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Pathpoint Insurance Services Agency and Producer Agreement

Agreement

  • This Agreement is between Pathpoint, Inc., with offices at 2201 Wisconsin Ave NW, 2nd Floor, Washington, DC 20007 (“Pathpoint”) and ___________________, with offices at _________________ (“Producer”) (collectively, the “Parties”) and made effective as of the day of _________, __.

    The Parties Agree that:

    1. Submission of Applications; No Binding Authority Granted: Producer may, from time to time, submit applications for insurance coverage on behalf of its clients. All applications and submissions shall be made through the Pathpoint internet portal (the “Portal”) and shall at all times be subject to the Terms of Use for the Portal then in effect. Producer shall have no authority to accept or bind policies or coverages on behalf of Pathpoint or any insurance company represented by Pathpoint. Producer shall deliver to its clients any quotes received from the Portal and issue orders to bind in conformance with quotes issued through the Portal without alteration or modification.

    2. *PathPay-Agency Bill / Binding and Payment: Upon submitting an order to bind coverage, Pathpoint shall provide a Binder, which may include subjectivities that must be satisfied before coverage becomes effective. If applicable, subjectivities required to make coverages effective may include, but shall not be limited to, the submission of any and all documentation necessary to appropriately issue a surplus lines insurance policy in the jurisdiction where a risk is located. Pathpoint shall also deliver to Producer a Cover Letter (with or without an Invoice) setting forth the premium owed for coverage, including applicable taxes and stamping, inspection, policy administration or other fees owed in connection with the coverage bound. The Cover Letter shall also specify the Commission receivable by the Producer as a percentage of the policy’s Gross Written Premium (excluding taxes and fees) (“GWP”). In the absence of any other agreement to the contrary, with respect to policies placed through  Pathpoint’s Automated Binding Authority Service, Producer’s Commission shall equal [ten] percent [10%] of GWP. Notwithstanding any provision herein to the contrary, the aforesaid Commission for policies written through  Pathpoint’s Automated Binding Authority Service may be amended by Pathpoint on thirty (30) days written notice to the Producer. For policies placed other than through Pathpoint’s Automated Binding Authority Service (i.e., policies placed through Pathpoint’s Middle Market Brokerage Service), Producer’s Commission shall be as stated on the Cover Letter or Invoice delivered with a quote received through Pathpoint’s Middle Market Brokerage Service. Producer shall be obligated to pay Pathpoint by means of an approved form of electronic funds transfer all premium, taxes and fees owed with respect to coverages bound, net of the allowed Producer’s Commission, whether or not collected from the insured, no later than the twentieth (20th) day following the effective date of coverage. Note: Pathpoint does not accept paper checks delivered by any postal service or overnight courier service as payment for premiums and fees. All funds collected by Producer in respect of coverages bound with Pathpoint  shall be held in a fiduciary account until remitted to Pathpoint and shall not be commingled with Producer’s own funds. Obligations to collect and remit any additional premium on policies subject to audit shall be governed by the terms of Pathpoint’s agreement with the applicable insurance company.

    OR*

    3. PathPay-Insured Pay / Binding and Payment: Upon submitting an order to bind coverage, Pathpoint shall provide a Binder, which may include subjectivities that must be satisfied before coverage becomes effective. If applicable, subjectivities required to make coverages effective may include, but shall not be limited to, the submission of any and all documentation necessary to appropriately issue a surplus lines insurance policy in the jurisdiction where a risk is located. Pathpoint shall also deliver to Producer a Cover Letter (with or without an Invoice) setting forth the premium owed for coverage, including applicable taxes and stamping, inspection, policy administration or other fees owed in connection with the coverage bound. The Cover Letter shall also specify the Commission receivable by the Producer as a percentage of the policy’s Gross Written Premium (excluding taxes and fees) (“GWP”). In the absence of any other agreement to the contrary, with respect to policies placed through  Pathpoint’s Automated Binding Authority Service, Producer’s Commission shall equal [ten] percent [10%] of GWP. Notwithstanding any provision herein to the contrary, the aforesaid Commission for policies written through  Pathpoint’s Automated Binding Authority Service may be amended by Pathpoint on thirty (30) days written notice to the Producer. For policies placed other than through Pathpoint’s Automated Binding Authority Service (i.e., policies placed through Pathpoint’s Middle Market Brokerage Service), Producer’s Commission shall be as stated on the Cover Letter or Invoice delivered with a quote received through Pathpoint’s Middle Market Brokerage Service. In all cases Producer shall place an order to bind coverage for its clients by opting into the “Insured Pay” feature of the Portal, which allows the Producer to provide a means for immediate payment of all premiums, fees and taxes owed with respect to a placement or to secure premium financing for the placement from the PathPay  funding provider on behalf of the Producer’s client. Producer further agrees that the PathPay funding provider must confirm to Pathpoint that acceptable arrangements for payment of all premiums, fees and taxes owed with respect to a placement have been completed and that funds for the placement (net of Producer’s commission specified above) will be delivered to Pathpoint before Pathpoint will be obligated to bind coverage. The PathPay funding provider will, upon satisfactory receipt of funds or acceptance of a premium financing agreement, pay directly to Producer the Producer’s Commission specified above All funds collected by Producer in respect of coverages bound with Pathpoint shall be held in a fiduciary account until remitted to Pathpoint and shall not be commingled with Producer’s own funds. Obligations to collect and remit any additional premium on policies subject to audit shall be governed by the terms of Pathpoint’s agreement with the applicable insurance company.

