Skip to content

 

MARKETING AGREEMENT

 

THIS MARKETING AGREEMENT (the “Agreement”) is between Acrisure, LLC, a Michigan limited liability company having its principal place of business at 100 Ottawa Avenue SW, Grand Rapids, MI 49503, on behalf of itself and its insurance producer affiliates (collectively, “Acrisure”), and you, the (“Marketer”) (each a “Party,” and collectively, the “Parties).

 

In consideration of the foregoing, and the mutual obligations and covenants set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

  1. Definitions.
  2. Marketer’s Responsibilities. Marketer will be responsible for the following (collectively, the “Marketer Services”):
    • Informing Prospects that Marketer may not procure the insurance desired and may not advise Prospect regarding the insurance desired, but that Marketer may, at Prospect’s option, refer Prospect to Acrisure, a licensed insurance producer, to apply for or otherwise seek to obtain an insurance quote or proposal for [list applicable lines of business] (collectively, the “Insurance Solutions”);
    • Making any required disclosures to Prospects, such as this existence of this Agreement or payment of compensation hereunder to the extent required by applicable law or regulation;
    • Obtaining any consents or permissions from Prospects as and to the extent required by applicable law or regulations;
    • Offering and making accessible and available to Prospects the opportunity to engage with Acrisure with respect to the Insurance Solutions on and through Marketer’s technology platform used by Prospects;
    • Not engaging in any activities that would be considered the “sale,” “solicitation” or “negotiation” of insurance, as such terms are defined under the National Association of Insurance Commissioner’s Producer Licensing Model Act (MDL-218), or other similar terms that may adopted by and codified in applicable state law or regulation, or otherwise engage in any conduct requiring an insurance producer license (collectively, “Licensed Activities”);
    • Refraining from any discussion of specific insurance policy terms and conditions, including, without limitation, influencing a consumer or customer’s decision to engage Acrisure, or requiring or intimating a requirement that a consumer engage with Acrisure;
    • Refraining from: (i) exchanging a contract of insurance by any means, for money or its equivalent; (ii) attempting to sell insurance or asking or urging a person to apply for a particular kind of insurance from a particular company; or (iii) conferring directly with or offering advice directly to a purchaser or prospective purchaser of a particular contract or insurance concerning any of the substantive benefits, terms or conditions of the contract;
    • Adding a redirect link from Marketer’s technology platform that, if selected, opened and used or actioned on by Prospects, shall take such Prospects to an Acrisure platform that offers access to the Insurance Solutions and that allows such Prospects, at their election, to complete an application for insurance, generate an insurance quote, and purchase an insurance product through Acrisure, to the extent available; and
    • Using professional, workmanlike, and commercially reasonable efforts to perform the Marketer Services and otherwise implement Marketer’s obligations hereunder with respect to same.
  3. Acrisure’s Responsibilities. Acrisure will be responsible for the following:
    • Contacting Prospects referred by Marketer hereunder for the purpose of promoting and selling the Insurance Solutions, as well as other products and services available through Acrisure and/or to which Acrisure has access; provided, however, that Acrisure shall not be obligated to contact or accept any Prospect referred by Marketer hereunder if and to the extent it determines, in its sole discretion, that contacting or accepting such Prospect would not be in Acrisure’s best interests; and
    • Paying compensation to Marketer as set forth herein.
  4. Compensation. Acrisure shall pay Marketer as set forth in Exhibit A attached hereto, which is incorporated herein by this reference, unless otherwise prohibited by applicable law or regulation.
  5. Ownership of Accounts; Restrictive Covenants.
    • The use and control of expirations and renewals of any insurance policies placed, written, sold, bound, or issued in connection with this Agreement (collectively, “Policies”) are and shall remain the exclusive property of Acrisure. Acrisure shall be the designated “agent of record” or “broker of record” on all Policies.
    • Marketer will not attempt to interrupt or discontinue the business relationship between Acrisure and any Prospects or other business of Acrisure derived from this Agreement.
    • Each Party acknowledges that the restrictions contained in this Section 5 are reasonable and necessary for the reasonable protection of the business and interests of Acrisure and that any violation of these restrictions will cause substantial and irreparable injury and, as a consequence thereof, Marketer agrees that Acrisure shall be entitled, in addition to any other remedies, to preliminary and permanent injunctive relief to secure the specific performance of these restrictions and to prevent a breach or contemplated breach of this Agreement. Each Party reserves all other remedies available at law or in equity with respect to any such breach or contemplated breach of this Agreement.
