a division of Hull & Company
THIS PRODUCER AGREEMENT (this “Agreement”), dated as of
, 20__, is made
and entered into by and between Morstan General Agency, a division of Hull & Company, Inc., a Florida
corporation (“Broker”) and , a corporation
(“Producer”). Broker conducts its insurance operations through separate business units. As used in this
Agreement, the term “Broker” shall refer to these business units and any other entities that may be affiliated
through common ownership and/or managed by Broker as agent for maintaining producer relationships.
Producer desires to place contracts of insurance through companies represented by Broker (those
companies referred to herein as “Insureror “Insurers”) and utilizing the underwriting facilities, knowledge,
and services of Broker. Broker is willing to offer facilities to Producer for the placement of insurance by
admitted and/or non-admitted Insurers. In consideration of the mutual promises contained in this
Agreement, it is agreed as follows:
Authority. Producer has authority, pursuant to the terms of this Agreement, to submit accounts or
risks to Broker for the purpose of placement and procurement of insurance coverage with Insurers and
utilizing the underwriting facilities, knowledge, and services of Broker. This Agreement, and the relationship
between the parties and their officers and employees, is not intended, and shall not be construed, to create
a partnership, joint venture or employment relationship between Producer and Broker. Producer is for all
purposes an independent contractor. Producer will act in accordance with any Insurer’s policies and
administrative guidelines that are known or should be known to the Producer including, but not limited to,
the Insurer’s practices regarding the issuance of certificates and other evidence of insurance. Broker, in its
sole discretion, shall judge whether to accept, reject or submit to Insurer for acceptance any applications of
insurance for risks submitted by Producer and shall incur no liability for failure to place any such risk.
Nothing in this Agreement shall place Broker under any obligation to accept any proposal or new business
or the renewal of existing business put to it by the Producer, Producer agrees to the following express
limitations of authority:
Binding Authority. Producer has no authority to bind Broker or any of its principals, or
commit to issue binders or policies of insurance on behalf of Broker or to make any representation not
strictly in accordance with the policies and contracts placed pursuant to the terms of this Agreement.
Producer shall not make, alter, or vary any terms of coverage, or modify the terms of payment of any
premium or deposit, or incur any liability for Broker.
Co-Brokering. Producer shall not act as an underwriter, re-broker or co-broker (double
broker) for any application submitted or policy placed or procured pursuant to this Agreement without the
express written consent of Broker.
Certificates and Evidence of Insurance. Producer’s authority to issue or communicate
certificates of insurance or evidence of insurance relating to insurance placed pursuant to this Agreement is
limited to the extent: (i) such authority is expressly authorized in writing to the Producer by the Insurer, with
a copy of such authority provided to the Broker; and (ii) such authorized certificates or evidence are strictly
in accordance with the Insurer’s policies and contracts and terms of this Agreement. If Producer provides
copies of certificates or evidence of insurance to Broker, it is understood that Broker will not review, analyze
or otherwise comment on the accuracy, completeness or propriety of any certificate and will not have any
responsibility to provide copies of such certificates or evidence of insurance to Insurers unless required by
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the respective Insurer’s contract with Broker. Producer is solely responsible for the accuracy and
completeness of any certificate or evidence of insurance Producer issues.
Producer’s Representations and Warranties. As a material inducement for Broker to enter into
this Agreement, Producer represents and warrants the following:
Licensing. 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 proof of such licensing upon request by Broker. Producer will notify Broker of
any suspension, cancellation or disciplinary action with respect to its license(s) within ten (10) days of any
such action.
Insurance Coverage. As a condition precedent and an ongoing obligation throughout the
term of this Agreement, Producer shall, prior to or contemporaneously with the execution of this Agreement,
provide the Broker with certificates of insurance demonstrating the existence of the following insurance
coverage for services performed pursuant to this Agreement, from an insurance carrier acceptable to the
Broker and having an A.M. Best Rating of A- or greater: (i) Errors and omissions for the services performed
pursuant to this Agreement in an amount of at least $1,000,000 per claim and $1,000,000 in the aggregate,
and a deductible or self-insured retention no greater than $25,000; (ii) Blanket employee dishonesty bond
covering all employees of Producer in an amount of at least $100,000 per claim and $100,000 in the
aggregate. At renewal of such policies, Producer shall provide the Broker with updated certificates of
insurance. Producer shall immediately notify the Broker in the event of: (A) Any claim or claims which
materially impact the amount of coverage available to another claimant under any such policy; (B) Any
increase in the deductible or self-insured retention of any required policy; or (C) Any cancellation, non-
renewal, or reduction of insurance coverage in any required policy. Producer shall be solely responsible to
pay any and all deductibles or self-insured retentions which its errors and omissions and/or employee
dishonesty carrier may apply.