    * Upon registration with Pathpoint, Producer shall elect which form of placement Producer intends to make via the Portal. All of Producer’s placements shall be made pursuant to PathPay-Agency Bill Insured (Section 2) or PathPay-Insured Pay (Section 3). Only one option may be elected for all of Producer’s placements, and the form of placement shall not vary during the term of this Agreement. If this Agreement is entered in conjunction with a Pathpoint Master Agency Agreement, Pathpoint General Agency Agreement or a Pathpoint Referral and Marketing Agreement, the form of placement designated in such other Agreement shall govern the form elected for Producer’s placements.

    4. No Claims Authority; Complaint Procedure: All claims under any policy issued through the Portal shall be handled in accordance with the claims procedures specified in the applicable insurance policy. Neither Pathpoint  nor Producer shall have any authority to receive, handle, adjust or pay any claims under policies issued through the Portal. Upon receipt of any complaint from a policyholder or regulatory authority regarding any coverage insured through the Portal, Producer shall promptly report such complaint to Pathpoint and provide Pathpoint with all communications, documentation or other information relevant to the coverage that is the subject of the complaint. 

    5. Cancellations of Coverage; Return of Commission: In cases where payments owed to Pathpoint are not received by the due date (or where an insured has failed to fulfill subjectivities required to make coverage effective),  Pathpoint shall issue Notices of Cancellation at the earliest opportunity in accordance with applicable policy terms and governing law and regulation. Flat cancellations of bound policies are only allowed when permitted by applicable law and with the consent of the applicable insurance company. Producer shall remain obligated to return and shall forfeit the pro rata portion of Producer’s commissions payable with respect to any return or unearned premium.

    6. Representations and Warranties of Producer:

    a. Producer Insurance Licensing- Producer is and shall remain properly licensed in each and every jurisdiction in which Producer maintains an office or in which an insured risk is located. Producer shall ensure that all employees and agents transacting business on behalf of Producer are properly licensed, and Producer shall not share with or remit commission to any person or entity not authorized to receive commission. In the event Producer’s or any of Producer’s employees’ licenses are revoked or suspended in any jurisdiction, Producer will notify Pathpoint immediately. 

    b. Ownership Change – Each party shall notify the other immediately with respect to any material change of its ownership.  

    c. Errors & Omissions Insurance - Producer shall maintain at all times professional liability (“E&O”) insurance with limits of $1,000,000 per occurrence / $2,000,000 in aggregate. Producer agrees to provide  Pathpoint with evidence of required E&O coverage upon request.

    d. Books and Records - Producer agrees to maintain appropriate books and records for business transacted with Pathpoint and shall make all such records available to Pathpoint as reasonably requested.

    7. Fair Credit Reporting Act Disclosure and Consent:  

    a. In connection with determining Producer’s eligibility to place business with Pathpoint and submit orders to bind insurance coverage, Pathpoint will, from time to time, order a report from the National Insurance Producer Registry (“NIPR”), which is deemed to be a Credit Reporting Agency (“CRA”) within the meaning of the Fair Credit Reporting Act (“FCRA”). NIPR’s reports concerning Producer’s eligibility to place business with Pathpoint may be deemed to constitute Consumer Reports withing the meaning FCRA.; 

    b. By signing below, Producer, on behalf of itself and any licensed insurance agent submitting business to  Pathpoint under this Agreement (each, a “Sub-Producer”), hereby voluntarily authorizes Pathpoint to obtain  reports from NIPR relating to Producer’s and Sub-Producers’ licensing and insurance regulatory status and  to use those reports in connection with Producer’s authorization to submit applications for and bind  coverages with Pathpoint, whether now or in the future, in any jurisdiction; 

    c. Producers and Sub-Producers in the states of California, Minnesota and Oklahoma agree that they will not submit applications to the Pathpoint Portal without first seeking additional disclosures and notification of their rights in those jurisdictions. 

    d. This is a continuing authorization.

