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EXHIBIT 10.29
MARKETING AGREEMENT
THIS MARKETING AGREEMENT ("hereinafter Agreement") is entered into on
this 14th day of November, 1997, by and between FIRST COMMUNITY INSURANCE
COMPANY, (hereinafter "FCIC"), with its principal offices located at 000
Xxxxxxx Xxxxxx, Xx. Xxxxxxxxxx, XX 00000, and NOBEL INSURANCE COMPANY
(hereinafter "Nobel"), with its principal offices located at 0000 X.X.X.
Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000-0000.
WHEREAS, Nobel is pleased with the service rendered by FCIC as a Write
Your Own (hereinafter "WYO") servicing carrier for the National Flood Insurance
Program (hereinafter "NFIP") and wishes to endorse FCIC as its exclusive "flood
insurance carrier of choice";
WHEREAS, FCIC wishes to act as the NFIP servicing carrier for certain
independent agents currently writing non-flood insurance business with Nobel
("Independent Agents"), and Nobel wishes to offer FCIC's services to these
Independent Agents;
NOW, THEREFORE, FCIC and Nobel, in consideration of the covenants and
agreements contained herein and in further consideration of the benefits and
advantages flowing from each to the other, covenant and agree as follows:
I. NOBEL'S OBLIGATIONS:
A. Nobel shall endorse FCIC as a WYO servicing carrier for the
NFIP and shall communicate to Independent Agents that FCIC is
the "flood insurance carrier of choice".
B. Nobel shall lend support to FCIC's personnel in the training
of Independent Agents involved with the NFIP.
C. Nobel shall assist FCIC in enlisting Independent Agents to act
as agents for FCIC. Independent Agents may enlist as FCIC's
NFIP agents by executing a Flood Insurance Agreement and an
Excess Flood Insurance Agreement. A copy of the Agreements are
attached hereto as Exhibit "A" and Exhibit "B", respectively.
Nobel shall promptly forward to FCIC any signed and executed
Flood Insurance and Excess Flood Insurance Agreements,
received by them directly, upon execution.
D. Nobel shall have no authority to bind FCIC on any risk.
II. FCIC OBLIGATIONS:
A. As full and complete payment of the services provided by
Nobel hereunder, FCIC shall pay to Nobel a management fee of
five (5%) percent of the net direct written premium on flood
insurance business, and excess flood insurance business,
generated by Independent Agents who had previously executed
the attached Flood Insurance and Excess Flood Insurance
Agreements. The above management fee shall be in addition to
any fee or commission on new business and subsequent renewals
paid to any Independent Agents pursuant to their individual
Flood Insurance and Excess Flood Insurance Agreements.
Notwithstanding the foregoing, the management fee paid to
Nobel and any commission paid any individual Independent
Agent shall not exceed 20% of net direct written premium.
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B. Nobel shall only be entitled to a management fee on business
generated by Independent Agents whose Flood Insurance and
Excess Flood Agreements have been received and duly processed
by FCIC, under this Agreement.
C. FCIC shall pay Nobel one half (1/2), currently totaling
1.65%, of all allocated catastrophe fees paid to FCIC
pursuant to any numbered catastrophe claim that is generated
by business specifically produced by Nobel and Independent
Agents, under this Agreement.
D. FCIC shall pay Nobel a marketing fee of five ($5.00) for each
new business flood insurance application submitted by an
Independent Agent via the Flood Writer(R) rating disk or
through agency interface.
III. TERMINATION
A. This agreement shall be for a period of two (2) years,
commencing upon the execution of this Agreement.
B. This Agreement may, at the option of Nobel, be terminated for
cause in the event that FCIC fails to perform any of the
terms and conditions of this Agreement and such failure
continues for a period of ninety (90) days after written
notice has been given by Nobel to FCIC specifying the nature
of the default(s).
IV. INDEPENDENT CONTRACTOR
FCIC and Nobel agree that Nobel shall act as an independent contractor
in the performance of its duties under this Agreement. Accordingly,
Nobel shall be responsible for payment of all taxes including Federal,
State, and local taxes arising out of Nobel's activities in accordance
with this Agreement, including, by way of illustration but not
limitation, Federal and State Income Tax, Social Security Tax,
Unemployment Insurance Tax and other taxes or business licenses as may
be required.
V. NON-COMPLETE
During the term of the Agreement and for a period of one year after
termination of this Agreement, unless authorized in writing, neither
FCIC nor its subsidiaries shall directly or indirectly solicit, or
assist any affiliate of FCIC in soliciting, any Independent Agent of
Nobel, that had previously executed a Flood Insurance Agreement or
Excess Flood Insurance Agreement with FCIC, for the purpose of
retaining the Independent Agent to write any type of FCIC's non-flood
insurance product business. Notwithstanding, this section shall not
apply to Nobel's Independent Agents that had, prior to the execution
of this Agreement, executed a Standard Agency Agreement with FCIC.