Insurance Applications. Any and all information provided in connection with any application
for insurance subject to this Agreement shall be true and complete, to the best of Producer's knowledge.
Producer further represents and warrants that, to the best of Producer's knowledge, such applications shall
contain no material misrepresentations of any kind. Producer shall ensure that all material facts of which
Producer is aware are accurately described and completely disclosed to Broker. Further, it is the duty of
the Producer to notify Broker, promptly after Producer becomes aware, of any material change(s) that may
affect the risk during the policy period and at any subsequent renewal.
Producer Information. All information in the attached Producer Application is true and
correct. The Producer shall give Broker prompt notice of any change in information.
Excess and Surplus Lines Placement. Producer shall not place an order with Broker for
any excess or surplus lines insurance unless Producer shall have first complied with any applicable state
laws requiring the Producer to attempt to procure such insurance from insurers authorized to do business in
the state of residence of the proposed insured. The party responsible for the payment of surplus lines taxes
shall be responsible for full compliance with all relevant surplus lines laws of the pertinent state, including,
but not limited to, the collection and payment of surplus lines taxes, filing of affidavits, and providing the
appropriate statutory and/or regulatory disclosure legends on all documents.
Commissions and Premiums.
Commissions. Broker shall allow Producer, as commission, a percentage of the premium
written at a rate agreed upon by Broker and Producer from time to time.
Premium and Accounts. Producer shall accept the format of Broker’s billings, which may
take the form of binders, invoices, statements or similar communications. The net balance due as shown
on such billings shall be paid by the billing due date, irrespective of whether a policy has been delivered to
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Producer by such date. Producer guarantees the full payment due Broker of all premiums including
deposit, earned, extension and adjustable premiums, fees, plus applicable state and local taxes, less
commission, on every insurance contract bound or written for Producer pursuant to this Agreement,
whether or not collected by the Producer. The net balance will be due and payable as indicated on such
billings and may vary based upon the credit terms of the issuing Insurer. The omission of any item(s) from
a monthly statement or separate invoice shall not: (1) affect the Producer’s responsibility to account for and
pay all amounts due; (2) prejudice the rights of Broker to collect all amounts due from Producer; or (3)
extend the time within which Producer must make payment. Producer’s obligation to make payment to
Broker is not contingent upon the issuance of the policy. Any credit extended to the insured or others shall
be at the sole risk and responsibility of the Producer unless otherwise agreed in writing by Broker. Attempts
by Broker to collect premiums (including audit premium discussed below) from insured shall not relieve
Producer of liability to Broker except to the extent of amounts actually collected by Broker from insured, less
the expense of such collection. In the event Broker shall have to bring any action or proceeding to enforce
collection of any amount due under the terms of this Agreement, Producer agrees to pay all costs incident
thereto, including reasonable attorney’s fees, incurred by reason of such action or proceeding.
Adjustable Premiums. Notwithstanding anything to the contrary herein set forth, in
situations where premiums for a policy or policies which have been issued cannot be fully determined in
advance and where an adjustment or determination is made by an audit, retrospective rating or by interim
reports, such amounts are fully earned and due at the invoice date as evidenced by a Broker or Insurer
Collection of Audit Premium. Producer will make all reasonable efforts to collect amounts
due. Producer will be relieved of responsibility for audit premium, so adjusted or determined, if Producer
notifies Broker in writing within twenty (20) days after said invoice date, stating that Producer has made
diligent efforts and is unable to collect such premiums and provided the Insurer releases Broker from liability
for such premium. A copy of the Producer’s invoice to the insured, as well as copies of correspondence
pertaining to the collection, must be sent with this notification. Failure to give Broker timely notice shall
constitute Producer’s acceptance of responsibility for payment of such premiums. If commission applies to
these adjustments, none will be allowed for Producer on premiums collected directly by Broker or Insurer
under this provision. If, after a period of sixty (60) days from the date liability was assumed by the Insurer,
Broker has not received payment due for the applicable coverage, Broker may, at its option, collect from the
insured the premium due. In the event Broker collects the premium or any part thereof from the insured,
Producer shall not be entitled to any commission on the premium so collected.
