Business Use UMBI Template

Business Use UMBI Agreement

This Business Use UMBI Agreement (the Agreement) is entered into as of between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Provider is engaged in the business of procuring, placing and administering motor vehicle Uninsured/Underinsured Motorist Bodily Injury coverage (UMBI) and related risk management services for commercial and business fleet operations; and

WHEREAS, Client operates vehicles for business use and requests Provider to procure and administer UMBI coverage for the specific vehicles and drivers identified in this Agreement, subject to the terms and conditions set forth below; and

WHEREAS, the parties intend by this Agreement to establish the scope of services, payment terms, confidentiality obligations and governing law applicable to Provider's procurement and administration of UMBI coverage for Client's business use of motor vehicles.

Scope of Work

Provider shall procure, place and administer UMBI coverage for vehicles and drivers listed below and perform the services described. Provider's duties shall include policy placement, premium invoicing, endorsement processing, claims reporting coordination with insurers, and delivery of policy documentation to Client.

Payment Terms

Client agrees to pay Provider the premiums, fees and charges as set forth below. All amounts are stated in U.S. dollars unless otherwise indicated.

If any payment is not received by Provider within days after the due date, Client shall pay a late fee equal to the greater of:

(a) a percentage of the past-due amount: % per month; or (b) a flat fee: $.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Material breach that is not cured within thirty (30) days after written notice shall permit the non-breaching party to terminate immediately.

Confidentiality

Each party (the Receiving Party) shall keep confidential and shall not disclose to any third party any non-public information of the other party (the Disclosing Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information includes, but is not limited to, policy terms, premium computations, claims information, driver lists, and underwriting submissions.

The Receiving Party may disclose Confidential Information only to its employees, agents or contractors having a need to know, and who are bound by confidentiality obligations no less protective than those contained herein. Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; or (c) is rightfully received from a third party without restriction.

Client acknowledges and agrees to the confidentiality obligations set forth above.

Insurance and UMBI Specifics

Provider shall use commercially reasonable efforts to procure UMBI coverage with limits no less than: $ per person / $ per accident, subject to insurer underwriting and policy terms.

Client represents that all vehicles and drivers disclosed to Provider are accurate and will be maintained in accordance with applicable law. Client will promptly notify Provider in writing of any changes to business use, vehicle ownership or driver status.

Representations, Warranties and Indemnity

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement. Client shall indemnify, defend and hold Provider harmless from any third-party claims, fines or penalties arising from Client's misrepresentation of vehicle use, driver qualifications, or failure to maintain required records, except to the extent caused by Provider's gross negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

Entire Agreement

This Agreement, together with any attached schedules or exhibits and any written endorsements executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may specify in writing. Notices shall be deemed given when delivered in person, or three (3) days after deposit in the U.S. mail, postage prepaid, or when sent by nationally recognized overnight courier.

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