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EXHIBIT 10.40
Millers Mutual Fire Insurance Company
Millers Integrated Claims Resources, Inc.
Management Agreement
SPECIFIC CONDITIONS
This agreement is entered into between Millers Mutual Fire Insurance Company,
having its principal office at 000 Xxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx (Millers)
and Millers Integrated Claims Resources, Inc. (MICR), having its principal
office at 000 Xxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx.
Millers and MICR do hereby agree to the following conditions:
1. This agreement covers operations of MICR in all states.
2. The services to be provided shall be in accordance with Texas laws and
shall apply to management services provided to MICR by Millers
including but not limited to marketing, accounting, personnel and
administrative services.
3. MICR shall pay Millers a management fee for services provided based upon
a monthly fee of $200,000 plus a fixed percentage of MICR's pretax
income, to be determined annually. Millers will xxxx for services
monthly and monies are due Millers from MICR within 30 days of billing
date.
4. This contract is to provide services for the period commencing July 1,
1995 through June 30, 1996. Millers and MICR agree that unless one of
them gives notice to the other in writing received at least 60 days in
advance of the contract period, this contract will automatically renew
for a new contract period equal in duration to the contract period
described herein, commencing on July 1 of each year.
5. All services to be performed by Millers will be rendered to MICR in a
professional manner, subject to the supervision, standards and needs of
MICR.
6. The General Conditions are made apart hereof as though fully set out
herein.
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Millers Mutual Fire Insurance Company
Millers Integrated Claims Resources, Inc.
Management Agreement
Page 2
GENERAL CONDITIONS
I. MILLERS' OBLIGATIONS UNDER THE CONTRACT:
A. Millers shall perform, to the extent requested by MICR
management, administrative and support services for and on
behalf of MICR, as MICR may determine to be reasonable and
necessary in the conduct of its business. Such services shall
include, but are not limited to personnel, legal, banking,
investment, financial, payroll, accounting and recordkeeping,
marketing and sales, management information, and electronic
data processing.
B. Millers shall make available, to the extent requested by MICR,
facilities and equipment as MICR may determine to be reasonably
necessary in the conduct of its business. Such facilities and
equipment shall include but are not limited to electronic data
processing equipment, business property and communications
equipment, in all cases whether owned or leased.
C. In providing any services hereunder that require the exercise
of judgment, Millers will endeavor to perform any such service
in accordance with any reasonable and appropriate standards and
guidelines.
II. MICR'S OBLIGATION UNDER THE CONTRACT:
A. To pay Millers the management fee in the amount and in the
manner prescribed by the Specific Conditions.
B. To comply with all other terms and conditions in the General
Conditions of this contract.
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Millers Integrated Claims Resources, Inc.
Management Agreement
Page 3
III. CANCELLATION OF CONTRACT:
Cancellation of this contract without cause shall constitute a breach. This
contract may be cancelled with cause in the event of default in any material
term of this contract or in the event that there exists other reasons legally
constituting cause by either party giving to other party written notice setting
forth the reason for the cancellation and the date upon which cancellation is to
be effective.
In the event of cancellation by MICR or Millers with or without cause, Millers
must pay MICR the balance of any monies owed to MICR within 30 days of the
effective date of cancellation.
IV. GENERAL PROVISIONS
Execution of this contract by signing the Specific Conditions which are part of
this contract shall constitute agreement by both parties to all of the terms
set forth in these General Conditions including the following:
A. The provisions of this contract are for the sole benefit of the parties
named herein.
B. Either party will not be liable to any person not a party to this
contract for loss, liability, damage, or expense. Both parties agree
to hold the other party harmless for extra contractual liabilities or
losses in excess of policy limits arising out of their acts.
C. This contract may not be assigned without prior written consent and
the General Conditions and Specific Conditions contain the entire
agreement by and between the parties with respect to the services
described herein.
In witness whereof, this Agreement is executed to be effective the 1st day of
January, 1996.
Millers Mutual Fire Insurance Company Millers Integrated Claims Resources, Inc.
By: By:
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