Brokerage Services Agreement
EXHIBIT
10.17
An
Agreement dated as of 1st January 2008
between: Maiden Insurance Company, Ltd. on its own behalf (the “Insurer”) and
IGI Intermediaries Limited (the “Broker”) (collectively the
“Parties’)
1. Scope
The
purpose of this Agreement is to set out the rights and obligations of the
Parties only in respect of the matters specifically addressed in the Agreement.
Nothing in this Agreement overrides the Broker’s duty to place the interests of
the Insured before all other considerations in the event of a conflict nor
shall
this Agreement override any legal or regulatory requirements (whether obligatory
or advisory) which may apply to the Broker, the Insurer, or the placing of
any
insurance business.
2. Regulatory
Status
2.1 The
Broker warrants that it is authorised by the Financial Services Authority (the
“FSA”) or other relevant regulatory authority to conduct insurance mediation
activities (as defined in the FSA’s Handbook) from the date of this Agreement.
2.2 The
Broker shall inform the Insurer immediately in writing if at any time during
the
period of this Agreement:
2.2.1 The
FSA
or other relevant regulatory authority suspends or withdraws the Broker’s
authorisation; or
2.2.2 The
Broker otherwise ceases in anyway to be authorised by the FSA or other relevant
regulatory authority to undertake any activities in relation to any Insurance
Business subject to this Agreement; or
2.2.3 The
Broker becomes insolvent.
3. Services
The
Broker is authorised to provide certain marketing activities for the Insurer:
3.1 as
and
when requested, provide the Insurer’s marketing material to potential
policyholders and/or their broker or agent, explaining what
insurance/reinsurance products are available from Insurer and its
underwriting and claims handling philosophy to potential policyholders and/or
their broker or agent, to see whether the Insurer would be suitable
insurer/reinsurer);
3.2 as
and
when requested, provide market intelligence to the Insurer, for example
gathering market trends, opportunities for new business, contact details of
loss
adjusters, actuaries and other professionals, collating and passing on templates
of insurance/reinsurance contracts currently used in the London market and
of
pricing by other insurers/reinsurers;
3.3 business
introduction facilitation, whereby the Broker refers brokers and potential
policyholders to the Insurer.
3.4 Such
other activities as may be agreed between the Parties.
4. No
Authority
Nothing
in this Agreement shall grant the Broker authority to:
4.1 negotiate,
accept, amend, or vary policies, settle, negotiate or compromise claims, alter
any document or policy, rebate any premium, make any non-exempt financial
promotion on the Insurer’s behalf, and/or commit the Insurer in any way;
and
4.2 hold
or
transmit funds on behalf of the Insurer or the Policyholder.
5. License
- E-mail
5.1 The
Insurer
hereby grants the Broker a non-exclusive license for the term of this Agreement
for the use of the name “Maiden” and “Maiden UK” for purposes of the
Broker’s activities under this agreement.
5.2 Insurer
will provide the Broker’s employees with e-mail addresses containing the word
Maiden in the domain for marketing purposes. Broker will arrange to house all
such e-mails. Broker will insure that any e-mail sent from Broker’s domain will
contain a legend in a point size and color acceptable to Insurer stating that
the originator of the e-mail has no ability to bind the Insurer.
6. Remuneration
6.1 For
the
services provided under this Agreement the Insurer shall pay to the Broker
compensation equal to all Broker’s costs plus eight percent (8%) in setting up
to provide and to provide the services to the Insurer specified herein. These
costs include, without limitation, employment costs, insurance costs (including
any Directors & Officers and Professional Indemnity insurance in
respect of the Broker’s activities for the Insurer and its regulatory
costs, including any fees which the Broker is required to pay in connection
with
its authorized mediation activities), and all general and administrative
expenses incurred in connection with the services provided herein.
6.2 The
Broker shall invoice its costs monthly. The Insurer shall pay the invoiced
amount within 10 days of receipt.
7. Compliance
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7.1 Each
Party will comply with their respective legal, licensing and regulatory
requirements applicable to the Broker’s services.
8. Data
Protection
8.1 The
Parties shall comply with all applicable obligations imposed by, or made under
requirements of any relevant data protection law or regulation (including the
UK
Data Protection Act 1998), together with any other applicable regulations,
orders or codes of practice.
8.2 Without
prejudice to the generality of clause 8.1, where either Party (the “Disclosing
Party”) discloses Personal Data (as defined in the DPA) to the other (the
“Recipient”) in connection with the operation of this Agreement, the Disclosing
Party will ensure that it obtains all necessary consents so that the Personal
Data it provides to the Recipient can be lawfully used or disclosed by the
Recipient in the manner and for the purposes anticipated by this
Agreement.
9. Termination
9.1 This
Agreement shall terminate:
9.1.1 at
any
time, upon sixty (60) days notice by one party giving written notice of
termination to the other;
9.1.2 immediately,
without notice, should either Party become the subject of voluntary or
involuntary rehabilitation or liquidation proceedings (save for the purposes
of
amalgamation or solvent re-organisation) or become the subject of an action
in
bankruptcy or make or propose any composition with its creditors or otherwise
acknowledge its insolvency.
9.1.3 immediately,
without notice, should the Broker have any authority or permission granted
to it
by the FSA or other relevant regulatory authority withdrawn or altered in such
a
manner as materially to affect in any way the Broker’s ability to introduce,
arrange, conclude, administer, perform or otherwise be involved with any
regulated Insurance Business which is carried out between the Parties under
this
Agreement.
