Loading...
HomeMy WebLinkAbout2022 Hiscox decHiscox Insurance Company Inc. Your Insurance Documents Enclosed you will find the policy documents that make up your insurance contract with us. Please read through all of these documents. If you have any questions or need to update any of your information please call us at 844-357-0840 (Mon-Fri, 7am-10pm ET). Your insurance documents Declarations Page This contains specific policy information, such as the limits and deductibles you have selected. Policy Wording This details the terms and conditions of your coverage, subject to policy endorsements. Endorsements These documents modify the Policy Wording or Declarations Page. These include relevant terms and conditions as required by your state and are part of your policy. Notices These documents provide information that may affect your coverage such as optional terrorism coverage (if purchased) and other important items required by your state. Application Summary This is a summary of the information that you provided to us as part of your application. Please review this document and let us know if any of the information is incorrect. Reporting a claim Please inform us immediately if you have a claim or loss to report. Please have your policy number available, which can be found on the declarations page, so we can handle your call quickly. Contact us via the methods below or file a claim using our online form at https://www.hiscox.com/manage-your-policy/claims-center. Email: reportaclaim@hiscox.com Phone: 866-424-8508 Mail:Hiscox Claims Center 5 Concourse Parkway Suite #2150 Atlanta, GA 30328 Declarations Page HISCOX INSURANCE COMPANY INC. (A Stock Company) 104 South Michigan Avenue, Suite 600, Chicago, Illinois 60603 (914) 273-7400 DPL D001 CW (11/19)Page 1 Professional Liability Errors & Omissions Insurance Declarations This is a "Claims Made and Reported" Policy in which Claim Expenses are included within the Limit of Liability unless otherwise noted. Those words (other than the words in the captions) which are printed in Boldface are defined in the Policy. Declaration Effective Date:September 21, 2022 Policy No.:P100.561.914.7 Renewal of:UDC-1821151-EO-21 1.Named Insured:BMcConsulting 2.Address:15 Marble Beach Dr NW Gig Harbor, WA 98332 Email Address:bryan@bmcconsulting.net 3.A.Limit of Liability:$1,000,000 Each Claim 3.B.$1,000,000 Aggregate for all Claims 4.Deductible:$10,000 Each Claim 5.Notice:Phone: Email: Mail: 866-424-8508 reportaclaim@hiscox.com Hiscox 520 Madison Avenue-32nd Floor Attn: Direct Claims New York, NY, 10022 6.Policy period:From:September 21, 2022 To:September 21, 2023 At 12:01 A.M. (Standard Time) at the address shown above. 7.Retroactive Date:September 1, 2002 8.Premium:$506.00 9.Attachments: DPL D001 CW (11/19) - Professional Liability Errors & Omissions Insurance Declarations DPL P001 CW (05/13) - Professional Liability Coverage Form DPL E5424 CW (02/15) - Blanket Additional Insured Endorsement DPL E5018 CW (01/10) - Management/Business Consulting Services Endorsement DPL E1901 CW (08/21) - Cyber Incidents Exclusion Endorsement DPL E5124 WA (06/18) - Washington Amendatory Endorsement INT N003 CW (01/19) - Policyholder Notice Electronic Delivery INT N001 CW (01/09) - Economic And Trade Sanctions Policyholder Notice HISCOX INSURANCE COMPANY INC. (A Stock Company) 104 South Michigan Avenue, Suite 600, Chicago, Illinois 60603 (914) 273-7400 DPL D001 CW (11/19)Page 2 IN WITNESS WHEREOF, the Insurer indicated above has caused this Policy to be signed by its President and Secretary, but this Policy shall not be effective unless also signed by the Insurer's duly authorized representative. President Secretary Authorized Representative Date: September 21, 2022 Policy Wording © Hiscox Inc. All rights reserved. DPL P001 CW (05/13) PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS INSURANCE DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 2 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS ABOUT THIS POLICY The Hiscox Professional Liability – US Direct policy is designed to offer coverage for the risks entities face in performing their Professional Services. We urge You to read this Policy carefully so You understand the insurance that You have purchased, and the full extent of Your and Our rights and duties under this Policy. Please note that all words and phrases that appear in bold-type (except headings) have special meaning and are defined in the Definitions section of this Policy. Coverage for all Claims is subject to the entire terms and conditions of the policy. Coverage for Claims Made Against You You have purchased insurance that provides coverage for Claims made against You. We will pay Damages on Your behalf for any Claim that falls within the Insuring Agreement and within all of the terms and conditions outlined in the policy. Covered Claims are for Your Wrongful Acts in providing or failing to provide Professional Services. To determine who is an Insured please refer to the Definitions and Spousal and Domestic Partner section of the policy. Additionally, for coverage to apply, You must comply with all Your obligations as outlined in the Notice of Claims, Notice of Potential Claims, and the rest of the policy. The most We will pay is outlined in the Limits of Liability Section and items We will not pay are outlined in the Exclusions section. You are responsible for payments as outlined in the Deductible section. DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 3 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS In consideration of the premium charged and in reliance on the statements made and information provided to Us, including but not limited to the statements made and information provided in and with the Application, which is made a part of this Policy, as well as subject to the Limits of Liability, the Deductible and all of the terms, conditions, limitations and exclusions of this Policy, We and You agree as follows: I. INSURING AGREEMENT, DEFENSE AND SETTLEMENT A. INSURING AGREEMENT We shall pay on Your behalf Damages and Claim Expenses in excess of the Deductible resulting from any covered Claim that is first made against You during the Policy Period and reported to Us pursuant to the terms of the Policy for Wrongful Acts committed on or after the Retroactive Date. We shall also pay on Your behalf all Supplemental Payments in connection with any covered Claim that is first made against You during the Policy Period and reported to Us pursuant to the terms of the Policy for Wrongful Acts committed on or after the Retroactive Date. No Deductible shall apply to Supplemental Payments. B. DEFENSE 1. We shall have the right and the duty to defend any covered Claim, even if such Claim is groundless, false or fraudulent. 