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OCI Contract

RECITALS
WHEREFORE:
A. OCI and Producer are each in the business of providing insurance brokerage services;
B. OCI has existing relationships and agreements with various insurance carriers for the
payment of commissions and other compensation;
C. Producer has contacts and existing relationships with various insurance consumers;
and
D. OCI and Producer desire to enter into an agreement whereby they each receive
benefit from the other’s contacts, relationships, and agreements.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises contained in this
Agreement and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the Parties agree as follows:
1. Contract Placement. OCI shall permit Producer to place insurance contracts under all
general agent and broker agreements currently in effect, or executed during the term of this
Agreement, between OCI and the insurance carriers listed on Exhibit A to this Agreement and
any additional insurance carriers with which OCI enters into a general agent or broker agreement
during the term of this Agreement (the “Carriers”).
2. Contract Agent. Both parties shall be jointly listed as agent or broker on any
insurance contract placed by Producer with any of the Carriers under OCI’s general agent and/or
broker agreements. Provided, however, if a Carrier is unable or unwilling to jointly list the
Parties as agent or broker on any such contract, OCI shall be listed as sole agent or broker.
Without regard to the agent or broker named on such insurance contracts, both Parties shall be
jointly responsible for servicing and retaining all such insurance contracts and each Party shall
provide any services necessary to service and retain such insurance contracts.
3. Additional Services. OCI shall, from time to time, provide various general agent
services to Producer upon Producer’s request. The general agent services to be offered by OCI
shall include, but are in no way limited to, assistance in the following areas: marketing,
underwriting, compliance, administration and claims issues, negotiation and interaction with
Carriers, renewals, and client advice and interaction.
4. Compensation for Services. As payment for the services set forth in Paragraph 3
above, Producer shall pay to OCI a portion of any commissions payable to Producer as a result of
any insurance contract placed by Producer with any of the Carriers (the “commission split”).
The amount of the Commission Split shall be separately determined for each insurance contract
and shall be based upon the extent of services provided by OCI. The Commission Split for any
given insurance contract shall be mutually agreed upon by the Parties prior to OCI’s performance
of any services relating to such contract.
A schedule setting forth the commission Split for insurance contracts placed by
Producer prior to the effective date of this Agreement is attached to this Agreement as Exhibit B.
The Commission Split for all insurance contracts placed on and after the effective date of this
Agreement shall be maintained by OCI and provided to Producer in a written report (the
“Commission Split Report”) on a monthly basis. The Commission Split Report for any given
period shall control in any dispute regarding the accuracy of any Commission Split for such
period unless Producer notifies OCI of any errors or omissions within ten (10) days following
Producer’s receipt of the Commission Split Report. Notwithstanding the foregoing, OCI shall
not be required to maintain or provide a Commission Split Report for any insurance contract
upon which all commissions are paid directly to Producer.
5. Payment of commissions. All standard commissions payable to either Party as a
result of insurance contracts placed by Producer with any of the Carriers shall be paid to the
Parties in such proportions as agreed upon by the Parties pursuant to paragraph 4 above, and in
accordance with each Carrier’s commission payment procedures. In the event a Carrier is unable
or unwilling to pay standard commissions proportionately to each of the Parties, the Carrier shall
pay the entire standard commission to OCI, and OCI shall deliver the Producer’s share of the
commission to the Producer within thirty (30) days following OCI’s receipt of the commission.
6. Payment of Bonuses. All bonuses and overrides payable to either Party as a result of
insurance contracts placed by Producer with any of the Carriers after the effective date of this
Agreement shall be paid solely to OCI. Any volume production bonuses payable to OCI as a
result of insurance contracts placed by Producer with any of the Carriers after the effective date
of this Agreement shall be paid solely to OCI. Provided however, OCI may in its sole discretion
pay all or any portion of any volume production bonus to Producer.
7. Termination. This Agreement may be terminated by either Party upon ninety (90)
days prior written notice to the other Party. Upon termination, Producer shall become the sole
agent or broker on each insurance contract placed by Producer with any of the Carriers during
the term of this Agreement. Provided, however, both Parties shall continue to receive the
payments and compensation set forth above for any insurance contract placed by Producer with
any of the Carriers during the term of this Agreement for so long as such insurance contract
remains in effect with the same Carrier.
8. Representations. Each Party warrants and represents to the other that it is properly
licensed and/or certified to solicit and/or transact insurance business pursuant to all applicable
federal, state, and local laws and regulations. Within fifteen (15) days following the effective
date of this Agreement, Producer shall provide to OCI copies of all of Producer’s applicable
insurance licenses and/or certifications.
9. Liability Insurance. Each Party shall maintain, at such Party’s own expense,
professional liability insurance with policy limits of no less than $1,000,000. Within fifteen (15)
days following the effective date of this Agreement, and thereafter on an annual basis, each Party
shall provide to the other Party proof of such insurance coverage.
10. Confidentiality. Each Party acknowledges that, during the performance of this
Agreement, it may have access to proprietary and confidential information of the other Party,
including trade secrets, customer lists, and standard operating procedures. As further
consideration for entering into this Agreement, each Party agrees that, during or after the term of
this Agreement, it will not use or disclose, whether directly or indirectly, any proprietary or
confidential information of the other Party to any person, firm, or other entity, for any purpose
whatsoever, without the prior written consent of the other Party. Each Party further agrees that
during the term of this Agreement and for a period of two (2) years thereafter, it will not interfere
with, disrupt or attempt to disrupt relationships, contractual or otherwise, between the other Party
and any of the other Party’s clients, prospective clients, vendors, and/or employees.
11. Indemnification. Each Party hereby indemnifies and holds harmless the other Party,
its shareholders, directors, officers, employees, attorneys, insurers, principals, agents, assigns,
successors in interest, parent companies, subsidiaries, sister companies, and all other related
persons or entities from and against any and all liabilities, suits, claims, losses, damages, costs,
expenses, liens, claims, and demands for contribution or indemnification arising from any willful
or negligent act or omission of the Party, its agents or employees during the performance of any
of the activities provided for in this Agreement. Provided, however, nothing in this Paragraph 11
shall relieve a Party from liability for a breach of this Agreement or limit the remedies available
to the other Party upon such a breach.
12. No Employment Relationship. It is understood and agreed by the Parties that this
Agreement is intended to create an independent contractor relationship and not an
employer/employee relationship between the Parties. Each Party shall be responsible for all
expenses involved in the execution and performance of this Agreement, including the payment of
any wages, salaries, or other amounts dues such Party’s employees, and the payment of any
applicable federal, state, and/or local taxes.
13. Notices. All notices, requests, demands, claims, and/or other communications
required or permitted by this Agreement shall be in writing, and shall be deemed duly given
upon hand delivery or five business days after being sent via registered or certified mail to the
following addresses, or at such other address as a Party may from time to time designate by
written notice to the other:
If to OCI:

