THIS AGREEMENT, effective as of Wednesday, March 29, 2023
by and between Cennairus, LLC, a Florida
Limited Liability Company (“Company”) located at 7357 International Place, Unit 101, Sarasota, Florida 34240 and
(“Agent”).
WHEREAS, Agent seeks to submit applicants for placement by Company with various insurance companies (Insurers)
for which Company is an appointed broker; and WHEREAS, Company is willing to consider placing risks
properly requested by Agent with such insurance companies. NOW, THEREFORE, in consideration of the mutual
promises and agreements herein contained, the parties hereby agree as follows:
ARTICLE I. AUTHORITY OF AGENT
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Company hereby recognizes Agent as an insurance professional from whom Company may accept requests
for placement of applicants with various Insurers.
- Agent has no authority to bind any risk on behalf of Company or Insurer represented by Company.
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Company and Agent are each independent contractors and nothing here in shall be construed to create the
relation of employer and employee between Company and Agent.
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Agent agrees that it will not use a Broker of Record to take business originated through this agreement including
any special program business for a period of two (2) years policy inception date.
ARTICLE II. COMPENSATION OF AGENT
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As full compensation for the insurance written under this Agreement and the Agent’s duties under this
Agreement, the Company agrees to pay the Agent a commission on earned premium (less taxes, fees or other
non-commissionable items) on direct policies written under this program.
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Commissions may be offset by any return commissions due from, cancelations, final premium audit and/or
any other return premium which may be due Insurer. Agent will be responsible for returning commissions
back to Company in the event overpayment or commissions are due back to Insurer. Commission returns
will be documented and invoiced by Company and will be due upon receipt.
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Compensation to Agent may be offset or reduced for “Pay As You Go” accounts written inconjunction with a
third party, payroll processor or other approved party.
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Premiums which generate less than $250.00 in annual commission may be subject to servicing fees
which will be assessed against agent’s commission account for abandoned accounts or excessive servicing
by Company.
ARTICLE IV. OBLIGATIONS OF AGENT
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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 Company upon request.
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Agent warrants that it will during the term of this Agreement and until such time as its dutiesand obligations
under this Agreement are fully and completely performed. (i) maintain Errorsand Omissions Liability
Insurance coverage provided by an insurer rated “A” or better by A.M.Best Company with limits of liability of
not less than $1,000,000.00 (“Agent’s E&O Coverage”).
ARTICLE V. TERMINATION
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This Agreement shall terminate automatically without notice if the Agent’s authority to engage in an insurance
business is terminated or suspended by any public authority.
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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.
ARTICLE VI. INDEMNIFICATION
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Company shall indemnify and hold Agent, its officers, employees and agents harmless against any and all
liability, loss, expense, including reasonable attorney fees, or claims for injuries or direct damages
(not including consequential or punitive damages) arising out of Company’s performance of this
Agreement,but only in proportion to and to the extent such liability, loss or expense, attorney fees, or
claims for injury or direct damages are caused directly by or result from the negligent or intentional acts
or omissions of the Company, its officers, employees or agents.
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Agent shall indemnify and hold Company, its officers, employees and agents harmless against any andall
liability, loss, expense, including reasonable attorney fees, or claims for injuries or direct damages
(not including consequential or punitive damages) arising out of Agent’s performance of this Agreement,
but only in proportion to and to the extent such liability, loss or expense, attorney fees, or claims for injury
or direct damages are caused directly by or result from the negligent or intentional acts or omissions of
Agent, its officers, employees or agents.
ARTICLE IX: GENERAL PROVISIONS
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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.
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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 the Company.
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This Agreement may be amended by the Company by giving the Agent (30) days prior written notice.
The Agent does not need to sign an amendment or acknowledge receipt of said amendment in order for
it to be effective.
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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.