VI. INDEMNIFICATION
A. Nobel shall indemnify and save FCIC harmless from any and all
cost, claims, or demands (including FCIC's reasonable
attorney's fees, whether incurred prior to the commencement of
formal legal action, or at the trial, or Appellate Court
level) resulting from any unauthorized acts of Nobel, or any
breach of any of the provisions of this Agreement by Nobel.
B. FCIC shall indemnify and save Nobel harmless from any and all
cost, claims, or demands (including Nobel's reasonable
attorney's fees, whether incurred prior to the commencement
of formal legal action, or at the trial, or Appellate Court
level) resulting from any unauthorized acts of FCIC, or any
breach of any of the provisions of this Agreement by FCIC.
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VII. CONFIDENTIAL INFORMATION
The parties agree that any and all information and printed material
received during the furtherance of their obligations, in accordance
with this Agreement, which concerns the finances, trade secrets,
business arrangement, or other business affairs of either party, its
customers or its affiliates shall be treated by the both parties as
confidential and proprietary and shall not be revealed to any other
person, firm, or organization, nor used by either party for its own
benefit.
VIII. COMPLIANCE WITH STATE LAW
Nobel agrees to comply with the laws of the states covered by this
Agreement and with the rules and regulations of all regulatory
authorities having jurisdiction over the Nobel's activities, and shall,
whenever necessary, maintain at its own expense, if so required, all
licenses to transact business in such states.
IX. ASSIGNMENT
This Agreement shall be binding upon and inure to the benefit of all
affiliated or subsidiary corporations of the respective parties.
Otherwise, Nobel may not assign this Agreement without FCIC's written
consent, which may be withheld for any reason or for no reason.
X. ENTIRE AGREEMENT
This Agreement contains all of the oral and/or previously written
agreements, representations, and arrangements between the parties
hereto, with respect to the subject matter of this Agreement, and all
rights which the respective parties may have had under any written
agreement and/or oral agreement are hereby canceled and terminated, and
all parties agree that there are no representations or warranties other
that those set forth herein.
XI. ATTORNEY FEES
If either of the parties hereto shall bring a court action alleging
breach of this Agreement or seeking to enforce, rescind, renounce,
declare void or terminate this Agreement or any provisions thereof, the
prevailing party shall be entitled to recover all of the legal
expenses, including reasonable attorney's fees and costs (including
legal expenses for any appeals taken), and to have the same awarded as
part of the judgment in the proceeding in which such legal expenses and
attorney's fees were incurred.
XII. CHOICE OF LAW/VENUE
This Agreement shall be construed in accordance with and governed by
the laws of the State of Florida without regard to choice of law
provisions.
XIII. MISCELLANEOUS
No change or modification of this Agreement shall be valid unless the
same be in writing and signed by all of the parties hereto. The
paragraph captions as to the contents of the particular paragraph
herein are inserted only for convenience and are in no way to be
construed as a part of their Agreement or as a limitation of the scope
of a particular paragraph in which they are contained. The words of a
gender viewed in this Agreement shall be held to include any other
gender, the words in a singular number held to include the plural, when
the sentence so requires. Should any part of this Agreement for any
reason be declared invalid, such decisions shall not affect the
validity of any remaining portion, as if this Agreement had been
executed with the invalid portion thereof eliminated.
XIV. NOTICES
Any and all notices, designations, consents, offers, acceptances, or
any other communication provided for herein shall be given in writing
by hand delivery, by overnight carrier, or by registered or certified
mail or by facsimile transmission and shall be addressed as follows:
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As to FCIC: FCIC Insurance Company
000 Xxxxxxx Xxxxxx
Xx. Xxxxxxxxxx, XX 00000
Attention: Xxxxxxxx X. Xxxxxx
Fax: (000) 000-0000
As to Nobel: Nobel Insurance Company.
XX Xxx 0000
Xxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx III
Fax: (000) 000-0000
Notices sent by hand delivery shall be deemed effective on the date of hand
deliver. Notices sent by overnight carrier shall be deem effective on the next
business day after being placed unto the hands of the overnight carrier. Notices
sent by registered or certified mail shall be deemed effective on the third
business day after being deposited onto the post officer.
IN WITNESS WHEREOF, the parties hereto have placed their hand and seals this
14th day of November, 1997.
WITNESS: FIRST COMMUNITY INSURANCE COMPANY
/s/ Xxxxxxx X. Xxxxx BY: /s/ Xxxxx X. Xxxx
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/s/ Xxxxx X. Xxxxxxx AS ITS: CFO
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DATE: 11/14/97
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WITNESS: NOBEL INSURANCE COMPANY
/s/ Illegible BY:/s/ Xxxxx X. Xxxxxxxx III
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/s/ R. Xxxx Xxxxx AS ITS: Vice President of Bus Devel.
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DATE: 11-19-97
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