A. Broker is an independent contractor. Nothing in this agreement shall be construed to create the relation of employer and employee between Allied and Broker

B. Broker agrees that, except with prior written authorization by Allied, Broker has no authority:

1. to issue binders, policies, endorsements or insurance certificates or to otherwise bind coverage on behalf of Allied;

2. to waive or extend any condition of a policy or application or to make, alter, vary or discharge any policy contract;

3. to make representations on behalf of Allied including, but not limited to representations regarding the application of coverage to specific situations;

4. to extend time for payment of premiums;

5. to insert any advertisement regarding Allied in any publication whatsoever or to issue or to cause to have issued any letter, circular, pamphlet, or other publication or statement referring to Allied;

6. to incur any liability on behalf of Allied; and/or

7. to act in any way as an agent of Allied.

C. Broker will provide all the usual and customary services of a Broker on all business transacted under this agreement and shall pay all expenses with respect to the performance of Broker’s duties hereunder.

A. Premiums and Accounts

1. Allied authorizes Broker to collect premiums on contracts of insurance tendered by Broker and accepted and issued by Allied under this Agreement. Broker agrees to act in a fiduciary capacity for Allied with respect to all premiums on business written by Allied and to keep all such premiums separate and apart from all other moneys belonging to Broker in a separate trust account. The acceptance of premiums by the broker from the insured shall not constitute payment to Allied.

2. Broker shall accept Allied’s monthly billing statement. Each such statement will include policy numbers, names of insureds, premiums or return premiums, and commission allowance and will show the net balance due on each individual item of insurance listed in the statement. The net balance shown as due for a particular item of insurance shall be paid by Broker to Allied within 30 days from the date of the statement, or if separately invoiced, upon receipt of the invoice. Any such separate invoices shall be deemed received by you:

A. five (5) days from the date following the date of mailing if sent by regular U.S Mail,

B. if delivered by personal service, facsimile, or electronic transmission, then on the date thereof, or

C. if by overnight delivery, then on the following day.

In no event shall the payment by Broker of the net premium due on particular coverage bound by Allied be contingent upon the issuance of a policy.

3. Broker hereby guarantees the payment of all premiums due Allied on insurance bound or written hereunder, whether or not they are collected by Broker except when they are financed.

4. Anything heretofore or hereafter to the contrary notwithstanding, in the situation where premium for a policy or policies, which have been issued, cannot be fully determined in advance and where an adjustment or determination, after a specific time period, by audit, or otherwise, shall have been made, then the amount of such additional premium due shall be paid by the Broker to Allied within thirty (30) days after such additional amount shall have been determined and billed to the Broker. We will assume responsibility for collecting any additional amounts due on audit premiums, if you request in writing that we collect those premiums directly you must make this request in within (30) days after the billing date shown on the audit statement. If Allied collects such premium broker shall receive no commission on premium Allied collected.

5. Nothing in this Agreement shall be construed as limiting or restricting the right of Allied to decline to accept any insurance application or to cancel any binder, policy or contract of insurance issued under this Agreement in accordance with the cancellation provisions of such binder, policy or contract. Broker shall not be entitled to credit for any flat cancellation unless expressly agreed to in writing by Allied.

B. Commissions

1. Allied shall pay Broker a commission on each policy written and paid for under this Agreement at a rate of commission from time to time as determined by Allied. In any case where return premium is due to an insured, Allied will pay Broker the return premium due to the insured, net of the original commission earned. Broker agrees to pay to the insured, or other appropriate party for the benefit of the insured, the full return premium due. Broker shall return commissions to the insured on any return premiums at the rate originally allowed when the policy in question was written or renewed, including but not limited to return premiums on cancellations ordered or made by Allied, regardless of whether or not Broker has collected the premium. Notwithstanding the above, if a premium finance company has paid premiums, which are to be returned, we may, at our option, pay return premium directly to the premium finance company.

2. Broker shall be solely responsible for all commissions or fees that Broker is required to pay to subproducers and/or countersigning agents. Allied shall incur no liability for any such commissions or fees.

Broker agrees to do everything possible to safeguard the interest of Allied and it’s carriers and shall immediately report to Allied with full details any fact, occurrence, or incident that may result in a claim or loss or increased risk of loss and shall cooperate fully with Allied and it’s carriers to facilitate the investigation, adjustment, settlement, and/or payment of any claim when and as required by Allied. Broker will assist Allied in the collection of any deductible due from the insured.

A. Allied expressly recognizes that Broker is the owner of the records and expirations of the insurance business transacted under this Agreement. Broker agrees to keep complete records and accounts of all such transactions. At the request of Allied, Broker will permit Allied to inspect and/or audit all such records and accounts wherever they may be located. If Broker contracts with other parties with respect to the insurance business transacted under this Agreement, Broker will require such parties to permit Allied to inspect or audit all records and accounts of such parties relating to such business. Allied may make such inspection or audit directly or through persons designated by Allied.

B. When this Agreement is terminated, if Broker has not properly accounted for and paid all premiums owed to Allied, the ownership of the records and expirations to the extent necessary shall vest in Allied, which shall have the sole right to use and control them to meet the of Broker’s obligation to Allied unless Broker provides other security acceptable to Allied.