2. We shall have the right to appoint defense counsel upon being notified of such Claim. 3. Notwithstanding paragraph 2., We shall have no obligation to pay Claim Expenses until You have satisfied the applicable Deductible. 4. Our duty to defend shall terminate upon the exhaustion of the Limit of Liability as set forth in Item 3. of the Declarations. C. SETTLEMENT 1. We shall have the right to solicit and negotiate settlement of any Claim. 2. We shall not, however, enter into a settlement without Your prior consent, which consent shall not be unreasonably withheld. 3. If You shall refuse to consent to any settlement recommended by Us, Our liability for such Claim shall not exceed the amount for which such Claim could have been settled plus Claim Expenses incurred up to the date of such refusal. DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 4 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS II. NOTICE OF CLAIMS AND NOTICE OF POTENTIAL CLAIMS A. NOTICE OF CLAIMS 1. As a condition precedent to any coverage under this Policy, You shall give written notice to Us of any Claim as soon as practicable, but in all events no later than: a. the end of the Policy Period (or any purchased Optional Extended Reporting Period); or b. 60 days after the end of the Policy Period (or any purchased Optional Extended Reporting Period) so long as such Claim is made within the last 60 days of such Policy Period (or any purchased Optional Extended Reporting Period). 2. Such notice shall be sent to Us at the address set forth in Item 5. of the Declarations. 3. Such notice shall include any and all documents related to such Claim, including every demand, notice, summons or other applicable information received by You or by Your representative. B. NOTICE OF POTENTIAL CLAIMS If You first become aware during the Policy Period of any Wrongful Act that might be reasonably likely give rise to a covered Claim, You may give written notice to Us of such potential Claim during the Policy Period. Such notice must include to the fullest extent possible: 1. the identity of the potential claimant; 2. the identity of the person(s) who allegedly committed the Wrongful Act; 3. the date of the alleged Wrongful Act; 4. specific details of the alleged Wrongful Act; and 5. any written notice from the potential claimant describing the Wrongful Act. If such notice is accepted as a “potential Claim,” then any actual Claim that is subsequently made shall be deemed to have been first made on the date such “potential Claim” was first reported to Us. Provided, however, You may not report “potential Claims” during any purchased Optional Extended Reporting Period. C. OPTIONAL EXTENDED REPORTING PERIOD 1. If We or the Named Insured cancel or non-renew this Policy (as described by Endorsement hereto), then the Named Insured shall have the right to purchase for an additional premium an Optional Extended Reporting Period. Provided, DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 5 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS however, the right to purchase an Optional Extended Reporting Period shall not apply if: a. this Policy is canceled by Us for nonpayment of premium (as described by Endorsement hereto); or b. the total premium for this Policy has not been fully paid. 2. The Optional Extended Reporting Period will apply only to Claims that: a. are first made against You and reported to Us during such Optional Extended Reporting Period; and b. are for Wrongful Acts committed on or after the Retroactive Date but prior to the effective date of cancellation or non-renewal (as described by Endorsement hereto). 3. The additional premium for such Optional Extended Reporting Period shall not exceed 200% of the annualized expiring premium for an Optional Extended Reporting Period of 3 years. The additional premium for such Optional Extended Reporting Period shall be fully earned at the inception of such Optional Extended Reporting Period. 4. Notice of election and full payment of the additional premium for the Optional Extended Reporting Period must be received within 30 days after the effective date of cancellation or non-renewal (as described by Endorsement hereto). In the event the additional premium is not received within the 30 days, any right to purchase the Optional Extended Reporting Period shall lapse and no further Optional Extended Reporting Period shall be offered. The Limits of Liability applicable during any purchased Optional Extended Reporting Period shall be the remaining available Limits of Liability under this canceled or non-renewed Policy (as described by Endorsement hereto). There shall be no separate or additional Limit of Liability available for any purchased Optional Extended Reporting Period and the purchase of any Optional Extended Reporting Period shall in no way increase the Limit of Liability set forth in Item 3. of the Declarations. III. EXCLUSIONS This Policy does not apply to and We shall have no obligation to pay any Damages, Claim Expenses