This agreement is made between Cennairus, LLC, a wholesale insurance broker located at 7357 International Place, Unit 101, Sarasota, FL 34240, and (your Agency ).
WHEREAS, Cennairus offers its services, through independent insurance producers ( Agents ) that seek to present insurance applications to Cennairus for their clients or prospects.
WHEREAS, Cennairus will solicit properly submitted insurance applicants for placement to certain Insurers to whom Cennairus has relationships for consideration and pricing.
WHEREAS, in consideration for insurance policies placed by Cennairus pursuant to this Agreement will be paid a commission as described further in Article III.
NOW, THEREFORE, Cennairus, Agency, their Agents and Employees hereby agree as follows:
ARTICLE I. AUTHORITY AND RESPONSIBILITIES OF AGENT
A. Cennairus hereby recognizes Agent as an insurance professional from whom Cennairus may accept requests for placement of applicants with various Insurers based on specific underwriting guidelines.
B. The Agent may solicit and properly submit insurance risks for specific lines of business to Cennairus for consideration.
C. The Agent shall act in the capacity of a sub-producer of Cennairus. Nothing in this Agreement shall be construed as granting the Agent any express or implied authority to function as a direct agent of Cennairus or any Insurer, negotiate on behalf of or bind, modify the terms of any insurance issued or incur liability on behalf of Cennairus or any Insurer represented by Cennairus.
D. The Agent and Cennairus are each independent contractors and nothing herein shall be construed to create the relation of employer and employee between Cennairus and Agent.
E. Agent warrants that it is, and shall remain during the term of this Agreement, properly licensed to conduct business in those jurisdictions in which the risks to be submitted for consideration are located and shall provide copies of such licenses to Cennairus upon request.
F. Agent is responsible for maintaining necessary state licenses and adhering to all applicable state laws, rules and regulations and following any instructions provided by Cennairus from time to time. Any changes in any license or authority required to transact business under this Agreement must be communicated to Cennairus within three (3) days of notice or receipt of any complaint from any state insurance department or any other regulatory authority.
G. Agent will deal in good faith, with loyalty and honesty and in accordance with the conditions in this Agreement.
H. Agents and employees must use reasonable efforts to make sure any and all information provided in connection with any application for insurance under this Agreement shall be true and complete to the best of their knowledge and no application contains material misrepresentations of any kind.
I. Agent understands all records on business related to any policy issued as a result of this Agreement, shall be available for inspection, audit, and any regulatory purposes for the term of this Agreement and for not less than six years after termination of this Agreement.
J. Agent warrants that it will during the term of this Agreement and until such time as its duties and obligations under this Agreement are fully and completely performed maintain (1) Errors and Omissions Liability Insurance in an amount not less than one million dollars ($1,000,000) per each event or occurrence and not less than one million dollars ( $1,000,000.00) in the aggregate.
K. During the term of this Agreement, the Agent retains ownership to all its policies placed by Cennairus which may not be used or authorize anyone else to use the records of expirations in order to sell or renew any insurance policy unless permitted by this Agreement. The agent agrees that it will not use a Broker of Record or attempt to move business originated through this Agreement which is part of any special program business for a period of two (2) years from policy inception date of each policy.
L. Agents shall have no authority to act on behalf of Cennairus or any Insurer, including without limitation: the ability to bind any insurer for Cennairus, commit to or issue binders, policies, or other written evidence of insurance on behalf of Cennairus, to adjust claims, reinstate a cancelled policy or waive any premium, modify or alter any terms of coverage or pricing.
M. Agents may gain direct access to certain programs or insurers which Cennairus has established which may be require the execution of additional agreements or addendums. This Agreement supersedes all previous agreements whether oral or written unless specified and agreed by the parties.
ARTICLE II. CENNAIRUS DUTIES AND OBLIGATIONS
A. Cennairus represents and warrants that is a company duly incorporated, in good standing under the laws of the jurisdiction of its organization and to operate its business as conducted.
B. Cennairus shall comply with all applicable federal, state and local laws, rules, and regulations relating to the operation of its business and the sale of all products, including without limitation, insurance licensing, record retention, and applicable privacy obligations.
C. Cennairus authorizes the Agent and necessary employees access to the Cennairus online Portal subject to the consent of the Portal s terms and conditions. If Cennairus authorizes Agent to use any non-Cennairus Web sites, Portals or, third-party resources which may be accessible from the Cennairus site, Agent understands that it is independent from Cennairus and that Cennairus does not control the content on that Web site.
D. Cennairus will present quotations for both new business and renewals in a timely manner and will assist the Agent in necessary activities related to the insurance coverage placed under this Agreement.
E. Cennairus carrier partners may notify policyholders of intent to cancel or nonrenew any policy for underwriting reasons, misrepresentation or nonpayment at any time permitted by law. The insurer only has the right to cancel and must notify the insured according to state laws.
