Captive Insurance Application

CAPTIVE INSURANCE APPLICATION AND MANAGEMENT AGREEMENT

WHEREAS

WHEREAS, Applicant Name: (the "Applicant") seeks to form, capitalize, or place insurance business within a captive insurance arrangement; and

WHEREAS, Manager Name: (the "Manager") provides captive formation, management, and administrative services and will accept appointment subject to the terms set forth in this Application and Agreement; and

WHEREAS, the Applicant submits the following information and certifications in support of the requested captive arrangement and the Manager's engagement to administer such arrangement in accordance with applicable regulation and accepted captive practice.

APPLICANT INFORMATION

PROPOSED CAPTIVE DETAILS

Proposed Captive Name:

Pure captive    Group captive    Association captive    Rent-a-captive / Protected cell

Proposed Domicile:    Intended Effective Date:

OWNERSHIP AND GOVERNANCE

UNDERWRITING, COVERAGE AND RISK PROFILE

Reinsurance Intended: Yes    Describe program:

FINANCIAL INFORMATION

Prior 3 years audited financial statements    Pro forma projections    Actuarial memorandum

SCOPE OF MANAGEMENT SERVICES

The Manager will provide services including, without limitation, captive formation assistance, licensing application preparation, accounting and premium billing, claims administration support, reinsurance placement assistance, board meeting administration, regulatory filings, and annual reporting. Specific responsibilities and exclusions are set forth below and may be amended by written agreement of the parties.

PAYMENT TERMS

The Applicant agrees to pay the Manager fees for services rendered as set forth below. All fees are exclusive of applicable taxes and third-party costs which shall be reimbursed by the Applicant.

Payment Schedule:

Late Payment Fee: ; Costs of collection, including reasonable attorney's fees, shall be payable by the Applicant in the event of delinquency.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for cause following written notice and failure to cure within days. The Manager may also terminate upon nonpayment in accordance with Payment Terms. Termination shall not relieve the Applicant of obligations accrued prior to termination.

CONFIDENTIALITY

Each party shall maintain the confidentiality of non-public information disclosed by the other party in connection with this Application and Agreement. Confidential Information does not include information that is or becomes publicly available other than through breach of this provision, is rightfully received from a third party without breach of obligation, or is independently developed. The Manager may disclose Confidential Information to its affiliates, auditors, reinsurers, legal counsel and regulatory authorities as required; such recipients shall be bound to confidentiality obligations at least as protective as those in this Agreement.

REGULATORY COMPLIANCE & REPRESENTATIONS

The Applicant represents and warrants that the information submitted in this Application is true, accurate and complete to the best of its knowledge. The Applicant shall comply with all applicable laws, regulations and licensing requirements of the proposed domicile. The Applicant authorizes the Manager to act on its behalf for purposes of licensing and regulatory communications as expressly instructed in writing.

GOVERNING LAW

This Application and Agreement shall be governed by and construed in accordance with the laws of: , without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Application and Agreement, together with any exhibits, schedules and attachments specifically incorporated in writing, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. Any modification must be in writing and executed by authorized representatives of both parties.

CERTIFICATION

By signing below, the Applicant certifies under penalty of perjury that the information contained in this Application and any attachments is true, complete and accurate. The Applicant authorizes the Manager to obtain such additional information as reasonably required to verify the representations herein, including but not limited to financial records, regulatory filings, and background information on principals.

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