or Supplemental Payments for any Claim: A. based upon or arising out of any actual or alleged fraud, dishonesty, criminal conduct, or any knowingly wrongful, malicious, or intentional acts or omissions; provided, however, that: 1. We will pay Claim Expenses until there is a final adjudication establishing such conduct, at which time You shall reimburse Us for such Claim Expenses; and 2. this exclusion shall not apply to otherwise covered intentional acts or omissions resulting in a Personal Injury. DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 6 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS B. based upon or arising out of any actual or alleged gaining of any profit or advantage to which You were not legally entitled. C. based upon or arising out of any actual or alleged wrongful termination, retaliation or discrimination against or harassment of any past, present, future or potential Employee, including but not limited to any violations of federal, state or local statutory or common law. D. based upon or arising out of any actual or alleged Wrongful Act that: 1. was committed prior to the Retroactive Date; 2. has been the subject of any notice given under any other policy of which this Policy is a renewal or replacement; or 3. You had knowledge of prior to the Policy Period and had a reasonable basis to believe that such Wrongful Act could give rise to a Claim; provided, however, that if this Policy is a renewal or replacement of a previous policy issued by Us providing materially identical coverage, the Policy Period referred to in this paragraph will be deemed to refer to the inception date of the first such policy issued by Us. E. brought by or on behalf of any federal, state or local government agency or professional or trade licensing organization; provided, however, this exclusion shall not apply to claims brought in their capacity as a client receiving Your Professional Services. F. brought by or on behalf of one Insured against another Insured. G. brought by or on behalf of any person or entity maintaining Effective Control of You. H. based upon or arising out of any actual or alleged violation of the following laws, including any similar provisions of any federal, state or local statutory or common law: 1. the Securities Act of 1933 (as amended); 2. the Securities Exchange Act of 1934 (as amended); 3. any state blue sky or securities laws (as amended); 4. the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. § 1961 et seq. (as amended); 5. the Employee Retirement Income Security Act of 1974 (as amended); including any rules or regulations promulgated thereunder. I. based upon or arising out of any actual or alleged obligation under any Workers’ Compensation, Unemployment Compensation, Employers Liability or Disability Benefit Law, including any similar provisions of any federal, state or local statutory or common law. J. based upon or arising out of any actual or alleged liability of others that You assume under any contract or agreement unless such liability would have attached in the absence of such contract or agreement. DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 7 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS K. based upon or arising out of any actual or alleged Bodily Injury or Property Damage. L. based upon or arising out of any actual, alleged or threatened discharge, dispersal, release or escape of Pollutants, including any direction or request to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize Pollutants. M. based upon or arising out of any actual or alleged infringement of any copyright, trademark, trade dress, trade name, service mark, service name, title, slogan or patent or theft of trade secret. N. based upon or arising out of any actual or alleged false or deceptive advertising of Your goods or services or misrepresentation in advertising of Your goods or services, including but not limited to any wrongful description of prices of Your goods or services or the quality or performance of Your goods or services. O. based upon or arising out of any actual or alleged breach of contract or breach of any implied or express warranty or guarantee; provided, however, this Exclusion shall not apply to: 1. any obligation you have to perform your Professional Services with reasonable skill or care; or 2. any liability You would have had in absence of such contract, warranty or guarantee. P. based upon or arising out of any actual or alleged violation of any federal, state or local statutes, ordinances or regulations regarding or relating to unsolicited telemarketing, solicitations, emails, faxes or any other communications of any type or nature, including but not limited to any “anti-spam” and “do-not-call” statutes, ordinances, or regulations. Q. based upon or arising out of any actual or alleged failure to procure or maintain adequate insurance or bonds. R. based upon or arising out of any actual or alleged failure to protect any non-public, personally identifiable information in Your care, custody or control. S. based upon or arising out of any actual or alleged actuarial services, medical or nursing services, insurance agent/broker services, legal services or services as an architect or engineer. IV. LIMITS OF LIABILITY, DEDUCTIBLE AND RELATED CLAIMS A. LIMIT OF LIABILITY DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 8 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS Regardless of the number of Claims made during the Policy Period (or applicable Extended Reporting Period), the maximum that We shall be liable to pay for all covered Damages, Claim Expenses and Supplemental Payments shall be as follows: 1. The amount set forth in Item 3.A. of the Declarations as “Each Claim” shall be the maximum amount for each covered Claim. 2. The amount set forth in Item 3.B. of the Declarations as “Aggregate for all Claims” is the maximum amount for all Claims combined. 