ABSTRACTOR AND NOTARY ENDORSEMENT

Transcription

1 ABSTRACTOR AND NOTARY ENDORSEMENT Named Insured Endorsement Number Policy Symbol Policy Number Policy Period MPL 2000XXX.13 Issued by (Name of Insurance Company) International Insurance Company of Hannover, Limited To Issue Date of Endorsement Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES YOUR POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: CLAIMS-MADE PROFESSIONAL LIABILITY INSURANCE POLICY 1. It is understood and agreed that Section V. Exclusions is amended to add the following exclusions: The coverage under this Policy does not apply to: any Claim based on or arising out of activities as a Title Agent or Escrow/Closing Agent; any Claim based on or arising out of any actual or alleged breach of underwriting authority by the Insured in its capacity as an abstractor or notary public; any Claim based on or arising out the Insured s actual or alleged failure to effect or maintain any insurance or bond; However, this exclusion shall not apply as respects the Insured s performance of Professional Services; any Claim based on or arising out of the Insured s actual or alleged violation of a fiduciary obligation that is not normally the obligation of a Title Abstractor and/or Notary Public; any Claim based on or arising out of any actual or alleged oil, gas, or mineral searches; any Claim based on or arising out of an Opinion of Title; However, this exclusion shall not apply to an abstract of title, preliminary report, and commitment, or binder rendered by the Insured from an examination of public records for purposes of determining insurability under a title insurance policy. For purposes of this Exclusion, Opinion of Title shall mean an opinion, issued by a lawyer or non-lawyer, as to the legal status of title as determined from a review of an abstract of title and/or other public records. MPF /13 Page 1 of 2

2 2. It is understood and agreed that Section X. Other Insurance is deleted in its entirety and replaced with the following language: X. Other Insurance This insurance shall apply in excess of any other valid and collectible insurance available to the Insured, including, but not limited to any fidelity bonds, crime policies, general liability insurance, directors and officers liability insurance, or business interruption insurance policies, unless such other insurance is written only as specific excess insurance over the limits of liability of this Policy. 3. It is understood and agreed that the Insurer shall not be liable for Damages or Claim Expenses in connection with any Claim arising out of, directly or indirectly resulting from or in consequence of or in any way involving a notarized certification or acknowledgment of a signature without the physical appearance before the Insured of the person who is, or claims to be the person signing any instrument or document which such Insured notarizes. All other Terms, Conditions, and Exclusions of the policy remain unchanged. MPF /13 Page 2 of 2

3 MISCELLANEOUS PROFESSIONAL LIABILITY ERRORS & OMISSIONS AND OTHER SUPPLEMENTARY COVERAGES INSURANCE This Coverage is Provided on a Claims Made and Reported Basis. NOTICE: THIS IS A CLAIMS MADE AND REPORTED FORM. Except to such extent as may otherwise be provided herein, the coverage afforded under this Policy is limited to liability for only those CLAIMS THAT ARE FIRST MADE AGAINST THE INSURED AND REPORTED TO THE COMPANY DURING THE POLICY PERIOD or applicable Extended Reporting Period. The limits of liability available to pay Damages shall be reduced and may be completely exhausted by payment of Claims Expenses. Damages and Claims Expenses shall be applied against the deductible. The Insured should review the coverages afforded under this Policy carefully and the Insured should discuss the coverages hereunder with its insurance agent or broker. Words and phrases in bold have special meaning. See Section II Definitions. The Company agrees with the Named Insured, in consideration of the payment of the premium and in reliance upon the statements in the application which is made a part of this Policy, and subject to the limits of liability, exclusions, conditions and other terms of this insurance, as follows: I. INSURING AGREEMENT A. Professional Wrongful Act Coverage To pay on behalf of the Insured, subject to the terms, conditions, limitations and exclusions of this Policy, those Damages and Claims Expenses which the Insured shall become legally obligated to pay because of a Claim first made against the Insured and reported to the Company during the Policy Period, or any applicable Extended Reporting Period, solely arising out of a Professional Wrongful Act by the Insured in the rendering or failure to render for others Professional Services on behalf of the Named Insured, PROVIDED ALWAYS THAT the Professional Wrongful Act happens: 1. during the Policy Period, or 2. prior to the Policy Period and subsequent to the retroactive date, if any, stated in Item 7 of the Declarations, and provided that prior to the effective date of this Policy: 1. the Insured did not give notice to any prior insurer of any Professional Wrongful Act and 2. the Insured did not have a basis to believe that the Professional Wrongful Act might reasonably be expected to be the basis of a Claim, and 3. there is no prior policy or policies which provide insurance for such liability or Claim, regardless of whether the available limits of