Directors and Officers Liability Insurance Application

Directors and Officers Liability Insurance Application

This Directors and Officers Liability Insurance Application (the "Application") is made as of Date: by Applicant Name: , doing business as , a organized under the laws of , with principal address: (hereinafter "Applicant"), and Insurer Name: , with principal address: (hereinafter "Insurer").

Recitals

WHEREAS, the Applicant seeks coverage for loss resulting from Claims made against its directors, officers and certain persons employed by or serving the Applicant in a fiduciary capacity; and

WHEREAS, the Insurer has requested completion of this Application as a condition to consideration of providing such insurance and as a basis upon which the Insurer will evaluate and underwrite the requested coverage; and

WHEREAS, the statements and attachments made a part of this Application will form the basis of, and be incorporated into, any policy of insurance that may be issued by the Insurer.

NOW, THEREFORE, in consideration of the Insurer's review of this Application and any premium charged, the parties agree as follows:

1. Definitions

1.1 "Claim" means any written demand for monetary or non‑monetary relief, civil proceeding, criminal proceeding, administrative or regulatory proceeding or formal arbitration against an Insured Person for a Wrongful Act. "Wrongful Act" means any actual or alleged act, error or omission in the performance of managerial duties by an Insured Person on behalf of the Applicant.

2. Application Information

3. Coverage Requested

4. Prior Claims, Litigation and Corporate Events

Has any Claim been made against any director, officer or the Applicant in the last ten (10) years? Yes No

Has the Applicant ever filed for bankruptcy, been insolvent, or been subject to receivership? Yes No

5. Corporate Governance and Risk Management

Does the Applicant maintain written governance policies (e.g., code of conduct, conflict of interest policies, whistleblower policy)? Yes No

6. Representations, Warranties and Authorizations

6.1 The Applicant represents and warrants that the statements in this Application and any attachments are true and complete, and that no information material to the Insurer's underwriting of the risk has been withheld. The Applicant acknowledges that the Insurer will rely upon these statements in deciding whether to provide coverage and on what terms.

6.2 The Applicant authorizes the Insurer to make any inquiry in connection with this Application, including but not limited to obtaining relevant documents and records and making inquiries of directors, officers, employees and other third parties. The Applicant further agrees to provide reasonable cooperation with any investigation conducted by the Insurer.

7. Conditions Precedent and Cooperation

7.1 It is a condition precedent to any obligation of the Insurer to provide coverage that the Applicant has complied with all applicable statutes, regulations and reporting obligations material to the risk, and that the Applicant continues to cooperate promptly with the Insurer's reasonable requests.

7.2 The Applicant shall not, without the Insurer's prior written consent, admit liability, consent to any judgment or settle any Claim which might reasonably give rise to a Claim covered under the policy.

8. Notices

Any notice required or permitted under this Application or any resulting policy shall be delivered in writing to the addresses set forth below and shall be effective upon receipt.

9. Governing Law; Entire Agreement; Severability

Governing Law: This Application and any policy issued in reliance hereon shall be governed by and construed in accordance with the laws of the jurisdiction indicated below, without regard to choice of law principles.

Entire Agreement: This Application, together with any attachments and any policy issued in reliance upon it, constitutes the entire agreement between the Applicant and the Insurer concerning the subject matter hereof, superseding all prior negotiations, representations or agreements, whether written or oral.

Severability: If any provision of this Application is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect.

10. Amendments; Waiver; Counterparts

Amendments: Any amendment or modification of this Application shall be effective only if executed in writing by an authorized representative of the Applicant and the Insurer.

Waiver: No waiver by either party of any provision of this Application shall be deemed a waiver of any other provision or a continuing waiver of the same provision.

Counterparts: This Application may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. Certification and Signature

The undersigned certifies, on behalf of the Applicant, that the statements contained in this Application and any attachments are complete and true to the best of the signatory's knowledge and that no material fact has been omitted. The undersigned further certifies that he or she is authorized to execute this Application on behalf of the Applicant.

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