the right to collect the same from the Insured. Broker’s collection efforts shall not relieve Agent of any obligation to pay the same. Agent will not receive Commissions on any (i) uncollected premium or (ii) where the Broker or Insurance Carrier(s) took over collection.
- Broker shall be entitled to reimbursement from the Agent for all costs incurred in its efforts to collect unpaid Premium. Broker shall be entitled to reimbursement for any penalties levied by any regulator or Surplus Lines Association due to Agent’s failure to timely remit any taxes or fees.
- Agent may prepay Premium and taxes due with respect to any Policy at the time it is bound. All additional Premium generated, by endorsement or audit, will be Broker Agency billed, and Agent shall pay Broker in accordance with section 3.B, below.
- Agent may request that Broker undertake collections of Premium and taxes under any Policy.
Direct Billed PoliciesFor business that is direct billed, Agent agrees as follows:
- Insurance Carrier or Broker directly bills Insured for Premium, taxes and fees.
- Insured remits payment directly to Insurance Carrier or Broker.
- Broker pays Agent a commission, a percentage of Premium determined by Broker and disclosed to prior to binding, on each Policy written for Agent’s Insureds (“Commission”) within 45 days of Broker’s receipt of payment.
- Agent is obligated to pay return commission to Broker, at the same rate as Agent’s commission, on any return Premium due to adjustments, cancellations, reductions or otherwise, within 45 days of receipt of such request.
Agency Billed PoliciesFor agency billed business, Agent is liable for all sums payable to Broker on Agent’s own and its Insureds behalf. Agent shall pay to Broker balances due on all certificates, policies, retrospective adjustments and other sums owed relating to insurance arranged by Broker for Agent’s Insureds, as follows:
- Agent will pay Broker, regardless of the collectability or collection status, the Net Premiums (defined below) due (including applicable taxes), as reflected in Broker invoice(s), no later than twenty (20) days after the effective date of coverage, or on endorsements no later than twenty (20) days after receipt of Broker invoice. Net Premiums are defined as the policy premium and applicable taxes, less the Agent’s Commission.
- Agent may be relieved of responsibility to pay additional Premium resulting from a retrospective Premium adjustment or audit, if after Documented Effort on the part of the Agent to collect such additional Premium, the Agent notifies Broker within fifteen (15) days of receipt of the invoice or request for such additional Premium, Agent cannot collect such Premium. Documented Effort consists of two (2) written attempts, and one (1) documented telephonic attempt to collect such additional Premium.
- Agent will be obligated to pay return commission at the same rate as Agent’s Commission, on any return Premium due to adjustments, cancellations, reductions or otherwise, within 45 days of request for return Premium. Broker shall have the right to offset any outstanding return commission or adjustment from any monies due Agent.
Financed PoliciesAgent will be responsible for notifying Broker of any Insured’s Policy financed by or through Agent.
Section 4. Agent Commissions
Broker will pay, as commissions, to Agent a percentage of the collected premium, net of surplus taxes and stamp duty, received by Broker at the rate of 17.5%, provided Agent has paid all amounts due Broker and is in compliance with the terms and conditions of the Agreement.
- Agent acknowledges that Broker reserves the right to modify the commission rates set forth above, at any time.
- Agent agrees to promptly return to Broker all commissions at the same rate as paid Agent on all return premiums, including for cancellations. Agent may charge the insured a broker fee where permitted by law in addition to the compensation due Agent.
- Agent shall be responsible for all taxes, charges and assessments on amounts received by Agent as commissions under this Agreement.
Section 5. Cancellations of Insurance
Nothing contained herein shall be construed to limit or restrict any Broker or Insurance Carrier(s) right of cancellation in any binder, cover note, or Policy, including the right to cancel or rescind the Policy. Cancellation or rescission of a Policy terminates Agent’s right to any future Commissions. Agent shall not be entitled to any flat cancellation. In the event of cancellation, Agent shall be liable to Broker for any earned Premium, taxes and fees.
Section 6. Claims
Agent agrees to promptly report to Broker any fact, occurrence or incident that may result in a claim, loss or increased risk of loss under any Policy and immediately notify the Broker of any loss, claim or occurrence, upon discovery. Agent has no authority to handle, negotiate or settle claims.
Section 7. Inspections and Adjustments
Broker shall have the right to audit any Policy and inspect Agent’s books and records in connection therewith. Agent shall promptly report and pay Broker any additional or return premiums that may be due as a result of any adjustments.
Section 8. Confidentiality.
The terms and conditions of this Agreement are confidential between the parties and shall not be disclosed to anyone else, except as shall be necessary to effectuate its terms. Any disclosure in violation of this section shall be deemed a material breach of this Agreement. Broker shall keep the Insureds’ information confidential and will not use, disclose or share such information except as required by law or in connection with any contract between Broker and any insurance company.
Section 9. Intellectual Property
“Broker IP” means Broker's trademarks and/or service marks, certain documents, software and other works of authorship, other technology, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information, and any other data, information and/or material provided by Broker to Agent. Agent shall not disclose, imitate, reverse engineer, or otherwise access or use any Broker IP, except in the performance of this Agreement.
Section 10. Indemnification
Agent agrees to indemnify and hold harmless Broker and its officers, directors, agents and employees from and against any and all claims, suits and demands of every kind and nature, including any and all actions, suits, judgments, losses, damages, costs, attorney's fees and expenses arising out of or in connection with:
- Agent's violation of any law and/or regulation;
- Agent's material breach of any term of this Agreement;
- Agent's negligent or wrongful acts or omissions; or
- Criminal acts of Agent or personnel under Agent’s supervision.
Section 11. Arbitration
Any dispute or difference between the parties arising from or relating to this Agreement, including its formation or validity, shall be submitted to a three-member arbitration panel. Each Party shall appoint an arbiter within thirty (30) days of the date of a demand for arbitration. The two Party-named arbitrators shall select an Umpire or in accordance with the AAA rules. The organizational meeting and hearing shall be held in San Francisco, CA and the proceedings shall be conducted in accordance with the AAA Rules and Procedures, unless the parties mutually agree otherwise. Each Party shall bear the expense of its own arbitrator and shall jointly and equally bear with the other Party the expense of the third arbitrator (umpire) and of the arbitration.
Section 12. Other Provisions
- Waiver: No failure by either Party to require performance by the other Party of any provisions hereof shall be a waiver of such provisions and no waiver or amendment of any provision hereof shall be effective unless in writing.
- Entire Agreement: This Agreement constitutes the entire agreement of the Parties and supersedes all prior agreements, whether written or oral.
- Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Colorado.
- Notice: Any notice pursuant to this Agreement shall be delivered by electronic mail to email@example.com.
Execution of this Agreement constitutes full agreement and understanding between the parties with respect to each of the sections above. Agent acknowledges that he or she is doing business with Lightsail Insurance Services LLC. in an individual capacity, and he or she must personally sign the Agreement in his or her own name.