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EXHIBIT 10.41
1994 MOMED HOLDING CO. PROXY STATEMENT
RECIPROCAL ASSISTANCE AGREEMENT
This RECIPROCAL ASSISTANCE AGREEMENT dated as of July 21, 1994 (the
"Agreement") by and between MISSOURI STATE MEDICAL ASSOCIATION, a Missouri
not-for-profit corporation ("MSMA") and MISSOURI MEDICAL INSURANCE CO., a
Missouri corporation ("MOMEDICO").
W I T N E S S E T H:
WHEREAS, it is in the best interests of MSMA that there be always
readily available to members of the medical profession in the State of Missouri
professional liability insurance and risk management products and services; and
WHEREAS, MOMEDICO has been formed for the purpose of and now makes
available to members of the medical profession in the State of Missouri,
professional liability insurance and other risk management products and
services; and
WHEREAS, MSMA and MOMEDICO desire to cooperate and provide assistance
to one another in an effort to insure that professional liability insurance and
other necessary risk management products and services will continue to be
available at an appropriate cost to members of the medical profession in the
State of Missouri; and
WHEREAS, MSMA and MOMEDICO wish to provide such cooperation and
assistance as provided herein.
NOW, THEREFORE, in consideration of the mutual promises, premises, and
obligations of the respective parties set forth herein, it is hereby covenanted
and agreed as follows:
1. During the term of this Agreement MSMA shall (a) list MOMEDICO
in MSMA's resource directory as a provider of authorized member services, (b)
include MOMEDICO in its list of vendors to MSMA, (c) place and maintain
MOMEDICO in any and all MSMA lists of endorsed providers of member services,
(d) provide MOMEDICO with as great an opportunity for selection of booths
designated as available for professional liability insurers at all conventions
sponsored by MSMA (which include professional liability insurers) as any other
professional liability insurer, (e) nor more than six (6) times per calendar
year unless otherwise agreed by the parties, provide to MOMEDICO, within twenty
(20) days after receipt of a written request therefor, mailing labels for MSMA
members, and (f) refer inquiries regarding professional liability insurance and
risk management matters to MOMEDICO.
2. During the term of this Agreement, MOMEDICO agrees that it
will (a) allow MSMA to list MOMEDICO as a provider of authorized member
services in each resource directory published by MSMA, (b) permit MSMA to
include MOMEDICO in its list of vendors to MSMA, (c) respond with due diligence
to all inquiries regarding professional liability insurance and risk management
matters received directly from members of or by referral from MSMA, (d)
participate in conventions sponsored by MSMA which include professional
liability insurers by staffing a booth at such conventions which shall provide
information regarding professional liability insurance and risk management
products and services provided by MOMEDICO, (e) make presentations with respect
to professional liability and risk management issues at all seminars and
conferences sponsored by MSMA which address such subjects, and (f) pay to MSMA
within thirty (30) days of invoice reasonable charges by MSMA for the provision
of MSMA member mailing labels, such charges not to exceed $.10 per label.
3. The term of this Agreement shall begin immediately upon
approval of this Agreement by the MOMED stockholders at their annual meeting to
be held on August 16, 1994, and shall expire sixty (60) months thereafter.
Notwithstanding the foregoing, this Agreement shall not become operative,
despite approval by the MOMED stockholders at their annual meeting, if this
Agreement has not been approved by the Executive Committee of MSMA on or before
August 1, 1994.
4. Any and all notices or other writings that are required or
permitted under any of the provisions of this Agreement shall be in writing and
shall be deemed sufficiently given if mailed by certified Mail addressed to the
party concerned as follows:
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If addressed to MSMA:
Missouri State Medical Association
000 Xxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxxx Xxxx, Xxxxxxxx 00000
Attention: President
with a copy to:
Xxxxx Xxxx
Xxx Xxxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxx X. Xxxxx, Esq.
If addressed to MOMEDICO:
Missouri Medical Insurance Co.
0000 Xxxxxx Xxxxxxxxx, Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000
Attention: President and Chief Executive Officer
with a copy to:
Xxxxx, Xxxx & Fingersh
000 Xxxxx Xxxxxxxx, Xxxxx 0000
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxx X. Xxxxxxxxx, Esq.
or any other addresses of which either party shall notify the other in writing.
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IN WITNESS WHEREOF, the parties hereto have caused this Reciprocal
Assistance Agreement to be executed as indicated below.
MISSOURI STATE MEDICAL ASSOCIATION
By:
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Title:
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Date:
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MISSOURI MEDICAL INSURANCE CO.
By:
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Title:
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Date:
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