3. Notwithstanding 1. and 2. above, Our liability for Supplemental Payments shall not exceed $250 per day for each Insured up to $5,000 per Claim, which amounts shall reduce the amounts described in 1. and 2. above. B. DEDUCTIBLE 1. We shall not be responsible for payment of Damages or Claims Expenses until the Deductible amount has been satisfied. 2. We may at Our discretion advance payment of Damages or Claims Expenses within the Deductible amount on Your behalf, but You shall reimburse Us for any such amounts as soon as We request such reimbursement. 3. No Deductible amount shall apply to Supplemental Payments. C. RELATED CLAIMS For purposes of the applicable Deductible and Limit of Liability, all Claims based upon or arising out of continuous, repeated, related or interrelated Wrongful Acts shall be considered a single Claim first made against You in the Policy Period the first such Claim was made. V. OTHER MATTERS AFFECTING COVERAGE A. ESTATES, HEIRS, LEGAL REPRESENTATIVES, SPOUSES & DOMESTIC PARTNERS This Policy shall apply to Claims brought against: 1. the heirs, executors, administrators, trustees in bankruptcy, assignees and legal representatives of any Insured in the event of such Insured’s death or disability; or 2. the legal spouse or legal domestic partner of any Insured; but only: 1. for the Wrongful Acts of such Insured; or DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 9 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS 2. in connection with their ownership interest in property which the claimant seeks as recovery for actual or alleged Wrongful Acts of such Insured. B. INSURED DUTY TO COOPERATE You shall have the duty to cooperate with Us in the defense, investigation and settlement of any Claim, including but not limited to: 1. upon request, submit to examination and interrogation under oath by Our representative; 2. attend hearings, depositions and trials as requested by Us; 3. assist in securing and giving evidence and obtaining the attendance of witnesses; 4. provide written statements to Our representative and meet with such representative for the purpose of investigation and/or defense; and 5. provide all documents We may reasonably require. C. INSURED OBLIGATION NOT TO INCUR EXPENSE OR ADMIT LIABILITY You shall not, except at Your own cost, make any payment, incur any expense, admit any liability, settle any Claim or assume any obligation without Our prior consent. D. ACTION AGAINST THE INSURER No action shall be taken against Us unless: 1. You have complied fully with all the terms and conditions of this Policy; and 2. the amount of Your obligation to pay shall have been finally determined either by judgment against You after actual trial, or by written agreement between You, Us and the claimant. No person or organization shall have any right under this Policy to join Us as a party to any Claim against You nor shall We be impleaded by You or Your legal representatives in any such Claim. E. OTHER INSURANCE This Policy shall be excess insurance over any other valid and collectable insurance available to You, whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is written only as a specific excess insurance over the Limit of Liability provided in this Policy. F. SUBROGATION 1. In the event of any payment by Us under this Policy, We shall be subrogated to all of Your rights of recovery to such payment. 2. You shall do everything that may be necessary to secure and preserve such subrogation rights, including but not limited to the execution of any documents necessary to allow Us to bring suit in Your name. DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 10 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS 3. You shall do nothing to prejudice such subrogation rights without first obtaining Our written consent. 4. Any recovery shall first be paid to Us up to the amount of any Damages, Claim Expenses or Supplemental Payments that We have paid. Any remaining amounts shall be paid to You. 5. Notwithstanding the above, no subrogation shall be had against any Insured. G. ALTERATION AND ASSIGNMENT No change in, modification of or assignment of interest under this Policy shall be effective unless made by written endorsement to this Policy signed by Our authorized representative. H. REPRESENTATIONS As a condition precedent of Our obligations under this Policy, You represent that: 1. the statements and representations made by You in the Application are true and are the basis of the Policy and are to be considered as incorporated into and constituting a part of this Policy; 2. the statements and representations made by You in the Application shall be deemed material to the acceptance of the risk assumed by Us under the Policy; 3. this Policy is issued in reliance upon the truth of the statements and representations made by You in the Application; and 4. in the event the Application contains misrepresentations which materially affect the acceptance of the risk assumed by Us under this Policy, this Policy shall be void ab initio. I. BANKRUPTCY OR INSOLVENCY Your bankruptcy or insolvency shall not relieve Us of any of Our obligations under this Policy. J. TERRITORY This Policy shall apply to Wrongful Acts committed anywhere in the world, provided that any action, arbitration, or other proceeding for, in relation to, or arising from the Claim is brought within the United States, its territories or possessions, or Canada. K. FALSE OR FRAUDULENT CLAIMS If any Insured shall commit fraud in proffering any Claim or regarding the amount or otherwise, this Insurance shall become void as to such Insured from the date such fraudulent claim is proffered. L. NAMED INSURED RESPONSIBILITIES DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 11 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS It shall be the responsibility of the Named Insured