  6. Independent Contractor; Binding Authority. Acrisure and Marketer are, and shall remain at all times, independent contractors. Each Party shall have sole responsibility for the employment, contract and direction of its own employees and agents. Nothing in this Agreement shall be construed to establish a partnership, joint venture or employment relationship between the Parties. Any use of or reference to the term “partner,” “partnering,” or similar terminology by the Parties in their performance under the Agreement (including, but not limited to, in marketing, advertising and communications materials related to this Agreement) (except as used in the immediately preceding sentence of this Section) does not mean or refer to a legal partnership, but instead means or refers to a cooperative business or contractual relationship and engagement between the Parties. Neither Party shall have the authority to bind the other Party in any respect or to use the name of the other Party without the express written consent of the other, including, but not limited to, with respect to Marketer, the authority to accept any risk, bind any insurance, modify the terms and conditions or any policy, or extend the time of payment on any coverage on behalf of Acrisure or any insurance carrier.
  7. Licensing. Each Party represents, warrants and covenants to the other Party that it will not engage in any Licensed Activities with respect to the types of insurance contemplated by this Agreement in the jurisdictions in which such business will be placed unless it is duly licensed as an insurance producer or as otherwise permitted by applicable law or regulation. For the avoidance of doubt, the Parties understand and acknowledge that Marketer is, as of the Effective Date, not licensed as an insurance producer in any states or jurisdictions. Accordingly, Marketer shall not engage in any activities, in whole or in part, that are Licensed Activities.
  8. Decision to Sell. Acrisure shall, in its sole discretion, determine the terms and conditions under which it may sell or otherwise make available any insurance product or service to any and all Prospects. Nothing in this Agreement shall obligate Acrisure to offer or sell any insurance products or services or consummate any transaction with any Prospect. Acrisure may terminate any negotiations or discussions at any time in its sole discretion and has the right not to proceed with any sale of any insurance products or services without any liability to Marketer hereunder.
  9. Marketing Materials. Marketer shall not publish or cause to be published any advertisement, circular, pamphlet or other publication, written or through electronic media, whether developed jointly or separately by the Parties, referring specifically to Acrisure (an “Advertisement”), without the prior written approval of Acrisure. Notwithstanding that Acrisure provides Marketer with its approval hereunder, Marketer may not use any Advertisements in a manner that would be considered Licensed Activities and any such approved advertising must be in accordance with the quality control provisions and any guidelines designated by Acrisure from time to time, including that all marketing materials include appropriate disclosures identifying Acrisure as the agent or broker of record for all insurance products placed pursuant to this Agreement.
  10. Warranties & Representations. Except as otherwise provided herein, Marketer shall make no representation, warranty or promise other than those that appear in any insurance contract or promotional material provided by Acrisure. Except as otherwise provided herein, Marketer shall not sell, solicit or negotiate insurance or any insurance product or otherwise perform any services that would require it to obtain an insurance license. Marketer represents and warrants that none of its corporate affiliates, officers, employees, or agents, has any authority to engage in the sale, solicitation or negotiation of insurance products or services and, therefore Marketer shall not engage in any such activities requiring an insurance producer license or other required license or permit that Marketer and their respective employees do not hold. If Marketer receives, directly or indirectly, a complaint, general inquiry, or a request from a person attempting to obtain a quote or other service from Acrisure, Marketer agrees to forward the request to Acrisure immediately and cause any such unlicensed entities and their respective employees to not advise or assist the person in making a decision regarding the purchase of insurance or any other activity requiring a producer license in any jurisdiction.
  11. Confidential Information. All non-public, confidential or proprietary information including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed on or after the Effective Date by either Party or any of its affiliates, (the “Disclosing Party”) or any of the Disclosing Party’s employees, officers, directors, partners, shareholders, members, managers, agents, attorneys, accountants, wholesalers, advisors, vendors, insurers, insurance intermediaries or other representatives (collectively, “Representatives”) to the other Party or any of its affiliates, (the “Receiving Party”), or to any of the Receiving Party’s Representatives, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with this Agreement is confidential, and shall not be disclosed, used, or copied by the Receiving Party without the prior written consent of the Disclosing Party. The Receiving Party agrees to use the Confidential Information only in the context of this Agreement. The Disclosing Party shall be entitled to seek specific performance and injunctive relief and other equitable relief as a remedy for any violation of this Section.
    • Exclusions from Confidential Information. Confidential Information does not include information that is (i) in the public domain other than as a result of, directly or indirectly, any violation of this Agreement by the Receiving Party; (ii) known to the Receiving Party at the time of disclosure as established by documentary evidence; (iii) rightfully obtained by the Receiving Party on a non-confidential basis from a third party; provided that the Receiving Party reasonably believes such third party was not prohibited from providing access to such Confidential Information by a legal, fiduciary or contractual obligation; or (iv) independently developed by the Receiving Party or any of its Representatives, as established by documentary evidence, without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information.
