D&O Application Form

D&O APPLICATION FORM

This Directors and Officers Liability Insurance Application (the "Application") is made between Applicant Name: and Broker/Producer Name: . Applicant submits this Application to the insurer(s) identified by the Broker solely for the purpose of underwriting directors' and officers' liability coverage.

RECITALS

WHEREAS, the Applicant seeks insurance to protect the personal assets of its directors and officers and to secure indemnity for liabilities arising out of the performance of their duties; and

WHEREAS, the Broker has been engaged to submit this Application to insurers and to procure quotations and terms; and

WHEREAS, the Applicant acknowledges that the statements and representations contained herein will be relied upon by insurers in determining whether to issue a policy and on what terms.

NOW THEREFORE, in consideration of the insurers' review of this Application and any premium paid, Applicant and Broker warrant and agree as set forth below.

1. APPLICANT INFORMATION

Date Established:    Employer Identification Number (EIN)/Tax ID:

Corporation    Limited Liability Company    Non-profit    Other:

2. PROPOSED INSUREDS

List of Directors and Officers to be insured (attach additional schedule if necessary):

Parent, Subsidiaries and Affiliates to be included:

3. COVERAGE REQUESTED

Desired Limit of Liability: $    Retention/Deductible: $

Requested Policy Period Commencement:    Retroactive Date (if any):

4. CORPORATE GOVERNANCE AND RISK MANAGEMENT

Is the Applicant publicly traded? Yes    No

Are directors subject to indemnification by the Applicant? Yes    No

5. CLAIMS, CIRCUMSTANCES & LITIGATION

Has any claim been made against any past, present or prospective director or officer, or against the Applicant, in the past five years? Yes    No

Are there any facts or circumstances which could reasonably be expected to give rise to a claim against any director or officer? Yes    No

6. LOSS HISTORY & PRIOR INSURANCE

Prior D&O Insurance in the past five years? Yes    No

7. FINANCIAL INFORMATION & ATTACHMENTS

Latest fiscal year revenue: $    Fiscal year end:

Financial statements (most recent)    Board minutes (relevant meetings)    Audit report    Directors and Officers schedule

8. REPRESENTATIONS, WARRANTY AND AGREEMENT

The Applicant certifies that the statements contained in this Application and all attachments and schedules are true, correct and complete to the best of the Applicant's knowledge. The Applicant understands that any material misrepresentation, omission or concealment in this Application may be grounds for rescission of coverage or denial of coverage for a claim.

The Applicant further agrees that this Application, together with any attachments, schedules and any other written information submitted to insurers in connection with this Application, shall be the basis of any policy issued and shall be incorporated by reference into the policy.

9. AUTHORIZATION TO OBTAIN INFORMATION

The Applicant authorizes insurers, the Broker and their authorized representatives to obtain and exchange information necessary for underwriting and claims handling, including but not limited to financial statements, employment records and claims history. This authorization shall survive the execution of any policy or the completion of any transaction contemplated by this Application to the extent permitted by law.

10. NOTICES

All notices required by this Application or by any policy issued in reliance on this Application shall be in writing and delivered to the notice address provided above. Notice is effective upon receipt.

11. AMENDMENT, WAIVER, GOVERNING LAW, ENTIRE AGREEMENT, SEVERABILITY

No amendment or waiver of any provision of this Application shall be effective unless in writing and signed by an authorized representative of the Applicant and an authorized representative of the insurer. No failure or delay in exercising any right shall operate as a waiver of that right.

This Application shall be governed by and construed in accordance with the laws of the state specified by the Applicant: Governing State: . The parties submit to the exclusive jurisdiction of the courts of that state for disputes arising under this Application.

This Application, together with its attachments and any declarations page issued in connection with a policy, constitutes the entire agreement between the parties with respect to the subject matter hereof. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. COUNTERPARTS

This Application may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered electronically, including by facsimile or scanned copy, shall be binding and enforceable.

13. AUTHORIZED SIGNATORY REPRESENTATION

By signing below, the signatory for the Applicant represents and warrants that he or she is authorized by the Applicant to complete and sign this Application, and that the information provided herein is true, correct and complete to the best of his or her knowledge.

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