liability of such prior policy or policies are sufficient to pay any liability or Claim or whether or not the deductible provisions and amount of such prior policy or policies are different from this Policy B. Other Supplemental Coverages 1. Defendant's Expense Subject to the Limits of Liability Each Day and in the Aggregate for All Days for Defendants Expense specified in the Declarations, the Company will pay expenses incurred by the Insured, including loss of time, as a result of being required at the Company s request to attend trial or arbitration as a party in a civil suit or a respondent in an arbitration where Damages are demanded arising from a Professional Wrongful Act. 2. Fees and Expenses for Non-party Subpoenas for Deposition Testimony and/or the Production of Documents Subject to the Limits of Liability for fees and expenses for non-party subpoenas for deposition testimony and/or the production of documents specified in the Declarations, the Company will pay for all reasonable and necessary fees and expenses to provide the Insured with legal representation in connection with each non-party deposition that the Insured is required to attend in any suit or arbitration and/or in connection with the production of documents, if such deposition testimony and/or production of documents arise out of the performance of Professional Services, and provided that the Insured first receives such subpoenas for non-party depositions and/or requests for the production of documents during the Policy Period, notifies the Company of such subpoenas for non-party depositions and/or requests for the production of documents during the Policy Period, and FURTHER PROVIDED that this section does not apply to and no payment will be made by the Company under this section of the Policy as to any deposition and/or request for documents in any proceeding in which the Insured is a party, or where the Insured is acting as a paid expert or is compensated for his testimony; and where such attendance or giving such testimony is approved in advance by the Company. 3. License and Disciplinary Proceedings Subject to the Limits of Liability for License and Disciplinary Proceedings specified in the Declarations, the Company will pay those amounts that the Insureds pay or incur as attorney or expert fees and expenses in the direct defense of any proceeding first instituted against the Insured and reported to the Company during the Policy Period before any governmental, quasi-governmental, or professional, regulatory or governing body, but only if such proceeding relates to or impacts upon Page 1 of 8

4 the Insured s continued licensing to perform Professional Services, or the imposition upon the Insured of any disciplinary penalties. II DEFENSE, CONSENT AND SETTLEMENT (Included in the Limits of Liability) A. The Company has the right and duty to appoint defense counsel and the right to defend any Claim to which this Policy applies, even if any of the allegations are groundless, false or fraudulent. B. The Company will investigate and settle any Claim as the Company feels appropriate, but the Company shall not commit the Insured to any settlement without the Insured s consent. If the Insured refuses to consent to any reasonable settlement recommended by the Company and elects to continue the defense of the Claim, the Company s liability shall not exceed the amount for which the Company would have been liable for Damages and Claims Expenses had the Claim been so settled when and as recommended by the Company. Additionally, upon the Insured s refusal to consent to a reasonable settlement recommended by the Company, the Company shall have the right to withdraw from the further defense of the Claim by tendering control of the defense thereof to the Insured. C. The Insured shall not admit liability, assume any obligations, incur any costs, charges, or expenses or enter into any settlement without the Company s prior written consent. The Company will have no obligation to reimburse pre-tender Damages or Claims Expenses that are incurred by the Insured without the Company s consent, and the Company shall have no obligation to credit the Insured s deductible in connection with any pre-tender Damages or Claims Expenses that are incurred by the Insured without the Company s consent and which the Company deems unreasonable. D. The Company s payment of the full applicable Limit of Liability ends the Company s duty to defend the Insured or settle any Claim. E. The Company has no duty to defend any Claim not covered by this Policy. III DEFINITIONS Whenever the singular form of a word is used herein, the same shall include the plural where required by context. Whenever used in this Policy: A. Bodily Injury means injury to the body, sickness or disease sustained by any person, including death resulting from said injuries; or mental injury, mental anguish, mental tension or emotional distress, pain or suffering or shock sustained by any person whether or not resulting from injury to the body, sickness or disease or death of any person. B. Claim means a demand received by any Insured for money or services, including the service of suit or institution of arbitration proceedings against the Insured arising out of any act, error or omission in the rendering of those Services in the Profession stated in Item 3 of the Declarations on behalf of the Named Insured. C. Claims Expenses means; 1. fees charged by attorney(s) designated