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[EXHIBIT 10.23]
Appleton & ▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Fort Hill Insurance Agency
I West Insurance Managers
▇▇▇▇▇▇▇▇▇▇ General Agency
▇▇▇▇ ▇▇▇▇▇▇▇ & Associates
▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
PRODUCER AGREEMENT
This agreement is made and entered into by and between:
(Producer) Beehive Insurance
(Address) ▇.▇. ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
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hereinafter referred to as "The Producer" and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Inc., a
wholly-owned subsidiary(ies) of the ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Group, Inc., hereinafter
referred to as "The Company."
Whereas the Producer desires to effect business with the Company and the Company
desires to arrange acceptable offerings, now, therefore, the Producer and the
Company agree to be bound by the following terms with respect to such business
as is accepted:
SECTION I - PREMIUM REMITTANCE
In consideration of the acceptance of insurance business form the Producer by
the Company, it is agreed and understood that the Producer will pay to the
Company, at the Company's principal place of business the balance due on all
certificates, policies and other balances relating to insurance arranged by the
Company.
Based upon agreement between the Company and Producer, THE PRODUCER WILL REMIT
TO THE COMPANY BY PAYMENT OF THE "STATEMENT TOTAL DUE" FROM THE COMPANY'S
STATEMENT NO LATER THAN TEN DAYS AFTER THE STATEMENT DATE.
In the event of a sale of the Producer's business to a party unknown to the
Company, at the time of this agreement's execution, all responsibility for
premium remittance as agreed under this document, shall remain the
responsibility of the undersigned Producer, personally, and not that of the
purchasing third party. The new ownership of the Producer's business must sign
and execute a new ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Group Producer Agreement in order to continue
the agreement.
SECTION II - RESPONSIBILITY FOR PAYMENT
Execution of this agreement will serve as a guarantee by the Producer to pay all
premiums earned (including applicable taxes) on insurance contracts arranged by
the Company, regardless of the collectability or collection status of the
account by the Producer. The officers of the Producer's agency may be personally
responsible to satisfy any outstanding premiums.
The Company shall be entitled to reimbursement covering cost of collections,
including but not limited to reasonable attorney's fees, incurred in efforts to
collect unpaid premiums. The Company is also entitled to reimbursement of any
penalties levied by a governmental agency or Surplus Lines Association due to
failure of the Producer to remit proper taxes and/or fees.
SECTION III - COMMISSIONS
The Company shall allow the Producer, as commission, a percentage of the premium
on each policy written and paid for under this agreement at a rate mutually
agreed upon by the Company and Producer. The Producer shall be
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obligated to pay return commission at the same rate on any return premiums,
including but not limited to, return premiums on cancellations or reductions
ordered and return premiums payable as a result of amended policy terms.
SECTION IV - ERRORS AND OMISSIONS
The Company requires that Errors and Omissions Insurance Coverage be maintained
by the Producer. THE UNDERSIGNED PRODUCER HEREBY VERIFIES THAT SUCH COVERAGE
EXISTS AND IS IN GOOD STANDING AND IS MAINTAINED TO A LIMIT OF LIABILITY OF ONE
MILLION DOLLARS ($1,000,000). It is further understood that evidence of such
coverage may be requested from time to time by the Company's Errors and
Omissions Administrator.
SECTION V - TERMINATION OF AGREEMENT
This agreement may be canceled at any time by either party hereto upon written
notice to the other.
The Company expressly recognizes the independent ownership of the insurance
business placed under this agreement; however, in the event the Company elects
to cancel this agreement for violation of its terms by the Producer, the
Producer relinquishes all rights or claim to subsequent commissions or
additional premium commissions insofar as such may be necessary to satisfy the
interest of the Company under this agreement.
It is agreed that commissions or return commissions as the case may be, shall be
paid or allowed on additional premiums payable, or on return premiums on
adjustments, or on cancellations made, after the time of cancellation of this
agreement, applying to any transaction for which an original commission was
allowed under the terms of this agreement. Subject to the conditions in Section
III of this agreement.
SECTION VI - REPRESENTATION
The Producer shall not bind the Company as respects any insurance without the
prior authorization of the Company in each case; nor shall he place any
advertisement respecting the Company in any publication, or issue or distribute
any circular or paper referring to the Company without the prior consent of the
Company in writing. In case of unauthorized action of the Producer, the Producer
agrees to pay all costs and damages arising therefrom.
The Producer, in acknowledging this agreement, certifies that he is properly
licensed to conduct the business to be arranged and will act in accordance with
all applicable State laws.
SECTION VII - EXECUTION
Execution of this agreement constitutes full agreement and understanding between
the parties with each of the six sections above. Proper execution requires that
if the Producer is doing business as an individual, he must personally sign the
agreement in his own name and not in his name as an Agent. If the Producer is a
co-partnership, this agreement must be executed by the firm and by each member
thereof in his individual capacity. If the Producer is a Corporation, the
agreement must be executed by an authorized Corporate Officer.
Witnesseth this 16th day of May, 1988 in duplicate by Producer:
Beehive Insurance Agency, Inc.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇▇▇ Manager J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ -President
Legal entity of Producer's business: corporation (incorporated in the
state of Utah)
Please forward the original and branch copy of this executed form to the office
address below:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Inc.
495 East ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
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