ARTICLE III. PREMIUM COLLECTION AND COMMISSIONS
A. All funds collected or received by the Agent on business placed with us will be held in a fiduciary capacity. Agent further understands and agrees that such funds, whether or not co-mingled with funds belonging to any other person, firm or corporation, are at all times the property of the insurer of record and in no manner part of your assets.
B. Any funds collected by the Agent shall pay Cennairus or its Insurer the net balance to Cennairus within thirty (30) days from the date of any statement or invoice(s). Failure to pay the balance when due shall constitute a breach of this Agreement and will result in the addition of a late fee not to exceed one percent (1%) per month.
C. As full compensation for the insurance written under this Agreement and the Agent s duties under this Agreement, Cennairus agrees to pay the Agent a commission on earned premium (less taxes, fees or other non-commissionable items) on direct policies written pursuant to this Agreement.
D. Commissions may be reduced or offset by any return commissions due from, cancelations, final premium audit and/or any other return premium which may be due to the Insurer. Agent will be responsible for returning commissions back to Cennairus in the event overpayment or commissions are due back to Insurer. Commission returns will be documented and invoiced by Cennairus and will be due upon receipt.
E. Commissions to Agent may be reduced or offset for certain programs, Insurers, risk management provider, software, or Pay As You Go accounts written in conjunction with a third party, payroll processor or other Cennairus approved party. Fees charged by third parties are not a part of this Agreement and will not be reflected in commissions paid to the Agent. Any Fees charged by Cennairus will not be shared with the Agent unless agreed in writing prior to the acceptance of product, service or insurance.
F. Commissions will vary by coverage type and Insurer unless agreed in writing prior to the acceptance of coverage.
AUTHORIZED LINES OF BUSINESS AND COMMISSION RATES
This Schedule supersedes any existing or prior commission schedule between Agency and Cennairus. The agents
Authorized Lines of Business Commission Rate
Commercial Package including BOP |
10.0% - 15.0% |
Workers Compensation (less than $50,000) |
4.00% - 10.0% |
Workers Compensation (greater than $50,000) |
Negotiated |
Commercial Auto/Garage |
10.0% |
Commercial General Liability |
Negotiated |
Cyber Liability |
13.0% |
Professional Liability |
13.0% |
ARTICLE IV. TERMINATION
A. This Agreement shall be effective indefinitely. Any party to this Agreement may terminate the Agreement upon written notice. Notice shall be in writing sent by overnight delivery or certified mail, return receipt requested.
B. Cennairus may terminate this Agreement for cause with immediate effect by providing written notice to the Agent if (a) any authority cancels or declines to renew the Agents license, (b) the Agent fails to comply with any term or obligation under this Agreement, (c) the Agent is or has engaged in any act of fraud, willful misconduct or gross negligence, (d) in the event of the Agents bankruptcy, insolvency, liquidation, sale or assignment or change in control of ownership.
C. In the event of termination, the rights, duties and obligations as set forth in the Agreement shall continue with respect to those policies that remain in force if the Agent has rendered timely accounts and payments of all undisputed premium amounts due to any Insurer.
ARTICLE V. INDEMNIFICATION
Each party will indemnify the other and hold the other harmless for any civil liability, loss, damage expense, including reasonable attorney's fees, arising out of or incurred in connection with claims or demands for damage relating to the advertising, solicitation, processing or placement of Insurance Business pursuant to this Agreement, except to the extent such act or omission is caused by the gross negligence, intentional or willful misconduct of the other party.
ARTICLE VI. PRIVACY AND DATA CONFIDENTIALITY
A. Cennairus and the Agent shall not disclose or use any nonpublic personal information related to any policyholder, except as necessary to carry out its duties and obligations under this Agreement or otherwise permitted under applicable law.
B. Agent is solely responsible for maintaining the security and integrity of Cennairus or Insurers electronic systems. You shall secure any login or password information provided to you and shall ensure that only authorized personnel have access to our systems and that it is only used for its intended purpose within the context of this Agreement. All proprietary rights in intellectual property contained in our electronic systems will be and remain our exclusive property.
C. At all times during this Agreement, each party shall maintain a cybersecurity program that complies with any jurisdiction or state requirements.
D. It is your responsibility to ensure that you and your staff are aware of the sensitive and proprietary nature of the information provided by our systems.
ARTICLE VII: GENERAL PROVISIONS
A. If any provision of this Agreement is determined to be invalid under or in conflict with the laws or regulations of any jurisdiction, the remainder of this Agreement shall not be affected by said invalidity or conflict.
B. Neither this Agreement nor any of the commissions or benefits hereunder may be pledged, assigned or transferred, either in whole or in part, without the prior written consent of Cennairus.
C. This Agreement may be amended in a writing signed by both parties
D. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflicts of laws principles.
IN WITNESS HEREOF , the parties hereto have executed this Agreement as of the day and year first written above and agree that the undersigned have authorization to execute this agreement.
CENNAIRUS, LLC
Signature for Cennairus, LLC
Agency
By (Print Name of authorized agency representative)
Signature of authorized agency representative.