by the Company; and 2. all other reasonable and necessary fees, costs and expenses resulting from the investigation, defense and appeal of a Claim or a suit, or proceeding arising in connection therewith, if incurred by the Company, or by the Insured with the written consent of the Company, including premium for any appeal bond, but without obligation of the Company to apply for or furnish such bond. Claims Expenses shall not include any salary, overhead or other charges by the Insured for any time spent in cooperating in the defense and investigation of any Claim or circumstance which might lead to a Claim notified under this Policy. Nor shall Claims Expenses include any fees, costs or expenses of any supervisory or coverage counsel for the Company. D. Damages" means a monetary judgment, award or settlement, but Damages does not include: any punitive or exemplary damages, fines, sanctions or statutory penalties, including those based upon legal fees whether imposed by law, court or otherwise. E. Domestic Partner means any person who qualifies as a domestic partner under the provisions of any federal, state or local statute or regulation, or under the terms and provisions of any employee benefit or other program established by the Insured. F. Insured means each of the following to the extent set forth below: 1. if the Named Insured is an individual, the person so designated but only with respect to the Services in the Profession stated in Item 3 of the Declarations; 2. if the Named Insured is a firm or association, the firm or association so designated and any partners, directors, officers, stockholders, or other employees of the Named Insured, but solely with respect to those Services in the Profession stated in Item 3 of the Declarations on behalf of the Named Insured; 3. any person who previously qualified as an Insured under 2. above prior to the termination of the required relationship with the Named Insured, but solely with respect to those Services in the Profession stated in Item 3 of the Declarations on behalf of the Named Insured; 4. the estate, heirs, executors, administrators, assigns and legal representatives of any Insured in the event of such Insured s death, incapacity, insolvency or bankruptcy, but only to the extent that such Insured would otherwise be provided coverage under this Policy; 5. any lawful spouse or Domestic Partner of the Named Insured based on the spouse or Domestic Partner s status or such spouse or Domestic Page 2 of 8

5 Partner s ownership interest in property or assets that are sought as recovery for Professional Wrongful Acts; 6. any independent contractor under written contract with the Named Insured while acting solely on the Named Insured s behalf; G Named Insured means the person or entity designated in item 1 of the Declarations; H. Extended Reporting Period means the period of time after the end of the Policy Period for reporting Claims arising from errors, omissions or failing to render for others such services in the Profession as stated in Item 3 of the Declarations, which acts, errors or omissions take place prior to the end of the Policy Period and are otherwise covered by this Policy. I. Policy Period means the period of time between the inception date shown in Item 2 in the Declarations and the effective date of termination, expiration or cancellation of this insurance and specifically excludes any Extended Reporting Period hereunder. J. Pollutants mean any solid, liquid, gaseous or thermal irritant or contaminant including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes material to be recycled, reconditioned or reclaimed. K. Professional Services means the business solely of providing services set forth in Item 3 of the Declarations for others for a fee. L. Professional Wrongful Act means any act, error or omission in the providing of or failure to provide Professional Services by any Insured for others for a fee. This includes the Insured s responsibility for anyone performing Professional Services under the Insured s direction or control. Professional Wrongful Act does not include any demands, lawsuits and/or disputes, commercial or otherwise, based upon, arising out of, directly or indirectly or in any way involving allegations that do not stem directly from the Insured s actual rendering of Professional Services for others for a fee. The Company will not owe the Insured a defense or indemnity obligation in connection with any demands or lawsuits which arise solely out of such disputes. M. Property Damage means damage to or destruction of any tangible property, or the loss of use resulting there from; or IV TERRITORY This Policy only applies to acts, errors or omissions which take place anywhere in the world for Claims first made against the Insured in the United States of America, its territories or possessions, or Canada. V EXCLUSIONS The coverage under this Policy does not apply to: A. any Claim based on or arising out of any actual or alleged criminal, dishonest, fraudulent or malicious act, error or omission of any Insured, committed with criminal, dishonest, fraudulent or malicious purpose or intent; B. any Claim by or on behalf of one Insured under this Policy against another Insured under this Policy; C. any Claim based on or arising out of any actual or alleged Bodily Injury or Property Damage. However, this exclusion shall not apply to Bodily Injury or Property Damage solely arising