    • Return or Destruction of Confidential Information. At any time during or after the term of this Agreement, at the Disclosing Party’s written request, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed; provided, however, that the Receiving Party may retain copies of Confidential Information (i) in order to comply with applicable law or regulation, (ii) to comply with the Receiving Party’s records management or similar policy, procedure or guideline, or (iii) that are stored on the Receiving Party’s IT backup or disaster recovery systems until the ordinary course deletion thereof. The Receiving Party and its Representatives shall continue to be bound by the terms and conditions of this Agreement with respect to any such retained Confidential Information. This Section shall survive any expiration or termination of this Agreement.
    • Required Disclosure. Any disclosure by the Receiving Party or any of its Representatives of any of the Disclosing Party’s Confidential Information required by applicable law, regulation, or legal, regulatory, or judicial process (a “Legal Order”) shall be subject to the terms of this Section. Before making any such disclosure, the Receiving Party shall provide the Disclosing Party with written notice of such requirement to the extent not prohibited by law or regulation so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; provided, however, that no such notice shall be required if the Receiving Party is requested or required to disclose Confidential Information in the course of routine supervisory examinations or regulatory oversight by regulatory authorities with jurisdiction over the Receiving Party. If, after providing such notice the Receiving Party remains subject to a Legal Order to disclose any Confidential Information, the Receiving Party shall disclose no more than that portion of the Confidential information which, on the advice of the Receiving Party’s legal counsel, such Legal Order specifically requires the Receiving Party to disclose, and uses commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.
  12. Indemnification. Each Party shall hold harmless and indemnify the other Party, including its subsidiaries, affiliates, predecessors, successors and assigns, shareholders, members, officers, directors and employees, from and against all claims, losses, liabilities, penalties, damages, judgments, expenses and costs, including reasonable legal fees and court costs (collectively, “Claims”), arising out of the indemnifying Party’s negligence, recklessness or willful misconduct in connection with its performance under this Agreement, except to the extent caused by the other Party's negligence, recklessness or willful misconduct. Neither Party shall have any liability to the other for indirect, incidental, consequential or punitive damages.
  13. Compliance with Law. Each Party hereby represents to the other that, in the performance of its respective duties and obligations herein, such Party is and shall remain during the term of this Agreement, in compliance with all applicable laws and regulations in all material respects.
  14. Insurance. Each Party covenants, represents, and warrants that it now has in force and shall continue to carry during the term of this Agreement a reasonable amount of insurance given the volume of business under this Agreement, and covenants to keep such policy(ies), or ones similar thereto, in full force and effect at all times during the continuance of this Agreement, at the Party’s own expense. Each Party will be responsible for maintaining, at its own expense, any and all other insurance applicable to performance of services under this Agreement, including any applicable worker’s or unemployment compensation insurance for the Party or the Party’s employees. Upon written request, Marketer shall provide Acrisure with a certificate of insurance evidencing the coverage required hereunder.
  15. Term; Termination. This Agreement shall commence on the Effective Date and shall remain in effect unless and until otherwise terminated in accordance with the terms and conditions hereunder. This Agreement may be terminated for convenience and without cause at any time by either Party upon written notice of termination to the other Party for any reason or no reason in accordance with the terms and conditions hereof. This Agreement may be terminated immediately without notice to the other Party if such Party:
    • commits a material breach of the provisions of this Agreement;
    • becomes the subject of voluntary or involuntary rehabilitation or liquidation proceedings, an action in bankruptcy, or makes or proposes any composition with its creditors or make any assignment for the benefit of its creditors or otherwise acknowledge its insolvency;
    • has a receiver or equivalent office holder appointed for the whole or any part of its business;
    • ceases, for whatever reason, to have any relevant license or authority to conduct business suspended, removed or impaired by any order or decree of any judicial or regulatory authority; or
    • becomes subject to any change of law, regulation or rule of any regulatory body that renders any part of the Agreement (i) illegal or (ii) otherwise in breach of such provision.
