CIC Select Producer Agreement

MarketScout Corporation
eInsurance Distribution
12700 Park Central Drive
SUITE 300
DALLAS, TEXAS 75251

ePRODUCER AGREEMENT

This agreement is made and entered into as of the date set forth below by and between MarketScout, a Texas corporation, and the agent or agency ("Producer") set forth below.

RECITALS

Whereas, MarketScout represents insurance companies, including certain companies of American International Group, Inc. (the "AIG Companies") and similar entities in the placement and writing of insurance; and

Whereas, Producer requires the services of MarketScout Corporation to place insurance for its clients referred to as insureds; and

Whereas, MarketScout and Producer desire to enter into an Agreement, which includes a commission arrangement, and independent control by Producer of the insurance business placed through MarketScout Corporation and an understanding of the rights and obligations of each;

Now, in consideration of these mutual agreements, the sufficiency of which is acknowledged, it is agreed as follows:

ARTICLE 1 SCOPE OF AGREEMENT

(a) Producer Relationship. This Agreement governs the relationship between MarketScout and Producer and is binding upon the parties and their respective heirs, successors and assigns. It is further understood that this Agreement replaces any prior agreement between the parties, constitutes the entire agreement of the parties, and may not be changed or modified unless in writing, signed by the parties and approved in advance in writing by the AIG Companies.

(b) AIG Content. MarketScout may make available certain information related to the AIG Companies' products ("AIG Content") on a web site owned and/or operated by MarketScout (the "Site"). The AIG Companies do not warrant or represent as to the accuracy or completeness of the AIG Content displayed on the Site. Producer is responsible for verifying the AIG Content displayed on the Site (for example, by reviewing the approved hard copy of the applicable insurance policy) before relying on such information in any way. Producer acknowledges that the AIG Content is for informational purposes only and do not constitute an offer to sell or a solicitation of an offer to buy any financial insurance product. Except as provided in the applicable policy documents, the AIG Companies will have no liability arising from Producer's reliance upon, or purchases of products or services based upon, any information provided in connection with the Site. In the event of any conflict between information provided on this Site and a written policy document approved in writing by the AIG Companies, such written policy document will control. The AIG Companies make no representation (except as expressly provided in the governing policy documents) that Producer's use of any AIG Content will not infringe the rights of third parties, or that any AIG Content is appropriate, available, or legal in Producer's location.

(c) Producer Conduct. Producer agrees that it is solely responsible for its actions, the data it supplies, and the contents of its transmissions to the Site. Producer will not: (1) use another user's password to access the AIG Content or transmit data through the Site; (2) share or disclose its password to any third party; (3) use the AIG Content in a way that violates the privacy rights of any third party or any applicable law; (4) upload any files or software that may damage or provide unauthorized access to the data, software or hardware of another party, including the AIG Companies; or (5) interfere or allow interference with the proper functioning of the Site or the AIG Content or any communications made possible by the Site or the AIG Content.

(d) AIG Companies' Trademarks. Producer agrees not to use any trademarks, service marks, logos, or other identifiers of the AIG Companies without the prior written permission of the AIG Companies. Any such permitted use of any trademarks, service marks, logos or other identifiers shall inure to the benefit of the AIG Companies.

ARTICLE 2 PRODUCER'S STATUS AND DUTIES

(a) It is understood that Producer is an independent contractor and not an agent of MarketScout or the AIG Companies. Producer has no authority to bind MarketScout or any insurance company or underwriter represented by MarketScout, including the AIG Companies.

(b) Producer shall have ownership of all business subject to this Agreement. Producer agrees to keep complete records and accounts of all transactions and will allow MarketScout and the AIG Companies to inspect and audit all such records and accounts.

(c) Producer acknowledges its duty to fully inform all clients of the terms, conditions, exclusions and limitations of any insurance placed through MarketScout. Producer further acknowledges its responsibility to request proper coverages for its clients, review all quotes, policies and binders for accuracy and keep Producer's clients fully informed.

(d) If Producer uses MarketScout to access an insurance company for placing an insurance policy, Producer agrees to continue using MarketScout as the access point for that particular policy for a period of three years from the original effective date of the placement.

ARTICLE 3 PRIVACY COMPLIANCE

MarketScout warrants and represents that it will not disclose or use data stored on a Producer's hard drive that is sent from Producer's browser to the Site except for the purposes stated in this eProducer Agreement. MarketScout further represents and warrants that it will not use data obtained from cookies or other software which tracks data, including but not limited to, each Producer's use of the Site, responses to communications, submitted applications, submitted rapid reservations, submitted data and documents, and access to product document information except for the purposes stated in this eProducer Agreement.

ARTICLE 4 PLACEMENT OF ORDERS

Producer shall follow all applicable laws prior to placing any order for insurance or excess and surplus lines insurance with MarketScout. Coverage may only be bound in writing; oral telephonic communication is not sufficient. Facsimile or electronic communications are acceptable if signed originals are forwarded on the day of signing to MarketScout. Receipt of payment with or without application for a policy will not constitute automatic binding of coverage for said policy.

ARTICLE 5 LICENSING

Producer warrants that it is properly licensed to sell insurance in its state of domicile, and all other states in which Producer sells insurance, and agrees to act in compliance with all laws and regulations regarding placement of insurance with admitted and/ or non-admitted insurance companies in each state.