out of an act, error or omission of the Insured in the performance of Professional Services set forth in Item 3 of the Declarations; D. any Claim based on or arising out of the Insured s actual or alleged commingling of monies or accounts, the actual or alleged loss of monies received by the Insured or credited to the Insured s account, or in any way involving the handling or disbursement of funds by the Insured; E. any Claim based on or arising out the Insured s actual or alleged failure to effect or maintain any insurance or bond; However, this exclusion shall not apply as respects the Insured s performance of Professional Services; F. any Claim based on or arising out of any Insured s actual or alleged activities as a trustee, partner, officer, director, or employee of any employee trust, charitable organization, corporation, company, or business other than that of the Named Insured; G. any Claim made by or against or in connection with any business enterprise (including the ownership, maintenance or care of any property in connection therewith), not named in the Declarations: (1) which is actually or allegedly directly or indirectly owned or controlled in whole or in part by any Insured; (2) in which any Insured is actually or allegedly a beneficial owner, beneficiary, trustee, partner, manager, commission earner/recipient, officer, director, or employee; or (3) where the claimed damages actually or allegedly resulted from an actual or alleged conflict of interest as between the Insured and any client or former client or with the interest of any person claiming an interest in the same or related business enterprise; H. any Claim based on or arising out of the alleged or actual activities of any Insured with regard to any Employee Pension Benefit Plan and/or Employee Welfare Benefit Plan, as those terms are defined in the Employee Retirement Income Security Act of 1974, as amended, sponsored by any Insured or any firm which any Insured owns or controls, or in regard to any such plan in which any Insured is a participant or a Named Fiduciary as that term is used under the Employee Retirement Income Security Act of 1974 as amended; I. any Claim based on or arising out of express warranties or guarantees by any Insured or the Insured assuming liability under contract, unless the Insured would have been legally liable for a Professional Wrongful Act in the absence of such contract; Page 3 of 8

6 J. any Claim based on or arising out of actual or alleged discrimination by the Insured on any basis, including, but not limited to discriminatory employment practices; K. any Claim based on or arising out of: 1. any actual, alleged, or threatened discharge, dispersal, release or escape of Pollutants, such as solid, liquid, gaseous or thermal irritants or contaminants, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste (waste includes materials to be recycled, reconditioned or reclaimed); or 2. any governmental or regulatory directive or request that the Insured, or anyone acting under its direction or control, test for, monitor, clean up, remove, contain, treat, detoxify or neutralize said Pollutants; These exclusions apply to any Claim by whomever or whatsoever made, including, but not limited to, any public, private or governmental person, concern, body, entity, agent, office or corporation. L. any Claim based on or arising out of the alleged or actual formation, growth, presence, release, dispersal, containment, removal, testing for, or detection or monitoring of, or failure to detect of monitor or warn about any molds, fungi, spores, or other similar growth or organic matter, including, but not limited to Aspergillus, Penicillium, or any strain or type of Stachybotris, commonly collectively referred to as the Black Molds ; M. any Claim based on or arising out of any actual or alleged violation of the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C et seq., and any amendment thereto, or any rule or regulation promulgated pursuant thereto and any similar state statutes and any amendments thereto; N. any Claim based on or arising out of any actual or alleged violation of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or any state Blue Sky law or similar federal or state law and any rules or regulations promulgated pursuant to any of the foregoing law, unless specifically endorsed hereon; O. any Claim based on or arising out of any actual or alleged infringement of copyright, patent, trademark, service mark, or trade name, or any actual or alleged misappropriation of trade secrets or proprietary information; P. any Claim based on or arising out of the Insured s actual or alleged failure to comply with any law with respect to the Insured s employees concerning workers compensation, unemployment insurance, social security, or disability benefits or any similar law or insurance coverage; Q any Claim based on or arising out of the Insured s actual or alleged unauthorized use, dissemination, or publication of financial or confidential information concerning an individual or business; R. any Claim based on or arising out of the Insured s actual or alleged breach of an implied or express employment agreement, misappropriation, or unauthorized use of client lists, ideas or concepts, misappropriation of trade secrets, and/or any other allegations involving unfair competition, if brought by a former partner, employer, employee, or independent contractor of any