    8. Term and Termination; Effect of Termination: This Agreement will be effective for an initial term of two (2) years and will automatically renew for additional one-year terms unless terminated by either Party in writing no less than ninety (90) days prior to the end of the then-current term. This Agreement will automatically terminate  without notice if: a) Producer files for liquidation or reorganization or is adjudicated bankrupt; b) Producer ceases  to hold valid licenses to engage in the business of insurance; c) Producer commits fraud in the procurement of an  insured’s coverage or commits any other criminal act in relation to the business conducted pursuant to this  Agreement; or d) Producer fails to maintain required E&O insurance in full force and effect. Pathpoint may terminate this Agreement on ten (10) days’ written notice to the Producer in the event Producer fails to pay any amounts owed to Pathpoint that are not subject to a good faith dispute or breaches any other material obligation under this Agreement and fails to cure such breach within ten (10) business days following receipt of such notice.  Termination of this Agreement shall not alter in any way the continued application of this Agreement to insurance policies issued with effective prior to the date of termination or to Producer’s obligations expressly stated to survive termination. 

    9. Indemnification: Each Party will defend, indemnify and hold the other Party, together with its employees, officers  and agents, and (in the case of indemnity owed to Pathpoint) any applicable insurance company represented by  Pathpoint, harmless from and against any and all claims, suits, actions, fines, liabilities, losses, expenses or damages  which the indemnified Party and /or its insurance companies may incur as a result of: a) any violation or alleged  violation by the indemnifying Party of any law; or b) any loss or expense to the indemnified Party arising from the  indemnifying Party’s misrepresentation, negligent acts or omissions, or any breach of the indemnifying Party’s  obligations under this Agreement. The Parties’ obligation to defend and indemnify the other Party and any indemnified insurance companies shall survive the termination of this Agreement.

    10.  Expirations: Producer, vis-à-vis Pathpoint, will exclusively own and control all policy expirations rights for every policy sold pursuant to this Agreement, including all producer lists. Under no circumstances will Pathpoint use or refer to the expirations or any related transaction records to sell any policy or service absent the specific written permission of Producer

    11. Confidentiality: As respects any confidential information of Pathpoint, Producer and Producer’s clients, the Parties will use commercially reasonable administrative, physical, electronic and managerial procedures that are designed to appropriately protect the confidentiality, integrity and availability of such information collected in accordance with any applicable state or federal privacy law. Such safeguards shall include: (a) security  management policies and procedures including incident management procedures to address security events, (b)  access controls, including password change controls, to ensure access to information resources is granted on a  need to know and least privilege basis to prevent unauthorized access or disclosure of information, (c) device and  software management controls to guard against viruses and other malicious or unauthorized software, (d) industry  standard encryption safeguards as appropriate and where required by law, (e) logging procedures to proactively  record user and system activity for routine review, and (f) facility access and protection controls to limit physical  access to information resources and guard against environmental hazards (e.g., water or fire damage). The Parties shall regularly review their respective procedures and technology to ensure they remain consistent with industry standards. Each Party will notify the other Party within seventy-two (72) hours of any determination of a security breach regarding confidential information in the possession, custody or control of the Party

    12. Miscellaneous:  

    a. No Agency Created – It is understood and agreed that the Parties to this Agreement shall be deemed independent contractors and neither Party shall be deemed the agent or employee of the other Party.

    b. No License Granted – Neither Party shall be granted the right to use the trademarks, service marks or logos of the other Party (or of any insurance company represented by Pathpoint) in any marketing material or other communication without the express written consent of the other Party (or insurer, as applicable).

    c. Entirety of Agreement - This Agreement supersedes all previous agreements, whether oral or written, between Pathpoint and Producer and may not be altered or amended except in writing signed by a duly authorized representative of the Parties. 

    d. Governing Law – This Agreement shall be governed by the substantive law of the District of Columbia without regard to its choice of law rules. 

    e. Attorneys’ Fees – In any action or lawsuit commenced to enforce a Party’s rights pursuant to this Agreement, the prevailing Party shall be entitled to collect, in addition to damages or other remedies awarded, the Party’s reasonable attorneys’ fees incurred in the course of such action or lawsuit.




    IN WITNESS WHEREOF, the Parties have entered this Agreement as of the date first written above.

    PATHPOINT, INC.

    By:____________________________

    Name: Alex Bargmann

    Title: CEO

    [PRODUCER]

    By:____________________________

    Name: _________________________

    Title: _________________________



    Appendix 1: Required Agency Documentation

    Agency E&O Insurance
    Please attach Certificate of Insurance or declarations page of your agency E&O policy, in PDF format.

    IRS Form W-9
    Please attach your agency’s IRS Form W-9, in PDF format.

    Resident Producer Licenses
    Please attach a minimum of 1 resident property/casualty license, in PDF format. If you have multiple licenses, you should merge them into a single PDF file. SmallPDF offers a free resource for this.

    Non-Resident Producer Licenses
    Please attach a minimum of 1 non-resident property/casualty license, in PDF format. If you have multiple licenses, you should merge them into a single PDF file. SmallPDF offers a free resource for this.

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