Miscellaneous TRIA Form

MISCELLANEOUS TRIA FORM

Recitals

WHEREAS, Service Provider Name: , a business organized at Address: (the "Provider");

WHEREAS, Client Name: , located at Address: (the "Client");

WHEREAS, the parties desire to set forth the terms under which Provider will perform services related to the documentation, certification and reporting of losses potentially subject to the Terrorism Risk Insurance Act (TRIA) and related federal programs, and to establish payment, confidentiality and compliance obligations.

Scope of Work

Provider shall perform the services described above, including but not limited to: identification and compilation of loss data, preparation of certifications required by TRIA, coordination with insurers and reinsurers for allocation of insured losses, and assistance with any audit or review arising from TRIA-related claims. Provider will comply with all applicable recordkeeping and documentation standards customarily required for TRIA submissions.

Payment Terms

Total Fee Amount: $ payable in accordance with the schedule below.

Late Payment Fee: An interest charge of per month (or the maximum allowable by law, if less) will accrue on any undisputed amount not paid within days of invoice date.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach remains uncured after days' written notice.

Upon termination, Client shall pay Provider for all services performed and documented expenses incurred through the effective date of termination. Provider will deliver to Client all completed work product and reasonable transition assistance.

Confidentiality

Each party agrees that it will hold in confidence all non-public information and materials disclosed by the other party in connection with this Agreement (the "Confidential Information"). Confidential Information shall not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; or (iii) is rightfully obtained by the receiving party from a third party without restriction. Recipients will use Confidential Information solely for performance under this Agreement and will limit access to personnel who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

TRIA Compliance and Certification

Provider will assist Client in preparing and submitting certifications and supporting documentation necessary to evidence insured losses that may be subject to TRIA or equivalent federal programs. Client acknowledges that any certification submitted is the Client's representation of its losses and that Provider's role is advisory and preparatory.

Client hereby certifies that to the best of its knowledge the information provided for TRIA reporting is true, accurate and complete, and will notify Provider promptly if material facts regarding the losses change. Client agrees to cooperate with Provider and any insurer or governmental entity in any review, audit or inquiry relating to TRIA claims or allocations.

Attestation: I certify that I have authority to provide TRIA-related certifications on behalf of the Client and that the certifications accurately represent the Client's knowledge of the event and losses.

Indemnification

Each party agrees to indemnify and hold harmless the other party from and against any losses, liabilities, damages and costs (including reasonable attorneys' fees) arising from third-party claims to the extent caused by the indemnifying party's gross negligence, willful misconduct, or a material breach of its obligations under this Agreement, including any false or misleading TRIA certifications provided by the indemnifying party.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Entire Agreement

This Agreement, together with any exhibits or written amendments executed by the parties, constitutes the entire agreement between Provider and Client concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices under this Agreement shall be delivered in writing to the billing contact or to such other address as a party may specify in writing. The failure of either party to enforce any right or remedy under this Agreement shall not constitute a waiver of such right or remedy.

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