This agreement made and entered into this 
by and between Bass Underwriters, Inc. (hereinafter “Bass”) and , (hereinafter referred to as “Producer”) and both collectively (“Parties”).
Witnessed, in consideration of Bass placing risks occasionally hereinafter for Producer with insurer(s), together with the mutual promises and covenants hereinafter set out, it is agreed as follows.
1. This agreement shall apply to all current insurance contracts already placed and in
force at the date hereof and all future insurance contracts which may be placed by Bass,on behalf of the Producer.
2. Producer shall continually and timely provide Bass with accurate and complete
information for all insurance quotes, binders, contracts and policies. Producer shall
timely comply with all Bass requests for additional information and/or documentation
related to and necessary for any insurance contract. Any deliberate and material
misrepresentations by Producer for all policy information shall be considered a breach of this agreement and immediate grounds for termination.
3. No insurance contract may be returned to Bass by Producer for flat cancellation
unless it is returned and received prior to the effective date of the contract, subject to carrier approval. Earned premium shall be computed and charged on every contract canceled after the effective date in accordance with the cancellation provisions of such contract/policy and/or applicable state statutes.
4. Producer warrants and represents that Producer is properly licensed to transact
business as an agent or broker in accordance with the insurance laws, rules and
regulations of each state in which producer transacts business. Producer will maintain such license or licenses in good standing for the duration of this agreement and will furnish written proof of such licensing immediately upon request by Bass. Producer will promptly notify Bass of any suspension, cancellation or disciplinary action with respect to its or any of its agent’s license(s). Failure to provide proof of proper licensing will be grounds for immediate termination of this agreement. Producer further warrants and agrees that Bass will not process any insurance policies for any type of risk in any state that Producer is not properly licensed in.
5. Producer now has and shall maintain insurance agent’s Errors and Omission coverage with a minimum policy limit of one million dollars ($1,000,000) while this agreement is in force and will furnish written proof of such coverage upon request by Bass annually. Producer will provide Bass with prompt written notice of any material change, cancellation or other termination of this coverage. Failure to provide proof of such coverage will be grounds for immediate termination of this agreement.
6. Producer is responsible for Twenty Five Percent (25%) of the total premium, plus all
fees and applicable state taxes upon policy binding. The full amount of premium, fees
and applicable state taxes, less commission is due to Bass as indicated on the invoice but not later than the 10th day of the first (1st) month after the effective date of such
contract, audit, or other additional premiums that may arise by endorsements either
imposed by the carrier or requested by agent/insured. Failure of the Producer to collect payment from the insured does not release producer from this financial responsibility to Bass. Bass is under no duty or obligation to obtain such payment from the insured. If full payment is not received by the date due, Bass reserves the right to charge late fees, and any expenses associated with the collection of unpaid balances. If a legal dispute arises between the parties regarding enforcement of this agreement, the prevailing party shall be entitled to an award of reasonable attorney’s fees and costs associated with enforcement of any provision of this agreement.
7. If an additional premium shall be due under an insurance contract, as a resulting from a carrier’s premium audit on an expired, canceled or prior term policy, and such audit results in an increase in premium due for an insurance contract, the Producer will make all reasonable efforts to collect amounts due. Producer will potentially be relieved of responsibility for such adjusted premium, IF Producer notifies Bass in writing within 20 days after the invoice date, stating that Producer has made diligent efforts and is unable to collect such premiums. This relief of responsibility of Producer is also contingent on the insurer fully releasing Bass of liability for such premium. Failure to give Bass timely notice shall constitute Producers acceptance of responsibility to pay all such premiums. If commission applies to these adjustments of premium, Producer shall not be entitled to any commission related to premium collected directly by Bass or the insurer under this provision. This section of the agreement does not pertain to any endorsements required on current policy terms.
8. Producer shall be entitled to compensation for each insurance contract as set forth by each individual insurance carrier’s compensation guidelines and/or as otherwise
agreed between the parties.
9. Producer shall be responsible for keeping its own accurate records of
expiration/renewal dates for all policies. Bass will use its best efforts to give the
Producer reasonable advanced notice of the expiration of all policies, but failure of Bass to provide such notice will not render Bass liable in any manner.