to act on behalf of all other Insureds with respect to the following: 1. giving and receiving notice of cancellation and/or non-renewal (as described by Endorsement hereto); 2. payment of premium 3. receipt of return premiums; 4. acceptance of changes to this Policy; and 5. payment of Deductibles. M. EXAMINATION OF YOUR BOOKS AND RECORDS We may examine and audit Your books and records as they related to this Policy at any time during the Policy Period (or any purchased Optional Extended Reporting Period) or up to three years after the end of the Policy Period (or any purchased Optional Extended Reporting Period). N. TITLES Titles of sections of and endorsements to this Policy are inserted solely for convenience of reference and shall not be deemed to limit, expand or otherwise affect the provisions to which they relate. VI. DEFINITIONS A. Application means the signed application for the Policy, whether submitted on-line, over the phone or on paper, including any attachments and other materials or statements submitted in conjunction therewith. If this Policy is a renewal or replacement of a previous policy or policies issued by Us, Application shall also include all signed applications and other materials that were submitted therewith and attached thereto. B. Bodily Injury means physical injury to or sickness, disease or death of a person, or mental injury, mental anguish, emotional distress, pain or suffering, or shock sustained by a person. C. Claim means any written demand for Damages or for non-monetary relief. D. Claim Expenses means the following that are incurred by Us or by You with Our prior written consent: 1. all reasonable and necessary fees, costs and expenses (including the fees of attorneys and experts) incurred in the investigation, defense and appeal of a Claim; and 2. premiums on appeal bonds, attachment bonds or similar bond. Provided, however, We shall have no obligation to apply for or furnish any such bonds. Claim Expenses shall not mean and We shall not be obligated to pay: 1. salaries, wages or expenses other than Supplemental Payments; or DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 12 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS 2. the defense of any criminal investigation, criminal grand jury proceeding, or criminal action. E. Damages means a monetary judgment or monetary award that You are legally obligated to pay (including pre- or post-judgment interest) or a monetary settlement negotiated by Us with Your consent. Damages shall not mean and We shall not be obligated to pay: 1. fines, penalties, taxes, sanctions levied against You; 2. any punitive or exemplary damages or that portion of any multiplied damages award which exceeds the damage award so multiplied, provided, however, that, if such damages are otherwise insurable under applicable law and regulation, We will pay an award of punitive or exemplary damages in excess of the Deductible and up to a maximum sum of $250,000. This limit shall be a part of and not in addition to the Limit of Liability set forth in Items 3. of the Declarations; 3. the return, reduction or restitution of Your fees, commissions, profits, or charges for goods provided or services rendered, including any over-charges or cost over-runs; 4. liquidated damages; or 5. Your cost of complying with injunctive relief. F. Effective Control means: 1. ownership of more than 50% of the issued and outstanding voting securities; or 2. having the right pursuant to written contract, by-laws, charter, operating agreement or similar documents to elect, appoint or designate a majority of the board of directors, management committee members of a partnership or the members of the management board of a limited liability company (or equivalent management structure). G. Employee means any past, present or future: 1. employee (including any part-time, seasonal or temporary employee or any volunteer); 2. partner, director, officer, member or board member (or equivalent position); 3. independent contractor; or 4. leased worker; of an Organization, but only in their performance of Professional Services on behalf of or at the direction of such Organization. H. Insured means You or Your. I. Named Insured means the individual, corporation, partnership, limited liability company, limited partnership, or other entity set forth in Item 1 of the Declarations. J. Optional Extended Reporting Period means any applicable Optional Extended Reporting Period contemplated by the OPTIONAL EXTENDED REPORTING PERIOD Clause. DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 13 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS K. Organization means the Named Insured and any Subsidiary. L. Personal Injury means injury, other than Bodily Injury, arising out of one of more of the following offenses: 1. false arrest, detention or imprisonment; 2. malicious prosecution; 3. wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of premises; 4. slander, libel, defamation or disparagement of goods, products or services; or 5. oral or written publication of material in connection with Your advertising that violates a person’s right of privacy. M. Policy Period means the period of time set forth in Item 6. of the Declarations. N. Pollutants means any solid, liquid, gaseous, biological, radiological or thermal irritant or contaminant, including smoke, vapor, dust, fibers, mold, spores, fungi, germs, soot, fumes, acids, alkalis, chemicals and Waste. “Waste” includes, but is not limited to, materials to be recycled, reconditioned or reclaimed and nuclear materials. O. Professional Services means only those services specified in Endorsement to this Policy as performed by or on behalf of an Organization for others for a fee or other compensation. P. Property Damage means physical loss of or physical damage to or destruction of any tangible property, including the loss of use