RECITALSWHEREFORE: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 thepayment of commissions and other compensation;C. Producer has contacts and existing relationships with various insurance consumers;andD. OCI and Producer desire to enter into an agreement whereby they each receivebenefit from the other’s contacts, relationships, and agreements.AGREEMENTNOW, THEREFORE, in consideration of the mutual promises contained in thisAgreement and for other good and valuable consideration, the receipt of which is herebyacknowledged, the Parties agree as follows:1. Contract Placement. OCI shall permit Producer to place insurance contracts under allgeneral agent and broker agreements currently in effect, or executed during the term of thisAgreement, between OCI and the insurance carriers listed on Exhibit A to this Agreement andany additional insurance carriers with which OCI enters into a general agent or broker agreementduring the term of this Agreement (the “Carriers”).2. Contract Agent. Both parties shall be jointly listed as agent or broker on anyinsurance contract placed by Producer with any of the Carriers under OCI’s general agent and/orbroker agreements. Provided, however, if a Carrier is unable or unwilling to jointly list theParties 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 bejointly responsible for servicing and retaining all such insurance contracts and each Party shallprovide any services necessary to service and retain such insurance contracts.3. Additional Services. OCI shall, from time to time, provide various general agentservices to Producer upon Producer’s request. The general agent services to be offered by OCIshall include, but are in no way limited to, assistance in the following areas: marketing,underwriting, compliance, administration and claims issues, negotiation and interaction withCarriers, renewals, and client advice and interaction.4. Compensation for Services. As payment for the services set forth in Paragraph 3above, Producer shall pay to OCI a portion of any commissions payable to Producer as a result ofany 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 contractand shall be based upon the extent of services provided by OCI. The Commission Split for anygiven insurance contract shall be mutually agreed upon by the Parties prior to OCI’s performanceof any services relating to such contract.A schedule setting forth the commission Split for insurance contracts placed byProducer 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 thisAgreement 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 givenperiod shall control in any dispute regarding the accuracy of any Commission Split for suchperiod unless Producer notifies OCI of any errors or omissions within ten (10) days followingProducer’s receipt of the Commission Split Report. Notwithstanding the foregoing, OCI shallnot be required to maintain or provide a Commission Split Report for any insurance contractupon which all commissions are paid directly to Producer.5. Payment of commissions. All standard commissions payable to either Party as aresult of insurance contracts placed by Producer with any of the Carriers shall be paid to theParties in such proportions as agreed upon by the Parties pursuant to paragraph 4 above, and inaccordance with each Carrier’s commission payment procedures. In the event a Carrier is unableor unwilling to pay standard commissions proportionately to each of the Parties, the Carrier shallpay the entire standard commission to OCI, and OCI shall deliver the Producer’s share of thecommission 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 ofinsurance contracts placed by Producer with any of the Carriers after the effective date of thisAgreement shall be paid solely to OCI. Any volume production bonuses payable to OCI as aresult of insurance contracts placed by Producer with any of the Carriers after the effective dateof this Agreement shall be paid solely to OCI. Provided however, OCI may in its sole discretionpay 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 soleagent or broker on each insurance contract placed by Producer with any of the Carriers duringthe term of this Agreement. Provided, however, both Parties shall continue to receive thepayments and compensation set forth above for any insurance contract placed by Producer withany of the Carriers during the term of this Agreement for so long as such insurance contractremains in effect with the same Carrier.8. Representations. Each Party warrants and represents to the other that it is properlylicensed and/or certified to solicit and/or transact insurance business pursuant to all applicablefederal, state, and local laws and regulations. Within fifteen (15) days following the effectivedate of this Agreement, Producer shall provide to OCI copies of all of Producer’s applicableinsurance 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 Partyshall provide to the other Party proof of such insurance coverage.10. Confidentiality. Each Party acknowledges that, during the performance of thisAgreement, it may have access to proprietary and confidential information of the other Party,including trade secrets, customer lists, and standard operating procedures. As furtherconsideration for entering into this Agreement, each Party agrees that, during or after the term ofthis Agreement, it will not use or disclose, whether directly or indirectly, any proprietary orconfidential information of the other Party to any person, firm, or other entity, for any purposewhatsoever, without the prior written consent of the other Party. Each Party further agrees thatduring the term of this Agreement and for a period of two (2) years thereafter, it will not interferewith, disrupt or attempt to disrupt relationships, contractual or otherwise, between the other Partyand 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 relatedpersons 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 willfulor negligent act or omission of the Party, its agents or employees during the performance of anyof the activities provided for in this Agreement. Provided, however, nothing in this Paragraph 11shall relieve a Party from liability for a breach of this Agreement or limit the remedies availableto the other Party upon such a breach.12. No Employment Relationship. It is understood and agreed by the Parties that thisAgreement is intended to create an independent contractor relationship and not anemployer/employee relationship between the Parties. Each Party shall be responsible for allexpenses involved in the execution and performance of this Agreement, including the payment ofany wages, salaries, or other amounts dues such Party’s employees, and the payment of anyapplicable federal, state, and/or local taxes.13. Notices. All notices, requests, demands, claims, and/or other communicationsrequired or permitted by this Agreement shall be in writing, and shall be deemed duly givenupon hand delivery or five business days after being sent via registered or certified mail to thefollowing addresses, or at such other address as a Party may from time to time designate bywritten notice to the other:If to OCI:
OCI 4221 N. 203rd Street, Suite 200Elkhorn, Nebraska 68022
If to Producer:Any notice, request, demand, claim or other communication required or permitted by thisAgreement sent by any means other than those set forth above shall be deemed to have been dulygiven only upon actual receipt by the intended recipient.14. Waiver. The waiver by either Party of a breach of any term or provision of thisAgreement, in whole or in part, whether intentional or not, shall not be construed as a waiver ofany subsequent breach.15. Severability. The invalidity of any provision of this Agreement shall not affect thevalidity of any other provision of this Agreement.16. Governing Law. This Agreement shall be governed by and construed in accordancewith the laws of the State of Nebraska without giving effect to any choice or conflict of lawprovision or rule (whether of the State of Nebraska or any other jurisdiction) that would causethe application of the laws of any jurisdiction other than the State of Nebraska. All disputesarising out to this Agreement shall be subject to the exclusive jurisdiction and venue of theNebraska state courts of Douglas County (or, in the case of exclusive federal jurisdiction, theUnited States district Court for the District of Nebraska) and each of the Parties consents to thepersonal and exclusive jurisdiction and venue of these courts.IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as ofthe date first set forth above.OCI Insurance and Financial Services, Inc.
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Signed by Charles Olson
Signed On: 9th March 2020
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Document Name: OCI Contract
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