Refunds of Premiums & Premium Tax. In the event of cancellation or modification of an
insurance contract for whatever reason that results in an obligation to refund all or part of the premium
and/or premium tax, Broker’s sole obligation shall be to remit the required premium or premium tax directly
to Producer rather than to insured, to any premium finance company or to any other person or entity.
Notwithstanding the foregoing, no amount of premium tax shall be returnable until recovered by Broker and
the amount to be returned shall in no event exceed the amount recovered.
Unearned Commissions. Producer shall be liable to Broker and shall pay return
commission at the same rate as originally allowed to Producer for all return premium adjustments or
cancellations, including return premium on cancellations ordered or made by the Insurer or finance
company. Such return commission shall be paid to Broker by the due date indicated on the billing
document. If a return premium becomes due under any contract of insurance and Broker has been issued
a credit, or payment has been rendered, for such premium by Broker’s Insurer, Broker will pay to Producer
such return premium less the unearned portion of any commission previously retained by the Producer.
Financed Premiums. Unless state law requires otherwise, Broker reserves the right, in its
sole discretion, to remit unearned premiums on finance policies that are cancelled, less Producer’s
unearned commission, directly to the premium finance company for the account of the insured, or, in
appropriate circumstances, to Producer or directly to the insured. The ultimate liability of Broker for payment
to a finance company, Producer or insured shall never exceed the amount of return premium less unearned
commission developed. Producer agrees to hold Broker harmless from any responsibility for payment to or
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from finance company and further agrees that financing arrangements do not diminish the responsibility for
timely payment of premium by the Producer.
Premium Funds Held in Trust. Producer shall hold premium funds in a fiduciary account for
business generated under this Agreement to the extent required by the applicable law of each state in
which Producer conducts business. Provided Producer is in compliance with all terms of this Agreement
and applicable law, Producer may retain any interest earned on said premium funds while so held by the
Claims. Producer shall comply with the terms of any policy placed pursuant to this Agreement with
respect to notification of claims. Producer shall promptly notify the Insurer, and where appropriate the
Broker, of any claims, suits or notices of loss (or circumstances which might reasonably be expected to
result in a claim, suit or notice of loss) and shall cooperate fully with Insurer and/or Broker to facilitate the
investigation and adjustment of any claim when and as requested.
Cancellation of Insurance. Notwithstanding anything to the contrary in this Agreement, but
subject to applicable legal requirements and insurance contract provisions, Broker shall have the right to
cancel any binder, policy or contract of insurance issued. Broker will not recognize flat cancellations unless
(a) written evidence of coverage prior to the inception date of the contract for insurance is provided; and (b)
such credit has been granted Broker by its Insurer. Earned premium shall be computed and charged on
every binder, policy or contract cancelled after the inception date in accordance with the cancellation
provision of the applicable contract and/or rules of the Insurer. If Producer does not make timely payment
of any sums due Broker, then Broker may, without limitation of other remedies, initiate with Insurer to cancel
the binder, policy or contract for non-payment. If coverage is bound by Broker, all additional fees charged
by Broker for the entire policy term shall be fully earned upon binding. Producer hereby acknowledges that
Broker and its Insurers are under no duty to reinstate a policy if the policy is cancelled. Producer shall not
accept from any insured the late payment of premiums with prior knowledge, whether actual or constructive,
that the policy for which the late premiums have been collected has been cancelled.
Advertising. Producer shall not cause any advertisement referring to or using the name of Broker
or Insurer, or issue or cause to have issued any letter, circular, pamphlet, or other publication or statement
so referring, without the express written consent of Broker In the event Broker suffers a loss or expense
arising out of any unauthorized advertisement, publication or statement of the Producer, the Producer shall
be liable for and hereby agrees to indemnify Broker and hold Broker harmless from all resulting damages,
fines, penalties and costs.
Confidentiality. The parties to this Agreement hereby represent and acknowledge to each other
that in the course of the performance of their respective obligations, they will each make available to the
other party certain information pertaining to each party’s business and operations (“Information”). Each
party hereby agrees that as a condition to being provided the Information, that neither party will use any
Information except in connection with the performance of duties hereunder. The recipient shall (a) protect
the disclosing party’s Information using a standard of care at least equal to that which it uses to safeguard
its own confidential information and in no event less than a reasonable standard of care; (b) use the
disclosing party’s Information only to the extent necessary to perform its obligations pursuant to this
Agreement; and (c) disseminate Information to its representatives and agents only on a “need to know”
basis, provided that all persons to whom Information is disseminated shall be notified of its confidential
nature. Recipient will notify disclosing party immediately upon any loss or unauthorized disclosure of
Information. Recipient is liable for breach of this provision by any of its representatives or agents. The
limits on use and disclosure will not apply to any Information which (a) at the time of disclosure is generally
available to the public or (b) which becomes generally available other than through a breach of this
obligation of confidentiality.