  16. Books and Records. During the term of this Agreement and for a period of seven (7) years after the termination of this Agreement, each Party may obtain reasonable access to the books and records of the other relating to this Agreement upon reasonable advance notice, of at least twenty (20) business days, during normal business hours for, among other reasons, audits relating to the Parties’ respective performance of its obligations under this Agreement and for maintenance of actions against or defense of actions brought by third parties relating to any such Prospect. The reasonable expenses of any such inspection will be borne solely by the Party requesting such access. Acrisure shall act as the agent/broker of record and is the sole and exclusive owner of all Prospect files, underwriting files, and information related to insurance sold, placed or serviced under this Agreement, including, but not limited to: (i) Prospect Information provided to Acrisure; (ii) Prospect renewal information and records pertaining to insurance placed under this Agreement and Prospects; and (iii) all expiration/renewal rights.
  17. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties as follows (or to such other address that may be designated by a Party from time to time in accordance with this Section):
  18. Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Michigan. Any legal suit, action or proceeding arising out of or relating to this Agreement, the Purpose or any related transactions between the Parties shall be instituted in the federal courts of the United States of America or the courts of the State of Michigan in each case located in Grand Rapids, Michigan, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by hand delivery or certified mail in accordance with this Agreement shall be effective service of process for any suit, action or other proceeding brought in any such court. The Parties irrevocably and unconditionally waive any objection to venue of any suit, action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
  19. Limitation of Liability. (a) IN NO EVENT SHALL ACRISURE, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, INSURERS, LICENSORS, OR SERVICE PROVIDERS (COLLECTIVELY, THE “ACRISURE PARTIES”) BE LIABLE TO MARKETER FOR ANY (i) LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS; (ii) LOSS OF OR CORRUPTION TO DATA; (iii) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (iv) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE OR THE ACRISURE PARTIES WERE ADVISED OF THE POSSIBILITY THEREOF. (b) THE AGGREGATE LIABILITY OF THE ACRISURE PARTIES TO MARKETER UNDER OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY ACRISURE TO MARKETER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. (c) THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. (d) FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS SECTION SHALL LIMIT MARKETER’S LIABILITY TO ACRISURE, INCLUDING FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR ANY OTHER DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT.
  20. Warranty Disclaimer. (a) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, ACRISURE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. ACRISURE DOES NOT WARRANT THAT THE INSURANCE SOLUTIONS OR ANY SERVICES PROVIDED HEREUNDER WILL MEET MARKETER’S REQUIREMENTS OR EXPECTATIONS, OR THAT ACCESS THERETO WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. (b) THE DISCLAIMER OF WARRANTIES IN THIS SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. TO THE EXTENT THAT ACRISURE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE LIMITED TO THE MINIMUM PERMITTED UNDER SUCH LAW. (c) FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS SECTION SHALL LIMIT, MODIFY, OR RELEASE ANY OF MARKETER’S REPRESENTATIONS, WARRANTIES, OR COVENANTS SET FORTH IN THIS AGREEMENT, ALL OF WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.
  21. No Indirect Damages. (a) IN NO EVENT SHALL ACRISURE, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, INSURERS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE TO MARKETER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT ACRISURE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. (b) NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE IN THIS AGREEMENT TO THE CONTRARY, ACRISURE SHALL BE ENTITLED TO RECOVER FROM MARKETER ANY AND ALL DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS AND LOST BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY BREACH BY MARKETER OF ITS REPRESENTATIONS, WARRANTIES, COVENANTS, OR OBLIGATIONS HEREUNDER.
  22. Assignment. This Agreement shall inure to the benefit of the respective successors and permitted assigns of each Party, provided that this Agreement may not be assigned by either Party without the prior written consent of the other. Neither Party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, reorganization, consolidation, change of control, or sale of all or substantially all of its assets to which this Agreement pertains. Any purported assignment or delegation in violation of this Section shall be null and void.
  23. No Third-Party Beneficiaries. This Agreement is made for the sole benefit of Acrisure and Marketer. There are no intended third-party beneficiaries to this Agreement and no third party may rely upon this Agreement without the express prior written consent of both Acrisure and Marketer.
  24. Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set out in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
  25. Non-exclusivity. The Parties acknowledge and agree that nothing contained in this Agreement creates an exclusive arrangement between Acrisure and Marketer. Each Party may, in its sole discretion, contract for similar services with other parties.
  26. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
  27. Severability. If any provision of this Agreement should be void, invalid or unenforceable for any reason, the remainder of the Agreement shall not be affected thereby.
  28. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and replaces and supersedes all previous agreements, written or oral, between the Parties with regard to the subject matter herein. This Agreement may not be changed or modified except in writing signed by both Parties. The Parties acknowledge and agree that, except as set forth in the Agreement, neither Party has any obligation to the other Party, whether by contract, under common law, or otherwise, with respect to any Prospect.