10. The furnishing of promotional materials, (including, but not limited to applications,
rate schedules, brochures, or any other material) from Bass to the Producer does not
create or imply an agency relationship or binding authority between Bass and the
Producer.
11 Producer has no authority to assign or adjust any portion of any losses on behalf of Bass or any of its companies. All claims are to be immediately and properly reported in writing directly to Bass for assignment and handling.
12. Producer acknowledges it is not the agent of and has no authority to bind Bass or
any of its principals or insurer(s). Producer warrants it is the agent of the insured and
acknowledges Bass bears no agency or fiduciary responsibility to the insured.
13. The Producer shall own and control the expiration of all business transacted
hereunder at all times and under and all circumstance.
14. In connection with the business activities contemplated and controlled by this Agreement (the "Purpose"), Bass may disclose to Producer, or Producer may otherwise receive access to, Confidential Information (as defined below). Producer shall use the Confidential Information solely for the purpose of procuring insurance products and, shall not disclose or permit access to Confidential Information other than to its affiliates and its or their employees, directors, shareholders, partners, members, managers, agents, attorneys, accountants, and financial advisors (collectively, "Representatives") who: (a) need access to such Confidential Information for the Purpose; (b) are informed of its confidential nature; and (c) are bound by written confidentiality obligations no less protective of the Confidential Information than the terms contained herein. Producer shall safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its most sensitive information and no less than a commercially reasonable degree of care. Producer shall within ten days/promptly notify Bass in writing of any unauthorized use, access, or disclosure of Confidential Information and take all reasonable steps/use its best efforts/cooperate with Bass to prevent further use, access, or disclosure. Producer shall be responsible for any breach of this Agreement caused by its Representatives. Bass retains its entire right, title, and interest, including all intellectual property rights, in and to all Confidential Information, and no disclosure of Confidential Information hereunder will be construed as a license, assignment, or other transfer of any such right, title, and interest to Producer or any other person. “Confidential Information” may include but is not limited to: insurance carrier information, correspondence, related forms, pricing, underwriting guidelines, commission schedules, accounting and payment information, financing information, coverages, endorsements, notices, and any other information related in any way to the procurement of insurance between the parties.
15. Each party shall fully indemnify, defend and hold harmless the other and any and all of its officers, directors, shareholders and employees from any loss, claim, liability, damage and expense (including reasonable attorney’s fees and costs and expenses of litigation) which each may incur or suffer by reason of material inaccuracy of any representation contained herein, and/or breach by the other of any the material terms, conditions, or warrants contained in this agreement.
16. Producer acknowledges and agrees that this agreement and all disputes related thereto, shall be governed by and construed in accordance with the laws of the State of Florida. Producer further acknowledges, agrees, and waives any objection to the exclusive venue for any dispute, cause of action or claim by either party being solely in the appropriate State or Federal Courts in and for Fort Lauderdale, Broward County, Florida without giving effect to its conflict of laws rules. Each party acknowledges and agrees that any controversy which may arise under this agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives to the fullest extent permitted by applicable law any right it may have to a trial by jury in respect of any legal action arising out of or relating to this agreement or the transactions contemplated by this agreement. Each party to this agreement certifies and acknowledges that (a) no representative of any other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such party has considered the implications of this waiver, and (c) such party makes this waiver voluntarily.
17. For any dispute, cause of action or claim by either party the prevailing party shall be entitled to an award of reasonable attorneys’ fees and costs, including appellate fees.
18. This agreement may be canceled at any time by written notice of either party to the other, but said cancellation shall not alter in any way the continued application of this agreement to insurance contracts effected prior to the date of such cancellation.
19. Any amendment to this agreement shall be made only with the written consent of
both parties and attached hereon through addendum.
20. Producer acknowledges and agrees that by entering into this agreement, all its
owners, employees, and/or agents, shall also be bound by all of the terms and
conditions contained herein.
In witness whereof, the parties hereto have set their hands and seals this day and year first above written.