OCI
4221 N. 203rd Street, Suite 200
Elkhorn, Nebraska 68022

If to Producer:
Any notice, request, demand, claim or other communication required or permitted by this
Agreement sent by any means other than those set forth above shall be deemed to have been duly
given only upon actual receipt by the intended recipient.
14. Waiver. The waiver by either Party of a breach of any term or provision of this
Agreement, in whole or in part, whether intentional or not, shall not be construed as a waiver of
any subsequent breach.
15. Severability. The invalidity of any provision of this Agreement shall not affect the
validity of any other provision of this Agreement.
16. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Nebraska without giving effect to any choice or conflict of law
provision or rule (whether of the State of Nebraska or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of Nebraska. All disputes
arising out to this Agreement shall be subject to the exclusive jurisdiction and venue of the
Nebraska state courts of Douglas County (or, in the case of exclusive federal jurisdiction, the
United States district Court for the District of Nebraska) and each of the Parties consents to the
personal and exclusive jurisdiction and venue of these courts.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first set forth above.
OCI Insurance and Financial Services, Inc.

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Signed by Charles Olson
Signed On: 19th October 2022

Timestamp

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24th January 2020 1:42 pm CDT

OCI Contract Uploaded by Charles Olson - contracting@ociservices.com IP 10.20.101.144

24th January 2020 1:46 pm CDT

Document owner contracting@ociservices.com has handed over this document to licensing@ociservices.com 2020-01-24 13:46:03 - 10.20.101.190