 

“Prospect” means Marketer’s actual and prospective customers and clients, as applicable, interested in certain product(s) or service(s) provided, performed or otherwise made available by or accessible through Acrisure.

 

“Prospect Information” means a Prospect’s name, telephone number, email address, and other pertinent information as determined upon mutual agreement of the Parties that is delivered, shared or otherwise transmitted by Marketer to Acrisure hereunder.

 

 

The Party to be indemnified hereunder shall give the indemnifying Party prompt and reasonable written notice of Claims in any form that are brought or threatened against that Party and for which it seeks indemnification hereunder, and shall provide commercially reasonable assistance in the defense of such Claims for which the indemnifying Party shall bear the expense; provided, however, that the Party to be indemnified may elect to participate in or associate with the defense of such Claims in its sole discretion and at its sole expense. The indemnifying Party shall defend any Claim for which indemnity is required hereunder promptly, in good faith, and with competent counsel. The indemnified Party shall not be responsible for any settlement or compromise made without the indemnified Party’s prior written consent. The indemnifying Party shall not enter into any settlement, compromise or similar agreement with respect to an indemnified claim, which settlement, compromise or similar agreement shall affect the indemnified Party, without the indemnified Party’s consent, which consent shall not be unreasonably withheld, conditioned or delayed.

 

 

 

EXHIBIT A

 

PAY PER LEAD

 

  1. Flat Fee Per Lead: To the extent permitted by applicable law or regulation, Acrisure shall pay Marketer a one-time fee of Twenty-Five dollars $25 for each Prospect that is referred to Acrisure pursuant to the terms and conditions of this Agreement. This cap applies to the states of Texas and Tennessee.
  2. Excluded States: No fees, compensation or other form of payment shall be made in exchange for, and this Agreement excludes any form of compensation to be paid with respect to, any Prospects who are referred to Acrisure whose residence and/or principal place of business is located in California, Massachusetts, or New Mexico.

 

 

For the sake of clarity, Acrisure will utilize the state as represented to it by the Prospect in order to determine such Prospect’s residence and/or principal place of business for purposes of this Exhibit.

 

Any changes to laws or regulations applicable to the payment of fees or any other form of compensation to Marketer with respect to Prospects referred to Acrisure shall automatically apply to the Agreement and this Exhibit A, without amendment, and the Parties shall thereafter amend the applicable terms and conditions to conform the Agreement and this Exhibit to comply with any such changes.

 

The fees as set forth herein shall be payable monthly in arrears and in accordance with the terms of the Agreement and this Exhibit. The Parties agree that any compensation paid pursuant to the Agreement and this Exhibit shall not, in whole or in part, be conditioned or contingent upon the actual purchase of any insurance by any Prospect, or based on, in whole or in part, the sale, solicitation, or negotiation of insurance in any respect by Marketer, Marketer’s employees, or anyone acting on their behalf.