Insured. S. any Claim based on or arising out of any actual or alleged liability arising from any initial public offering, private placement memorandum, prospectus or any other offering of materials which contain or purports to contain tax advantages or deductions or are sold or offered either wholly or in part as a tax shelter, tax haven or tax avoidance investment or scheme; T. any Claim based on or arising out of the actual or alleged advising or securing of any financing or monies for the Insured s clients; U. any Claim based on or arising out of any actual or alleged cost overruns or the exceeding of any budget or other cost limitation; V. any Claim based on or arising out of the actual or alleged bankruptcy or insolvency of any business enterprise; W. any Claim based upon or arising out of actual or alleged excessive or unwarranted fees or charges of any kind, type or description, including but not limited to any Claim seeking the return or reimbursement of fees, costs, expenses, or expenditures paid to the Insured, paid on the Insured s behalf, or paid at the direction of the Insured pursuant to the Insured s role in providing Professional Services; X. any Claim based upon or arising out of any actual or alleged violations of the Telemarketing and Consumer Fraud and Abuse Prevention Act, 15 USC Section 6103, or any other federal, state or local statutes, regulations, or ordinances regarding telemarketing or the use of electronic communications, including but not limited to anti spam statutes, regulations or ordinances; VI LIMITS OF LIABILITY A. Professional Liability 1. Each Claim The Each Claim Limit of Liability for Professional Wrongful Acts, indicated in 4.A.I. and 4.A.II of the Declarations, is the most that the Company will pay for Claims Expenses and Damages arising out of any Claim first made against the Insured and reported to the Company during the Policy Period, regardless of the number of Insureds involved or the number of interrelated Professional Wrongful Acts giving rise to such Claim. Any and all submissions for coverage under the Policy by any Insured based on the same or interrelated Professional Wrongful Acts shall be deemed to be one Claim and shall be subject to the Limit of Liability Each Claim. Any such Claim shall be deemed to have been made against all Insureds at such time as the first demand for money or services is received by any Insured, and shall be deemed to have been reported at such time as the Page 4 of 8

7 first demand for money or services is notified to the Company pursuant to Item 8 of the Declarations. 2. Aggregate Aggregate Limit of Liability for Professional Wrongful Acts, indicated in 4.A.II. of the Declarations, is the most that the Company will pay for all Claims Expenses and Damages arising out of all Claims first made against the Insured and reported to the Company during the Policy Period, regardless of the number of Insureds involved. B. Supplemental Coverages 1. Defendants Expense a. Each Day The Each Day Limit of Liability for Defendants Expense indicated in 4.B.1.I. of the Declarations is the most that the Company will pay for expense incurred by any Insured for each day the Insured is required at the Company s request to attend trial or arbitration as a party or respondent. b. Aggregate The Aggregate Limit of Liability for Defendant s Expense indicated in 4.B.1.II. of the Declarations, is the most that the Company will pay for all expenses incurred by all Insureds for all days that the Insureds are required at the Company s request to attend trial or arbitration as party or respondent. 2. Fees and Expenses for Subpoenas for Non-party Depositions and/or the Production of Documents a. Each Subpoena for Non-party Deposition and/or the Production of Documents The Limit of Liability for Each Subpoena for Non-party Deposition and/or the Production of Documents, indicated in 4.B.2.I. of the Declarations, is the most that the Company will pay for reasonable fees and expenses incurred to provide the Insured with pre-approved legal representation in connection with each subpoena for non-party deposition that the Insured is required to attend and/or each request for the production of documents with which the Insured is required to comply in any suit or arbitration arising out of the Insured s performance of Professional Services. b. Aggregate The Aggregate Limit of Liability for non-party deposition representation and/or the production of documents, indicated in 4.B.2.II. of the Declarations, is the most that the Company will pay for all reasonable fees and expenses incurred for all Insureds for pre-approved legal representation in connection with all subpoenas for non-party depositions that the Insured is required to attend and/or all requests for the production of documents with which the Insured is required to comply in all suits and arbitrations arising out of the performance of the Insured s Professional Services during the Policy Period. 