thereof. For purposes of this definition, “tangible property” shall not include electronic data. Q. Retroactive Date means the date set forth in Item 7. of the Declarations. R. Subsidiary means: 1. any entity of which the Named Insured has Effective Control (“Controlled Entity”) on or before the Policy Period, either directly or indirectly through one or more Controlled Entities; 2. any entity of which the Named Insured forms or acquires Effective Control during the Policy Period, either directly or indirectly through one or more Controlled Entities, but only for the first 90 days after such formation or acquisition (or until the end of the Policy Period, whichever is earlier). Provided, however, with respect to a Subsidiary described in paragraph 2. of this definition, We shall only cover Claims alleging Wrongful Acts committed while the Named Insured had Effective Control of such Subsidiary, either directly or indirectly through one or more Controlled Entities. An entity ceases to be a Subsidiary once the Named Insured no longer has Effective Control of such entity, either directly or indirectly through one or more Controlled Entities, and this Policy will not respond to Claims made against such entity thereafter. DPL P001 CW (05/13) © Hiscox Inc. All rights reserved. 14 PROFESSIONAL LIABILITY – US DIRECT ERRORS AND OMISSIONS S. Supplemental Payments means the reasonable expenses incurred by You, including loss of wages, if You are required by Us to attend arbitration proceedings or trial in the defense of a covered Claim. T. We, Us, Our or Insurer means the insurance company set forth in the Declarations. U. Wrongful Act means any actual or alleged breach of duty, negligent act, error, omission or Personal Injury committed by You in the performance of Your Professional Services. V. You or Your means any: 1. Organization; 2. Employee; 3. joint venture in which an Organization participates pursuant to written agreement, but only for: a. Wrongful Acts committed by such Organization; and b. the percentage of otherwise covered Damages and Claims Expenses in proportion to such Organization’s participation in the joint venture. Endorsements Hiscox Insurance Company Inc. Policy Number: Named Insured: Endorsement Number: Endorsement Effective: DPL E5424 CW (02/1)Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 E5424.1 Blanket Additional Insured Endorsement (PL) In consideration of the premium charged, it is understood and agreed that the Policy is amended as follows: 1. In Clause VI. DEFINITIONS, paragraph V., “’You’ or ‘Your’,”is amended to include the following at the end thereof: You or Your shall also include any Additional Insured but only for the Wrongful Acts of those contemplated in paragraphs 1., 2. or 3. of the definition of ”’You’ or ‘Your’”: 2. The following definition is added to Clause VI. DEFINITIONS: AI-A.Additional Insured means any person(s) or organization(s) with whom You have agreed in a written contract or agreement to add them as an additional insured to a policy providing the type of coverage afforded by this Policy, provided the contract or agreement: 1. is currently in effect or becomes effective during the Policy Period; and 2. was executed before the Professional Services from which the Claim arises were performed. 3. In Clause III.EXCLUSIONS, paragraph F. is deleted in its entirety and replaced with the following: F. brought by or on behalf of one Insured against another Insured; provided, however, this Exclusion will not apply to any Claim brought by an Additional Insured in any capacity other than that of an Additional Insured. All other terms and conditions remain unchanged. P100.561.914.7 BMcConsulting 1 09/21/2022 Hiscox Insurance Company Inc. Endorsement 2 NAMED INSURED: BMcConsulting Management/Business Consulting Services Endorsement Page 1 of 2 In consideration of the premium charged, it is understood and agreed that the Policy is amended as follows: 1.In Clause VI. DEFINITIONS, paragraph O., “Professional Services,” is amended to read as follows: O.Professional Services means the below listed services performed for others for compensation: 1.management consulting and/or business consulting services, including but not limited to: a.advising on general business operations, strategy, organizational structure, human resources, marketing and sales, systems or ecological/”green” issues; and b.project management. 2.Clause VI. DEFINITIONS is amended to include the following at the end thereof: MC-A.Employee Benefit Plan means any plan created or maintained by an employer or employee organization for the benefit of its employees, directors, partners, trustees or officers, including but not limited to pension plans and employee welfare plans. 3.Clause III. EXCLUSIONS is amended to include the following at the end thereof: This Policy does not apply to and We shall have no obligation to pay any Damages, Claim Expenses, or Supplemental Payments for any Claim: MC-A.based upon or arising out of any actual or alleged commingling of or inability or failure to safeguard funds. MC-B.based upon or arising out of any actual or alleged compilation of audited financial statements. MC-C.based upon or arising out of any actual or alleged performance or failure to perform audit attestation services. MC-D.based upon or arising out of any actual or alleged services in connection with mergers and/or acquisitions. MC-E.based upon or arising out of any actual or alleged services in connection with the valuation of any entity or tangible or intangible property. MC-F.based upon or arising out of any actual or alleged promise, warranty or guarantee of the future value of any real or personal property. MC-G.based upon or arising out of any actual or alleged insolvency, receivership, bankruptcy, liquidation or financial inability of any Employee Benefit Plan or insurance company. Hiscox Insurance