Both parties to this agreement warrants and represents they are to hold the appropriate current and valid license(s) issued by the state in which any risk submitted under this Agreement is located and that said license will he maintained in force for the duration of the Agreement. Broker will comply with any and all laws and regulations governing the conduct of business that is subject of this Agreement.

The forbearance, neglect, or failure by Allied to enforce any or all of the provisions of this Agreement or to insist upon strict compliance by Broker shall not be construed as a waiver of any rights or privileges of Allied. A waiver of a past act or circumstance shall not constitute or be a course of conduct or waiver of any subsequent action, circumstance, or enforcement of any provision of this Agreement

A. The Broker warrants and represents to Allied that the Broker now has in force and effects a valid and binding contract of liability insurance covering the Broker for damages occasioned by errors or omissions alleged to have been caused by the Broker. The Broker further warrants and represents that the premium for said policy has been fully paid and that the Broker shall keep such policy, or one similar thereto, in full force and effect at all times during the continuance of the Agreement. Broker’s present liability insurer, policy number, inception date, expiration date and limit of coverage are as follows:

Present liability Insurer	, Policy Number ,	Inception Date ,	Inception Date ,
Limit of Coverage

B. While this Agreement is in effect and after termination, you agree to indemnify and hold harmless us, our parent, subsidiaries and affiliates, successors, assigns, legal representatives, agents, and employees from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, suits, costs, expenses, disbursements, fees or fines (including, without limitation, attorney’s fees and expenses incurred in defending against any of the foregoing) of any kind and nature whatsoever that arise from:

Such acts and or omissions include without limitation:

1. any violation or alleged violation of law governing business transacted under this Agreement, regardless of whether such violation is committed or allegedly committed by Broker and/or any subproducer of Broker and,

2. any unauthorized advertisement, publication, or statement by Broker and/or any subproducer of Broker.

C. While this Agreement is in effect and after termination, we agree to indemnify and hold harmless you, your parent, subsidiaries and affiliates, successors, assigns, legal representatives, agents, and employees from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, suits, costs, expenses, disbursements, fees or fines (including, without limitation, attorney’s fees and expenses incurred in defending against any of the foregoing) of any kind and nature whatsoever that arise from the negligent, grossly negligent, willful, and/or intentional acts by us and/or our employees, agents, brokers, producers, subproducers, and/or other persons for whom we are legally responsible.

D. If a claim is made or suit is brought against either party to whom indemnification is owed by the other party under this Agreement, the indemnified party will provide to the indemnifying party:

1. Prompt written notice of claim,

2. Full authority to defend and/or settle the claim, and Reasonable assistance in the defense of the claim.

The indemnifying party shall have the option to provide the defense or to participate in the defense of the indemnified party.

E. If anyone makes a claim or files a suit against you based on our alleged error or omission, you must notify us orally and in writing within five (5) business days of your discovery of the claim. Except at your own expense, you will not admit liability, make any payment, or incur any costs without prior written consent.

F. If Broker fails to perform duties required of Broker under this Agreement, including hut not limited to, Broker’s duty to collect and remit premiums and to pay surplus lines taxes, and if Allied finds it necessary to perform such duties, Broker shall indemnify Allied for all costs and expenses, including reasonable attorneys’ fees, incurred by Allied as a result.

A. Either party may cancel this Agreement at any time by giving 60 day written notice to the other party, stating when the cancellation shall be effective. After the effective date of cancellation, unless Allied directs otherwise, Broker shall complete the collection of premiums and account to Allied for all premiums, commissions, and other transactions unaccounted for on the date of cancellation or arising thereafter with respect to outstanding insurance.

B. In the event Broker sells, merges or in any other way changes its present ownership and composition, Broker so shall advise Allied in writing providing reasonable details as to any such change; Allied shall then have the right to immediately terminate (or to continue) this Agreement upon written notice to Broker. No such change shall alter or avoid accrued obligations under the terms hereof.

Unless otherwise specified in this Agreement, all notices required or permitted under this Agreement shall be in writing and shall he effective upon mailing to the other by United States mail, postage prepaid, certified or registered mail with return receipt requested; transmitting by facsimile with confirmation; or sending by recognized courier, addressed to the other as indicated below or to such other address as the parties shall designate. Unless otherwise provided herein, such notices shall be:

1. deemed received

A. five (5) days from the date following the date of mailing if sent by regular U.S. Mail,

B. if delivered by personal service or facsimile, then on the date thereof, or

C. if by overnight delivery, then on the following day; and

2. delivered to the following (as confirmed by the records of the sending party):

A. A. If to Broker, then to address shown on the first page of this Agreement to the attention of “President”, or

B. if to us, then to: Allied Insurance Brokers, Inc.
2205 Warwick Way, Suite 320
Marriottsville, MD 21104

The Agreement represents the entire agreement of the parties. It supersedes all previous Broker Agreements, whether oral or written, between Allied and Broker, and it may not be altered, changed or amended by either party, except as authorized in writing by Allied. This Agreement shall be binding upon the parties and their respective and permitted successors and assigns.

This Agreement shall be interpreted and enforced in accordance with the laws of the State of Maryland, the courts of Maryland to have exclusive jurisdiction over the parties with respect to business done hereunder.

This Agreement may not be changed or modified except in writing and signed by the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by duly authorized signatories as of the Effective Date.