Inspection of Records. During the term of this Agreement, and for a period of three (3) years
following termination for any reason, Broker or Insurer shall have the right to audit and inspect Producer’s
books and records concerning the business to which this Agreement applies. Such right of audit and
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inspection shall be during normal business hours upon reasonable notice to Producer. The costs of such
audit and inspection, including the costs of making copies of relevant records, shall be borne by Broker.
Ownership of Accounts. In the event of termination, so long as Producer has promptly
accounted for and paid all premiums or return commissions for which it may be liable, the Producer’s
records and use and control of expiration, shall remain the property of Producer; otherwise, use of records
and control of expirations shall be vested promptly and exclusively in Broker.
Termination of Agreement. This Agreement may be terminated at any time by either party giving
written notice to the other. This Agreement will also terminate: (a) automatically, if any public authority
cancels or declines to renew the Producer’s license or certificate of authority; or (b) automatically at
Broker’s option, on the effective date of the sale, transfer, or merger of Producer’s business with the
provision Broker may, upon review, appoint the successors as a Producer. All representations and
obligations of the Producer herein shall survive the termination of this Agreement.
After the date of termination of this Agreement, Producer shall complete the collection and accounting to
Broker for all premiums, commissions and other transactions unaccounted for on the date of termination or
arising thereafter in respect of outstanding policies of insurance, including but not limited to, return premium
and return commissions. Outstanding policies will be permitted to run to expiration.
Indemnification and Hold Harmless.
Producer Indemnification. The Producer agrees to defend and indemnify the Broker, its
parents, subsidiaries, affiliates, successors and assigns, and the shareholders, directors, officers, agents
and employees of any of them (collectively theBroker Indemnitees”), against and in respect of any and all
claims (not including covered claims made under any policy properly issued in accordance with this
Agreement), demands, actions, proceedings, liability, losses, damages, judgments, costs and expenses,
including, without limitation, attorneys fees, disbursements, court costs, and punitive, exemplary, or
compensatory damages, suffered, made or instituted against or incurred by the Broker lndemnitees, or any
of them, and which directly or indirectly arise out of or relate to (i) negligence of the Producer or its
employees or representatives, in discharging their obligations to the Broker or to policyholders, (ii) failure by
the Producer or its employees or representatives to comply with any applicable information privacy laws,
and/or (iii) any failure by the Producer or its employees or representatives to perform their obligations under
or relating to this Agreement.
Broker Indemnification. The Broker agrees to defend and indemnify the Producer, its
parents, subsidiaries, affiliates, successors and assigns, and the shareholders, directors, officers, agents
and employees of any of them (collectively the Producer Indemnitees”), against and in respect of any and
all claims (not including covered claims made under any policy properly issued in accordance with this
Agreement), demands, actions, proceedings, liability, losses, damages, suffered, made or instituted against
or incurred by the Producer Indemnitees, or any of them, and which arise solely out of or solely relate to (i)
negligence of the Broker, or its employees or representatives, in discharging its obligations to the Producer
or to policyholders; or (ii) any failure by the Broker, or its employees or representatives, to comply with any
applicable information privacy laws; (iii) and failure by the Broker, or its employees or representatives to
perform its obligations under this Agreement. Producer understands that Broker assumes no responsibility
for any policy with regard to the adequacy, amount or form of coverage and agrees to indemnify and hold
Broker harmless from any claim asserted against Broker in following the instructions of the Producer.
Broker is not an insurer and does not guarantee the financial condition of the Insurer with whom it may
place risks. Broker shall have no liability for non-payment of claims due to the insolvency of an Insurer, or
otherwise, under contracts of insurance placed by Broker.
Sub-Producer. The Producer shall be fully responsible for the conduct and performance of
any sub-producers of Producer, and shall defend, indemnify and hold the Broker harmless against any loss,
claim, expense, damages, fines, penalties, or attorney’s fees arising out of any act on the part of its sub-
producers, including the failure to maintain appropriate licenses or certificates. Nothing in this paragraph
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shall be construed to allow Producer to appoint or contract with sub-producers except as authorized by
Broker in writing.