Company Inc. Endorsement 2 NAMED INSURED: BMcConsulting Management/Business Consulting Services Endorsement Page 2 of 2 MC-H.based upon or arising out of any actual or alleged sale of any Employee Benefit Plan. MC-I.based upon or arising out of any actual or alleged performance or failure to perform investment advisory services, including but not limited to the following: 1.the selection of any investment manager, investment advisory, custodial or similar firm; 2.the promise or guarantee of the future performance of value of investments, or rate of return or interest; 3.the fluctuation in the value of any security; 4.any failure of investments to perform as expected or desired; or 5.acting as an investment advisor as defined in Section 202 (11) of the Investment Advisors Act of 1940. All other terms and conditions remain unchanged. Endorsement effective:September 21, 2022 Policy No.:P100.561.914.7 Endorsement No:2 By: Kevin Kerridge (Appointed Representative) DPL E5018 CW (01/10) Hiscox Insurance Company Inc. Endorsement 3 NAMED INSURED: BMcConsulting Cyber Incidents Exclusion Endorsement Page 1 of 1 In consideration of the premium charged, it is understood and agreed that the Policy is amended as follows: 1.In Clause III. EXCLUSIONS, Exclusion R. is deleted in its entirety and replaced with the following: R.based upon or arising out of any actual or alleged: 1.unauthorized acquisition, access, use, or disclosure of, improper collection or retention of, or failure to protect any non-public personally identifiable information or confidential corporate information that is in Your care, custody, or control; 2.violation of any privacy law or consumer data protection law protecting against the use, collection, or disclosure of any information about a person or any confidential corporate information; 3.total or partial damage to, loss, corruption, deterioration, destruction, or alteration of, or the inability or impaired ability to access or manipulate any electronic data, software, electronic databases, computers, or any part of a computer system or network; 4.denial of service or delay, disruption, impairment, failure, or outage of any part of a computer system or network; 5.unauthorized or unlawful access to any electronic data or any part of a computer system or network, including through the transmission of any malicious code, such as a computer virus, worm, logic bomb, malware, spyware, Trojan horse, or other fraudulent or unauthorized computer code; or 6.threat, hoax, or demand relating to subparts 1 through 5 above. All other terms and conditions remain unchanged. Endorsement effective:September 21, 2022 Policy No.:P100.561.914.7 Endorsement No:3 By: Kevin Kerridge (Appointed Representative) DPL E1901 CW (08/21) Hiscox Insurance Company Inc. Endorsement 4 NAMED INSURED: Washington Amendatory Endorsement Page 1 of 2 DPL E5124 WA (06/18) This endorsement modifies insurance provided under the following: PROFESSIONAL LIABILITY – ERRORS AND OMISSIONS INSURANCE In consideration of the premium charged, it is understood and agreed that the Policy is modified as follows: 1.Section V. OTHER MATTERS AFFECTING COVERAGE is amended to include the following at the end thereof: CANCELLATION Notice of Cancellation The Named Insured stated in the Declarations may cancel this Policy by notifying the Company or the insurance producer in one of the following ways: A.written notice by mail, fax or e-mail; B.surrender of the policy or binder; or C.verbal notice. Upon receipt of such notice, We will cancel this policy or any binder issued as evidence of coverage effective the later of the following: A.the date on which notice is received or the policy or binder is surrendered; orB.the date of cancelation requested by the named insured. If the Named Insured cancels this Policy, the refund may be less than pro rata. Provided, however, if this Policy shall be cancelled by the Named Insured within 14 days of the inception of the Policy Period without having submitted a Claim, We shall return in full any premium amount actually paid to the Company. In such event, the effective date of cancellation shall be deemed to be the inception date of the Policy Period. We may also cancel this Policy by mailing to the Named Insured by first class mail, at the last mailing address (or email address, if allowable by applicable law) known to the Company , written notice stating when not less than forty-five (45) days thereafter (or ten (10) days thereafter when cancellation is due to non-payment of premium), the cancellation shall be effective and shall state the reason for such cancellation. Like notice of cancellation must also be sent to each mortgagee, pledgee or other person shown by the Policy to have an interest in any loss which may occur under the Policy. The mailing of such notice shall be sufficient proof of notice and this Policy shall terminate at the date and hour specified in such notice. If We cancel this Policy, any return premium shall be calculated pro rata. Payment or tender of any unearned premium by the Company shall not be a condition precedent to the effectiveness of the cancellation, but such payment shall be made as soon as practicable. Nonrenewal If We elect not to renew this Policy, We will mail or deliver to the Insured(s) stated in the Declarations written notice of nonrenewal, stating the reasons for nonrenewal, not less than forty-five (45) days before the end of the Policy Period. If the notice of nonrenewal is mailed, proof of mailing will be sufficient proof of notice. 