3. License and Disciplinary Proceedings a. Each Proceeding The Each Proceeding Limit of Liability for License and Disciplinary proceedings, indicated in 4.B.3.I. of the Declarations is the most that the Company will pay for all Claims Expenses incurred in direct defense of a proceeding first initiated against the Insured and reported to the Company during the Policy Period before any governmental, quasi-governmental, or professional, regulatory or governing body, relating to or impacting upon the Insured s licensing to conduct Professional Services, or which impose or threaten the imposition upon the Insured of any disciplinary measures. The maximum billing rate that the Company will pay for any attorney retained on the Insured s behalf as to such proceedings shall be $200 per hour. b. Aggregate The Aggregate Limit of Liability for License and Disciplinary Proceedings indicated in 4.B.3.II. of the Declarations is the most that the Company will pay for all Claims Expenses incurred in direct defense of all proceedings first initiated against the Insured and reported to the Company during the Policy Period before any governmental, quasi-governmental, or professional, regulatory or governing body, relating to or impacting upon the Insured s licensing to conduct Professional Services, or which impose or threaten the imposition upon the Insured of any disciplinary measures. The maximum billing rate that the Company will pay for any attorney retained on the Insured s behalf as to such proceedings shall be $200 per hour. C. Aggregate Limit of Liability for All Coverages The Aggregate Limit of Liability for All Coverages indicated in the Declarations is the most that the Company will pay in the aggregate for all amounts payable by the Company for all coverages afforded under this Policy. VII DEDUCTIBLE The deductible amount stated in Item 5 of the Declarations shall be satisfied by payments by the Insured of Damages and Claims Expenses resulting from all Claims first made and reported to the Company during the Policy Period or any Extended Reporting Period as a condition precedent to the payment by the Company of any amounts hereunder. The Insured shall make direct payments within the deductible to appropriate other parties designated by the Company. The deductible applies to Each Claim as indicated in the applicable coverage. VIII INNOCENT INSURED A. Whenever coverage of any Claim under this insurance would be excluded, suspended or lost: Page 5 of 8

8 1. because use of any exclusion relating to criminal, dishonest, fraudulent or malicious acts, errors, or omissions by any Insured, and with respect to which any other Insured did not personally participate or personally acquiesce or remain passive after having personal knowledge thereof; or 2. because of non-compliance with any condition relating to the giving of notice to the Company, The Company agrees that such insurance as would otherwise be afforded under this Policy with respect to each Claim shall apply to those Insureds who did not personally commit or personally participate in committing or personally acquiesce in or remain passive after having personal knowledge of (i) one or more of the acts, errors or omissions described in any such exclusion; or (ii) such failure to give notice, provided that if the condition be one with which such Insureds can comply, after receiving knowledge thereof, the Insureds shall comply with such condition promptly after obtaining knowledge of the failure of any other Insured or Insureds to comply therewith. B. With respect to this provision, the Company s obligation to pay in such event shall be in excess of the deductible and in excess of the full extent of any assets of any Insured to whom the exclusion applies. In no event shall the Company s obligation to pay exceed the applicable limit of liability stated in Items 4.A., 4.B., or 4.C. of the Declarations. IX EXTENDED REPORTING PERIOD In case of non-renewal of this Policy by the Named Insured or cancellation or non-renewal of this Policy by the Company, for reasons other than the Named Insured s non-payment of premium or Deductible or non-compliance with the terms and conditions of this Policy, the Named Insured shall have the right to an Extended Reporting Period as follows: A. Automatic Extended Reporting Period The Named Insured shall have the right to a period of thirty (30) days following the effective date of such cancellation or non-renewal (referred to as the Automatic Extended Reporting Period ), in which to give notice to the Company of any Claim first made against the Insured during the Automatic Extended Reporting Period for any Professional Wrongful Act committed prior to the end of the Policy Period and otherwise covered by this Policy. B. Optional Extended Reporting Period 1. The Named Insured shall have the right upon payment of an additional premium to have issued an endorsement providing an Optional Extended Reporting Period covering any Claim first made against the Insured reported to the Company during the Optional Extended Reporting Period or within thirty (30) days thereof for Professional Wrongful Acts committed prior to the effective date of such cancellation or non-renewal and otherwise covered by this Policy. The Named Insured may elect this twelve (12) month Optional Extended Reporting Period for one hundred percent (100%) additional premium. At the commencement of the Optional Extended Reporting Period, the entire premium shall be deemed earned and, in the event the Named Insured terminates the Optional Extended Reporting Period before its expiration for any reason, the Company shall not be liable to return to the Named Insured any portion of the premium for the Optional Extended Reporting Period. 