ARTICLE 6 PREMIUM PAYMENT

Producer guarantees payment to MarketScout of all premiums, including fees and taxes, billed to Producer by MarketScout, on or before the due date, for all policies placed by Producer, notwithstanding the ability of Producer to collect premiums from the insured and without regard to any financing agreement. If Producer does not pay MarketScout within the time specified, MarketScout is authorized to cancel any certificate or policy for which MarketScout has not been paid, and Producer agrees to pay the earned premium on such canceled documents. In the event the Producer is unable to collect audit premium from the insured, the Producer may return an uncollected invoice to MarketScout, along with documentation of its efforts to collect the premium, within 45 days of the invoice date if the insurance company will accept such a returned invoice for direct collection.

ARTICLE 7 CANCELLATION

There shall be no flat cancellation of any insurance coverage bound and/or written at the request of Producer, except as prescribed by law. All coverages affected by MarketScout at the request of Producer are submitted with the understanding that they are not subject to flat cancellation, and will be canceled in accordance with the policy issued and the insurance carrier's procedures. In consideration of the commission allowed to Producer on all premiums, the Producer agrees to refund commission on all returned premiums at the same rate at which such commission was originally paid.

ARTICLE 8 ACCOUNTING

Producer will pay in accordance with terms provided by MarketScout on invoices provided to Producer. The payment must be mailed, wired or electronically transmitted in time to reach our Dallas, Texas office no later than the date indicated on each invoice. When a discrepancy exists in accounting between Producer and MarketScout, it shall be Producer's responsibility to notify MarketScout within ten (10) days from receipt of invoice of amounts in variance with MarketScout records.

ARTICLE 9 CLAIMS AND REPORTS OF LOSSES

Producer agrees to report, immediately upon receipt, any claim, loss or possible claim or loss it has knowledge of to MarketScout and to immediately report, in writing, any fact, occurrence, or incident that may result in a loss or claim, under any policy of insurance placed through MarketScout. Producer does not have authority to adjust, handle, investigate or provide coverage opinions regarding any claim, loss or occurrence.

ARTICLE 10 INDEMNIFICATION

Producer shall indemnify and hold harmless MarketScout and the insurance companies it represents from any and all claims, suits, actions, judgments, loss or expense, including legal fees which MarketScout may incur as a result of any act, error or omission, or breach of this agreement, including any failure of Producer or any of its agents or employees to act.

MarketScout shall indemnify and hold harmless Producer from any and all claims, suits, actions, judgments, loss or expense, including legal fees which Producer may incur as a result of any act, error or omission, or breach of this agreement by MarketScout, including any failure of MarketScout or any of its respective affiliates, officers, directors, agents or employees to act.

ARTICLE 11 ERRORS AND OMISSIONS INSURANCE

Producer agrees to maintain, at all times this Agreement is in effect, errors and omissions coverage for itself and its agents, solicitors and employees in an amount not less than $1,000,000. A copy of the policy or confirmation of coverage will be submitted annually to MarketScout.

ARTICLE 12 TERMINATION

This Agreement may be terminated at any time by either party upon written notice mailed to the last known address of the other party. Termination of this Agreement will not affect the provisions of this Agreement with regard to any policy of insurance placed through MarketScout during the term of this Agreement.

In addition, the AIG Companies have the right to modify, suspend or discontinue Producer's right to access and use the AIG Content, and these terms and conditions, at any time, and such modification, suspension or discontinuance shall be effective immediately upon posting on the Site. Posting revised legal terms and conditions on the Site will constitute notice to Producer of such revised terms and conditions. The AIG Companies reserve the right, in their sole discretion, to restrict, suspend or terminate Producer's access to the AIG Content in whole or in part, without notice.

ARTICLE 13 GOVERNING LAW

Agreement shall be subject to and governed by the laws of the State of Texas.

ARTICLE 14 LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES INCLUDING NEGLIGENCE SHALL MARKETSCOUT OR THE AIG COMPANIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SITE, THE AIG CONTENT, OR RESULTING FROM UNAUTHORIZED ACCESS TO, DELETION OR ALTERATION OF PRODUCER'S TRANSMISSIONS OR DATA OR FAILURE TO STORE TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE PROPERTY, EVEN IF MARKETSCOUT AND/OR THE AIG COMPANIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PRODUCER'S SOLE REMEDY FOR DISSATISFACTION WITH THE AIG CONTENT PROVIDED ON THE SITE IS TO DISCONTINUE USE OF THE AIG CONTENT. THE AIG COMPANIES WILL BE LIABLE ONLY FOR PERFORMANCE OF OBLIGATIONS UNDER INSURANCE POLICIES AND CONTRACTS APPROVED OR EXECUTED BY AN AIG COMPANY.

ARTICLE 15 THIRD PARTY BENEFICIARIES

The AIG Companies are third party beneficiaries of this Agreement with respect to Articles 1 through 5 inclusive, 9, 10, and 12 through 15 inclusive, and have the right to enforce the provisions of those Articles.

PRODUCER MARKETSCOUT CORPORATION

_________________________________ MarketScout Corporation

Company Name 12700 Park Central, Suite 300

Dallas, Texas 75251

_________________________________ (972) 934-4269 voice

Address (972) 934-4299fax

EID# 75-2902480

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Address

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Address Signature

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Telephone Printed Name and Title

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Fax Number Date

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Email Address

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Federal EID#

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Signature

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Printed Name and Title

Please complete and return with a copy of your agency license and proof of E&O insurance.