Certificate of Insurance Agreement

CERTIFICATE OF INSURANCE AGREEMENT

This Certificate of Insurance Agreement ("Agreement") is made and entered into as of this day of , , by and between Insurance Provider Name: with principal address (hereinafter "Provider"), and Certificate Holder Name: with principal address (hereinafter "Holder").

RECITALS

WHEREAS, Provider is authorized to issue certificates of insurance and to represent coverage afforded under one or more insurance policies described below; and

WHEREAS, Holder requires formal evidence of insurance in the form of a certificate of insurance for the protection of its interest in connection with Holder's operations, contracts, or premises; and

WHEREAS, the parties desire to memorialize the terms, conditions and reliance that may be placed upon certificates issued by Provider to Holder.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Certificate" means a standard form or document provided by Provider evidencing the existence and terms of one or more insurance policies specified herein. "Policy" means the underlying insurance contract issued by an insurer to the named insured.

2. SCOPE OF CERTIFICATE

2.1 Provider shall issue to Holder a Certificate identifying the named insured, policy number(s), policy effective date(s) and expiration date(s), coverage types and limits as provided in Section 3. A Certificate is only evidence of insurance and does not amend, extend or alter the coverage afforded by the Policy.

3. POLICY INFORMATION AND COVERAGE

Provider shall list the following policy information on the Certificate:

4. ADDITIONAL INSURED, WAIVER OF SUBROGATION AND LOSS PAYEE

4.1 Provider shall, upon request and subject to policy terms, issue endorsements or state on the Certificate that Holder is an additional insured where required by written contract between Holder and the named insured.

Additional Insured requested: Yes No

Waiver of Subrogation requested: Yes No

5. NOTICE OF CANCELLATION OR MATERIAL CHANGE

5.1 Provider agrees to endeavor to provide Holder with written notice of cancellation, non-renewal, or material alteration of the Policy, to the extent such notice is required by the Policy and available to Provider from the insurer. The parties acknowledge that a Certificate is not a policy and that Provider's ability to provide notice may be limited by the terms of the Policy.

6. RELIANCE; LIMITATION OF LIABILITY

6.1 Holder may rely upon the statements contained in any Certificate issued pursuant to this Agreement for the purpose of verifying the existence and general terms of insurance. Provider and the insurer(s) expressly disclaim any liability for misstatements on a Certificate arising from inadvertent error or omission provided the Policy is in effect as represented at the time of issuance.

6.2 Except as expressly set forth in a separate written endorsement executed by the insurer, no Certificate creates rights in favor of any third party, expands coverage beyond the Policy, or modifies the terms and conditions of the Policy.

7. REPRESENTATIONS AND WARRANTIES

7.1 Provider represents and warrants that it is authorized to issue the Certificate and that the information provided therein will be true and accurate to the best of Provider's knowledge at the time of issuance. Provider does not warrant the adequacy of limits or coverages for Holder's purposes.

8. INDEMNIFICATION

8.1 Each party shall indemnify and hold harmless the other party from and against any loss, cost or expense (including reasonable attorneys' fees) arising from that party's breach of this Agreement or negligent misrepresentation made in connection with issuance of a Certificate, provided that indemnity shall be limited to proven direct damages and shall exclude consequential and punitive damages except where prohibited by law.

9. NOTICES

9.1 All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may designate in writing.

10. AMENDMENT; WAIVER; COUNTERPARTS

10.1 This Agreement may be amended only by a written instrument executed by both parties. No waiver of any provision or breach shall be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original and together constitute one instrument.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflicts of law principles.

11.2 This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

11.3 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

12. ADDITIONAL PROVISIONS

CERTIFICATION

By signing below, the undersigned representatives certify that they are duly authorized to execute this Agreement on behalf of the party indicated, that the information required to be provided by such party is true and correct to the best of their knowledge, and that issuance of Certificates under this Agreement shall be subject to the terms, conditions and limitations of the underlying Policies.

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