2. The right to purchase the Optional Extended Reporting Period shall terminate, however, unless written notice of such election with the additional premium is received by the Company not later than sixty (60) days after the effective date of cancellation or non-renewal. A change in Policy terms, conditions, exclusions and/or premiums shall not be considered a non-renewal for purposes of triggering the rights to an Optional Extended Reporting Period. 3. The first thirty (30) days of the Optional Extended Reporting Period, if purchased and becomes effective, shall run concurrently with the Automatic Extended Reporting Period. The fact that the period during which Claims may be made against the Insured under this Policy is extended by virtue of either the Automatic Extended Reporting Period or the Optional Extended Reporting Period shall not in any way increase the Limits of Liability of this Policy. 4. No Optional Extended Reporting Period shall be available when any Insured s license or right to practice his or her profession is revoked, suspended by or surrendered at the request of any regulatory authority. X OTHER INSURANCE This insurance shall apply in excess of any other valid and collectible insurance available to the Insured, including, but not limited to any general liability insurance, directors and officers liability insurance, or business interruption insurance policies, unless such other insurance is written only as specific excess insurance over the limits of liability of this Policy. XI NOTICE OF CLAIM, OR CIRCUMSTANCE THAT MAY LEAD TO A CLAIM A. If any Claim is made against the Insured during the Policy Period or any applicable Extended Reporting Period, the Insured shall immediately forward to the Company, through persons named in Item 8 of the Declarations, every demand, notice, summons or other process received by him or his representative. B. If during the Policy Period, the Insured first becomes aware of an act or omission that could reasonably form the basis of a Claim, and the Insured gives immediate written notice to the Company through persons named in Item 8 of the Declarations during the Policy Period of: Page 6 of 8

9 1. the specific act, error or omission; an 2. the injury or damage which may result or has resulted from the act, error or omission; and 3. the circumstance by which the Insured first becomes aware of the act, error or omission; then any such Claim that arises out of such reported act, error or omission and that is subsequently made against any Insured and reported to the Company pursuant to Item 8 of the Declarations shall be deemed to have been made against all Insureds at the time such notice was given to the Company. C. A Claim shall be considered to be reported to the Company when notice of the Claim, or of an act, error or omission which could reasonably be expected to give rise to a Claim is first given to the Company through persons named in Item 8 of the Declarations. D. If any Insured shall make any Claim under this Policy knowing such Claim to be false or fraudulent, this Policy shall become null and void and all coverage hereunder shall be forfeited. XII ASSISTANCE AND COOPERATION OF THE INSURED The Insured shall cooperate with the Company in all investigations, including investigations regarding the application for and coverage under this Policy. Upon the Company s request, the Insured shall submit to examination and interrogation by a representative of the Company, under oath if required. The Insured shall attend hearings, depositions and trials and shall assist in securing and giving evidence, obtaining the attendance of witnesses, all without charge to the Company. The Insured shall further assist in effecting settlements, in the conduct of suits and in enforcing any right of contribution, apportionment or indemnity against any person or organization, who may be liable to the Insured because of acts, errors or omissions with respect to which insurance is afforded under this Policy. The Insured shall not, except at his own cost, admit liability, make any payment, assume any obligation, incur any expense, enter into any settlement, stipulate to any judgment or award or otherwise dispose of any Claim without the written consent of the Company. XIII ACTION AGAINST THE COMPANY No action shall lie against the Company unless, as a condition precedent thereto, there shall have been full compliance with all terms of this Policy, nor until the amount of the Insured s obligation to pay shall have been fully and finally determined either by judgment or award against the Insured after actual trial or arbitration or by written agreement of the Insured, the claimant and the Company. Any person or organization or the legal representative thereof who has secured such judgment, award or written agreement shall thereafter be entitled to recover under this Policy to the extent of the insurance afforded by this Policy. No person or organization shall have any right under this Policy to join the Company as a party to an action or other proceeding against the Insured to determine the Insured s liability, nor shall the Company be impleaded by the Insured or the Insured s legal representative. Bankruptcy or insolvency of the Insured or of the Insured s estate shall not relieve the Company of any of their obligations hereunder. XIV SUBROGATION In the event of any payment under this Policy, the Company shall be subrogated to all the Insured s rights of recovery against any person or organization, and the Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured shall do nothing after the payment of Damages by the Company