9.1.4 immediately,
without notice, should the Broker have committed any fraudulent act or similar
illegal conduct; or
9.1.5 immediately,
without notice where there is a “change in control” of the Broker or the
Insurer. A “Change in control” of a Party will be deemed to have occurred if 25%
or more of the stock evidencing ownership of that Party is transferred to a
person that was not the owner of such stock on the effective date of this
Agreement.
9.2 Following
termination:
9.2.1 The
Insurer shall be responsible to pay remuneration to the Broker in accordance
with Clause 6.1 through the date of termination.
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9.2.2 The
Broker
will provide the Insurer with all details of its marketing activities on behalf
of the Insurer
10. Access
to Records - Audit
10.1 The
Broker will retain all documents and electronic records on which information
connected to the Broker’s marketing activities are stored (the “Records”) for a
minimum of six years and in any event the minimum periods required by law or
any
regulatory body with jurisdiction over the Broker or the Insurer or the
Insurance Business.
10.2 The
Broker agrees to allow the Insurer to inspect, during business hours, and to
take copies of the Records.
11. Confidentiality
Each
of
the Parties will treat information received from the other relating to this
Agreement and to activities carried out hereunder as confidential and will
not
disclose it to any other person not entitled to receive such information except
as may be necessary to fulfill their respective obligations under the Agreement
and except as may be required by law or regulatory authority. For the avoidance
of doubt each party shall be entitled to disclose such information where
necessary to its insurers or reinsurers, actuaries, auditors, professional
agents and advisers and other Group companies (as such term is defined in either
in section 421 of the Financial Services and Markets Xxx 0000 or section 262
of
the Companies Act 1985). This clause will not apply to information which was
rightfully in the possession of such party prior to this Agreement, which is
already public knowledge or becomes so at a future date (otherwise than as
a
result of a breach of this clause) or which is trivial or obvious. For the
avoidance of doubt this clause shall not release in anyway confidentiality
obligations existing or agreed between the Parties prior to the date of the
Agreement.
The
obligations under this clause shall survive termination.
12. Complaints
Each
Party will notify the other, as soon as possible, of any regulatory
correspondence relevant to the Parties dealings and will notify the other,
in
accordance with FSA Rules, of any complaint concerning the other Party relating
to Insurance Business subject to this Agreement
13. Protection
of Reputation
Each
Party agrees it will not, unless permitted hereunder or with the express written
authority of the other Party, make use of the other Party’s corporate or trading
names or logos and trademarks.
14. Conflicts
of Interest
The
Parties will adopt and/or maintain procedures to ensure that each has in place
arrangements for the identification and management of any conflicts of interest
that may arise in relation to any business that the Broker transacts with the
Insurer.
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15. Disclosure
The
Broker will comply with relevant regulatory, fiduciary and legal requirements
regarding disclosure of all forms of remuneration from any arrangements it
may
have for remuneration in connection with the activities hereunder and nothing
herein shall prevent the Broker from so complying.
16 Variation
and Assignment
This
Agreement may be assigned or varied only in writing by the Parties.
17. Rights
of Third Parties
A
person
who is not a Party to this Agreement has no right under the Contracts (Rights
of
Third Parties) Xxx 0000 to enforce any term of this Agreement. This clause
shall
not affect any right or remedy of a third party which exists or is available
apart from that Act.
18. Dispute
Resolution
18.1 The
Parties to this Agreement are committed to resolving all disputes arising under
it (and whether such dispute arises before or after termination of this
Agreement) without the need for litigation and to allow as far as possible
for
commercial relationships to remain unaffected by disputes and therefore the
Parties:
18.1.1 will
attempt in good faith to resolve any dispute or claim promptly through
negotiations between respective senior executives of the Parties who have
authority to settle the same;
18.1.2 will
attempt in good faith, if the matter is not resolved through negotiation within
three months of the dispute arising to resolve the dispute or claim through
mediation with the assistance of a mediator agreed between the Parties or as
recommended to the Parties by the Centre for Dispute Resolution or such similar
organisation as the Parties may agree; or
18.1.3 if
the
matter has not been resolved by mediation within six months of the dispute
arising, or if either Party will not participate in a mediation procedure,
the
Parties will refer the dispute in accordance with the Jurisdiction and Choice
of
Law Clause below.
18.2 Notwithstanding
the above, either Party may seek the immediate protection or assistance of
the
High Court of England and Wales if appropriate.
19. Jurisdiction
and Choice of Law
This
Agreement shall be construed according to English law and any disputes arising
under it shall, subject to the provisions of clause 18 above be determined
in
the English Courts.
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20. Enforceability
Clause
In
the
event any portion of this Agreement is found to be invalid or unenforceable,
the
remainder shall remain in full force and effect.
21. General
Interpretation of this Agreement
In
this
Agreement, words importing the singular shall include the plural and vice versa.
Headings are included for ease of reference and convenience only and shall
not
affect the interpretation of the Agreement.
22. Service
of Notices
Any
notices to be given under this Agreement shall be sent by first class recorded
delivery post, by hand, or facsimile to the Compliance Officer at the registered
office of the Party to be served. The notice shall be deemed to have been
served, if posted, at the expiration of two business days after posting and
if
by facsimile, or by hand, at the expiration of one business day after it was
dispatched.
Maiden
Insurance Company, Ltd.
By:
/s/
Xxx Xxxxx
Date:
Xxxxx 00, 0000
XXX
Intermediaries Limited
By:
/s/
Xxxxxx Xxxxx
Date:
March 27, 2008
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