Waiver of Default. Failure of Broker to enforce any provision of this Agreement or to
terminate it because of a breach shall not be deemed to be a waiver of such provisions or of any breach
committed by the Producer. No breach of any provision of this Agreement can be waived unless done so in
writing, executed by the waiving party. The waiver of any one breach shall not be deemed to be a waiver of
any other breach of the same or any other provision of this Agreement.
Severability. If any clause or provision of this Agreement shall be adjudged invalid or
unenforceable by a court of competent jurisdiction or by operation of any applicable law, it shall not affect
the validity or any other clause or provision, which shall remain in full force and effect. Each of the
provisions of the Agreement shall be enforceable independently of any other provision, unless expressed
otherwise herein.
Assignment. This Agreement and the obligations hereunder may not be assigned by
Producer without the prior written consent of Broker.
Governing Law. This Agreement shall be deemed to have been made and performed in
laws of the State of
and shall be governed by, and construed and enforced in accordance with the
Entire Agreement. This Agreement constitutes the entire agreement between Broker and
Producer and supersedes and replaces any previous agreements between Broker and Producer. No oral
promises or representations shall be binding, nor shall this Agreement be modified, except by agreement in
writing and executed by Broker. This Agreement shall apply to current policies already placed through
Broker and in force at the date hereof and all future policies which may be placed by Broker for Producer.
Execution and Acceptance of Agreement. Producer acknowledges that it is familiar with the
Foreign Corrupt Practices Act of 1977 (FCPA) (15 U.S.C. § 78dd-1, et seq.) and the U.K. Bribery Act and
that Producer and all of Producer’s agents, representatives and employees who will be transacting business
in relation to this Agreement are doing so in compliance with the FCPA and the U.K. Bribery Act. Producer
further represents that it has established procedures to ensure ongoing compliance with the FCPA and the
Bribery Act and that such procedures will be provided to Broker upon request.
Producer acknowledges that a breach of any of the terms, conditions, or provisions of this Agreement by
the Producer may give rise to a cause of action by Broker against the Producer and/or may result in the
termination of this Agreement, all in the sole discretion of Broker. Each individual who executes this
Agreement in a representative capacity represents and warrants that he or she has the full right and power
to execute this Agreement and to bind the entity or individuals on whose behalf he or she so signs. If this
Producer is an individual, the individual must sign; if the Producer is a partnership, one of the partners must
sign; if the Producer is a corporation, an authorized office must sign and indicate the title of such authorized
officer. The parties hereto agree this Agreement shall not become effective until accepted by Broker.
Remainder of page intentionally left blank signature page follows.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date herein signed.
(Must be Owner, Partner or Authorized Officer)
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Agreement Accepted and Effected by Broker.
Please complete, sign and return the original PRODUCER AGREEMENT along with the
1. Copy of insurance license issued by state of residence or agency domicile.
2. Certificate of insurance for your current professional liability (E&O) insurance.
3. IRS Form W-9.
4. Producer Application, attached hereto
Please check one: Corporation Partnership Sole Proprietorship
Federal Tax I.D. Number: (Social Security Number if Individual)
Excess and Surplus Lines License Number: (If applicable)
Producer Application - 1
Producer Application
Contact Information:
First Name: Last Name:
Email Address:
Job Title Department
Broker Information:
Broker Name:
Broker Website: www.
Street Address:
Zip Code:
Work Phone #: ( ) Ext.:
Fax Phone #: ( )
Marketing / Sales:
Manager’s Name Email:
Operations Information:
How is organization licensed? (Choose all that apply)
Agent Broker Excess & Surplus Lines Other (Please Describe Other)
Please confirm that you are fully licensed in all the states in which you are submitting
your business.
Commission Income Breakdown
% Retail % Wholesale Brokerage _%MGA (Binding Authority)
% Other
Premium Volume and Distribution
Premium Volume (approximate for current year): $
_% Commercial Lines
_% Personal Lines
_% Other (Please Describe)
Producer Application - 2
Breakdown of Organization’s Staff (number):
Principals / Owners
Producers (Salespeople)
Other Licensed Employees
Other Employees
Total Staff
Financial and Other Information
Internal Accounting Contact Name:
Phone number: ( ) ext.
Do you maintain Employee Dishonesty Coverage for all Officers and Employees?
Do you Maintain Errors & Omission Coverage?
Have you or any officer, director or member of your organization ever had an insurance
license suspended or terminated for any reason, or ever been subject to any disciplinary
Yes No.
If Yes, please explain
Is there any pending or threatened litigation or judgments within the past five years
exceeding $10,000 against the broker or any principals of the organization?
If Yes, please explain