to prejudice such rights. The Company shall also have the right to file a declaratory judgment action or claim for subrogation or contribution against any Insured to have the Company s rights and duties under the Policy determined or to recoup any monies paid on the Insured s behalf, to the extent that such monies are ultimately advanced, and to the extent the Insured is not entitled to said sums pursuant to the terms and conditions of the Policy. XV CHANGES Notice to any agent or knowledge possessed by any agent or by other person acting on behalf of the Company shall not affect a waiver or a change in any part of this Policy or estop the Company from asserting any right under the terms of this Policy. The terms of this Policy shall not be waived or changed, except by endorsement issued to form a part of this Policy. XVI MERGERS AND ACQUISITIONS The Named Insured shall be required to give written notice to the Company prior to the completion of a merger or acquisition by or of the Named Insured, and the Company expressly reserves the right to cancel the policy or demand a premium adjustment if this insurance is to remain in force subsequent to any merger or acquisition. XVII ASSIGNMENT The interest hereunder of any Insured is not assignable. If the Insured shall die or be adjudged incompetent, this insurance shall cover the Insured s legal representative as the Insured with respect to liability previously incurred and covered by this insurance. XVIII CANCELLATION Page 7 of 8

10 A. This Policy of insurance may be cancelled by the Named Insured by surrender thereof to the Company or by mailing to the Company written notice stating when thereafter the cancellation shall be effective. This insurance may be cancelled by the Company by mailing to the Named Insured at the address shown in Item 1 of the Declarations written notice stating when not less than 60 days thereafter such cancellation shall be effective. However, if the Company cancels this insurance because the Insured has failed to pay a premium when due, this insurance may be cancelled by the Company by mailing a written notice of cancellation to the Named Insured at the address shown in the Declarations stating when not less than 10 days thereafter such cancellation shall be effective. The mailing of notice as aforesaid shall be sufficient proof of notice. The time of surrender or the effective date and hour of cancellation stated in the notice shall become the end of the Period of Insurance. Delivery (where permitted by law) of such written notice either by the Named Insured or by the Company shall be equivalent to mailing. B. If the Named Insured cancels this insurance, earned premium shall be computed in accordance with the customary short rate table and procedure as stated herein. If the Company cancels this insurance, earned premium shall be computed pro rata. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. XIX ENTIRE CONTRACT By acceptance of this Policy, the Insured agrees that the statements in the Declarations and application are the Insured s agreements and representations, that this insurance is issued in reliance upon the truth of such representations and that this Policy embodies all agreements existing between the Insured and the Company relating to this insurance. XX SERVICE OF SUIT It is agreed that in the event of the failure of the Company hereon to pay any amount claimed to be due under this Policy, the Company hereon, at the request of the Named Insured, will submit to the jurisdiction of a Court of competent jurisdiction within the United States. This Condition does not constitute and should not be understood to constitute an agreement by the Company that an action is properly maintained in a specific forum, nor may it be construed as a waiver of the Company s rights to commence an action in any Court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another Court as permitted by the laws of the United States or of any State in the United States. It is further agreed that service of process in such suit may be made upon the Company s representative designated in Item 8 of the Declarations and that in any suit instituted against any one of then upon this contract, the Company will abide by the final decision of such Court or of any Appellate Court in the event of an appeal. The Company s representative, as designated in Item 8 of the Declarations, is authorized and directed to accept service of process on behalf of the Company in any such suit and/or upon the request of the Named Insured to give a written undertaking to the Named Insured that they will enter a general appearance upon the Company s behalf in the event such a suit shall be instituted. Further, pursuant to any statute of any state, territory, or district of the United States which makes provision therefore, the Company hereby designates the Superintendent, Commissioner or Director of Insurance, or other officer specified for that purpose in the statute, or his successor or successors in office, as their true and lawful attorney upon whom may be served any lawful process in any action, suit, or proceeding instituted by or on behalf of the Named Insured or any beneficiary hereunder arising out of this contract of insurance, and hereby designate the Company s representative designated in Item 8 of the Declarations as the person to whom the said officer is authorized to mail such process or a true copy thereof. Page 8 of 8