Insurance Warehouse Agreement

INSURANCE WAREHOUSE AGREEMENT

This Insurance Warehouse Agreement ("Agreement") is entered into as of by and between Warehouse Operator: and Insured/Owner: .

RECITALS

WHEREAS, the Insured is the owner of certain insurance policies, policy documents, certificates, endorsements, premium finance agreements and related records (collectively, "Warehouse Property"); and

WHEREAS, the Warehouse Operator operates a secure storage facility and the parties desire that Warehouse Operator receive, store and make available the Warehouse Property on the terms set forth in this Agreement.

DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below: "Warehouse Property" means physical insurance policies, certificates, endorsements, premium finance documents, loss runs and other documentary evidence of insurance delivered to Warehouse Operator for safekeeping; "Custody" means physical control and possession by Warehouse Operator; "Authorized Representative" means an individual or entity designated in writing by the Insured to request access to Warehouse Property.

SCOPE OF APPOINTMENT

The Insured hereby appoints Warehouse Operator to receive, store, protect and, upon written request and subject to the terms of this Agreement, deliver Warehouse Property. Warehouse Operator accepts such appointment subject to the terms, limitations and fees set forth herein.

WAREHOUSE LOCATION AND CONTACTS

ACCEPTED ITEMS AND STORAGE CONDITIONS

Warehouse Operator shall accept and store the following categories of Warehouse Property (select all that apply):

Physical insurance policies and endorsements
Certificates of insurance and loss payee endorsements
Premium finance agreements and related collateral documents
Loss runs and claims documentation
Other (describe)

RECEIPT, CUSTODY AND RECORDS

Warehouse Operator shall issue a dated warehouse receipt for all Warehouse Property received. Warehouse Operator shall maintain a written custody log that records the date received, description of items, condition on receipt, and any endorsements or special instructions. Custody shall be deemed transferred to Insured or an Authorized Representative only upon delivery of Warehouse Property in accordance with Section ACCESS AND RETRIEVAL.

ACCESS AND RETRIEVAL

Access to Warehouse Property shall be permitted only to the Insured or an Authorized Representative designated in writing by the Insured. Requests for retrieval shall be made in writing and delivered to Warehouse Operator's primary contact. Warehouse Operator shall permit retrieval during normal business hours within after receiving a valid request, subject to payment of outstanding fees.

INSURANCE AND RISK OF LOSS

Warehouse Operator shall maintain at its expense commercial general liability insurance with limits not less than $ per occurrence, property insurance covering Warehouse Property while in its custody with a deductible not to exceed $, and fidelity coverage as required by applicable law or industry standards. Warehouse Operator's insurance shall not be construed to limit its liability under this Agreement.

FEES, CHARGES AND PAYMENT

All fees are due within days of invoice. Warehouse Operator may retain possession of Warehouse Property until all outstanding fees and lawful charges are satisfied.

ENDORSEMENTS, ASSIGNMENTS AND DELIVERIES

Warehouse Operator shall not remove endorsements or execute assignment of any policy without the prior written instruction of the Insured or as required by subpoena or court order. Upon receipt of a written instruction from Insured or a party with demonstrated legal authority, Warehouse Operator shall deliver the requested Warehouse Property in accordance with Section ACCESS AND RETRIEVAL.

EXCLUSIONS AND LIMITATIONS

Warehouse Operator shall not be liable for loss or damage arising from (a) acts of God, natural disaster or governmental action beyond Warehouse Operator's reasonable control; (b) inherent vice of materials; or (c) damage resulting from Insured's failure to provide accurate or complete instructions. Notwithstanding the foregoing, Warehouse Operator remains liable for its negligence or willful misconduct.

BENEFICIARY DESIGNATION

The Insured may designate one or more beneficiaries with respect to specific Warehouse Property. Beneficiaries listed below shall be recognized by Warehouse Operator upon receipt of written documentation establishing such designation.

AUDIT, INSPECTION AND RECORDS

Warehouse Operator shall permit Insured or its authorized auditors to inspect records relating to Warehouse Property upon reasonable notice and during normal business hours. Warehouse Operator shall retain records of receipt and delivery for a minimum of unless otherwise required by law.

INDEMNITY AND LIMITATION OF LIABILITY

Insured shall indemnify and hold harmless Warehouse Operator from and against any claims, losses, liabilities, costs and expenses arising out of Insured's breach of this Agreement or Insured's negligence. Warehouse Operator's aggregate liability for loss or damage to Warehouse Property shall be limited to the lesser of (i) the actual documented value of the specific lost or damaged item, or (ii) $, except in cases of willful misconduct or gross negligence.

TERM, TERMINATION AND SURVIVAL

The term of this Agreement commences on and continues until unless earlier terminated by either party on prior written notice. Sections relating to fees, indemnity, limitation of liability and record retention survive termination.

NOTICES

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.

CERTIFICATION

The undersigned certifies that the information provided in this Agreement is true and correct, that the undersigned has authority to enter into this Agreement on behalf of the Insured, and that the Insured understands and accepts the terms, fees and limitations set forth herein.

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