2.Section V. OTHER MATTERS AFFECTING COVERAGE, Paragraph F. SUBROGATION is modified to the extent necessary to provide the following: In the event of any payment under this Policy, We will be subrogated to an individual Insured’s rights of recovery to the extent of such payment. In such case the individual Insured will execute all documents required and will do Hiscox Insurance Company Inc. Endorsement 4 NAMED INSURED: Washington Amendatory Endorsement Page 2 of 2 DPL E5124 WA (06/18) everything necessary to secure and preserve such right including the execution of such documents necessary to enable the Company to bring suit in the Insured’s name. In the event an individual Insured recovers payment for loss from the tort-feasor responsible for the loss, We shall be entitled to recover from the Individual Insured only the excess of such recovery remaining after the Individual Insured has been fully compensated for the loss. 3.Section V. OTHER MATTERS AFFECTING COVERAGE, Paragraph H. REPRESENTATIONS is amended by adding the following paragraph at the end thereof: Notwithstanding the foregoing, no oral or written misrepresentation or warranty made in the negotiation of the Policy, by or on behalf of the Insureds, shall be deemed material or defeat or avoid the contract, unless the misrepresentation or warranty is made with the intent to deceive. 4.The Policy is amended by adding the following Clause at the end thereof: Policy Conflicts To the extent any term or condition contained in the Policy or any Endorsement attached thereto conflicts with any term or condition contained in this or any other State Amendatory Endorsement attached to the Policy, such terms and conditions most favorable to the Insured shall apply. All other terms and conditions remain unchanged. Endorsement Effective:September 21, 2022 Policy No.:P100.561.914.7 By: Kevin Kerridge (Appointed Representative) Notices Policyholder Notice Electronic Delivery Page 1 of 1 INT N003 CW (01/19) If you received your insurance policy by email, it is because you have chosen electronic delivery of your policy documents and important notices, including cancellation and nonrenewal notices where permitted by law. We also will send any renewal policy documents to you by email at the address you have provided. If you are currently receiving paper documents and would like to have ease of retrieval and access and save on storage space, you will need to contact us and update your preferences. Most documents can be sent electronically within minutes. For electronic documents, you will need a computer or mobile device with Internet access and the ability to receive external emails. You also will need software such as Adobe Reader®that allows you to view and save PDF documents, and a printer to create paper copies. At any time you may request a paper copy of your policy,or you may withdraw your consent to receive documents by email. We will then send documents to you by US mail at no added cost. You must notify us if your email or street address changes. To update your email or street address, or to request paper documents,please contact us at 888-202-3007. Hiscox Insurance Company Inc. ECONOMIC AND TRADE SANCTIONS POLICYHOLDER NOTICE INT N001 CW 01 09 Page 1 of 1 Hiscox is committed to complying with the U.S. Department of Treasury Office of Foreign Assets Control (OFAC) requirements. OFAC administers and enforces economic sanctions policy based on Presidential declarations of national emergency. OFAC has identified and listed numerous foreign agents, front organizations, terrorists, and narcotics traffickers as Specially Designated Nationals (SDN’s) and Blocked Persons. OFAC has also identified Sanctioned Countries. A list of Specially Designated Nationals, Blocked Persons and Sanctioned Countries may be found on the United States Treasury’s web site http://www.treas.gov/offices/enforcement/ofac/. Economic sanctions prohibit all United States citizens (including corporations and other entities) and permanent resident aliens from engaging in transactions with Specially Designated Nationals, Blocked Persons and Sanctioned Countries. Hiscox may not accept premium from or issue a policy to insure property of or make a claim payment to a Specially Designated National or Blocked Person. Hiscox may not engage in business transactions with a Sanctioned Country. A Specially Designated National or Blocked Person is any person who is determined as such by the Secretary of Treasury. A Sanctioned Country is any country that is the subject of trade or economic embargoes imposed by the laws or regulations of the United States. In accordance with laws and regulations of the United States concerning economic and trade embargoes, this policy may be rendered void from its inception with respect to any term or condition of this policy that violates any laws or regulations of the United States concerning economic and trade embargoes including, but not limited to the following: (1) Any insured under this Policy, or any person or entity claiming the benefits of such insured, who is or becomes a Specially Designated National or Blocked Person or who is otherwise subject to US economic trade sanctions; (2) Any claim or suit that is brought in a Sanctioned Country or by a Sanctioned Country government, where any action in connection with such claim or suit is prohibited by US economic or trade sanctions; (3) Any claim or suit that is brought by any Specially Designated National or Blocked Person or any person or entity who is otherwise subject to US economic or trade sanctions; (4) Property that is located in a Sanctioned Country or that is owned by, rented to or in the care, custody or control of a Sanctioned Country government, where any activities related to such property are prohibited by US economic or trade sanctions; or (5) Property that is owned by, rented to or in the care, custody or control of a Specially Designated National or Blocked Person, or any person or entity who is otherwise subject to US economic or trade sanctions. Please read your Policy carefully and discuss with your broker/agent or insurance professional. You may also visit the US Treasury’s website at http://www.treas.gov/offices/enforcement/ofac/.