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HomeMy WebLinkAbout5739AGENDA BILL CITY OFBREMERTON CITY COUNCIL 6F SUBJECT: Professional Services Contingency Fee Agreement with :Restorical Research; -LLC for Environmental Cost Recovery Services Study Session Date: COUNCIL MEETING Date: Department: Presenter: Phone: September 13, 2017 September 20, 2017 Public Works Chal Martin (360) 473-5758 SUMMARY: Restorical Research is a firm that researches, locates and consults on historical insurance policies that address environmental contamination. This agreement enables Restorical Research, on a contingency fee basis (10% of all money recovered), to pursue recovery for the Chevron site but also for any other contaminated sites the City may identify. The Agreement does not obligate the City to make claims or suits, or to use a particular amount of staff time to assist Restorical Research in locating sites and documents. ATTACHMENTS: 1) Professional Services Scope of Work FISCAL IMPACTS (Include Budgeted Arr Research for scanning and shipping fees, STUDY SESSION AGENDA: STUDY SESSION ACTION: ® Consent Ag RECOMMENDED MOTION: Fee Agreement 2) Exhibit A to Agreement, Up to $200 per site to reimburse Restorical pre -approval of City. Presentation . ❑ Full Presentation ❑ General Business ❑ Public Hearing Move to approve the Professional Services Contingency Fee Agreement with Restorical Research, LLC for environmental cost recovery services;) and authorize the Mayor to finalize and execute the Agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: [Approve Form Updated 01/07/15 ❑ Deny', ❑ Table ❑ Continue ❑ No Action PROFESSIONAL SERVICES CONTINGENCY FEE AGREEMENT For Cost. Recovery The City of Bremerton ("City") and Restorical Research, LLC ("Consultant"), referred to collectively as the "Parties," enter into the following Agreement for professional services: I. Scope: The Consultant agrees t Scope of Work, attached hereto as Exhit modified only pursuant to Section VIII. unspecified additional services such se request of the City. Consultant further n will be performed in accordance with gei such services are performed. Nothing in this Agreement shall be cc bring suit against a third party or insure The City has sole discretion to deters insurer, or any other entity. The City,, will utilize if Consultant requests City perform the services more specifically described in the A and incorporated herein. The Scope of Work may be of this Agreement. If the Scope of Work provides for ices shall only be performed upon the express written presents that the services furnished under this Agreement ;rally accepted professional practices in effect at the time ued to require the City to make a demand or claim or carrier based on Consultant's work or recommendation. whether to pursue a claim against a private party, an has sole discretion to determine how much staff time it for any part of Consultant's services. II. Term: This Agreement will begin effect for five (5) years from the date it is executed. Additional time may be agreed upon by he Parties in writing. III. Compensation: This is a contingency fee agreement. In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant in an amount not to exceed ten (10) percent of Recovery. The term "Recovery" as used h directly or indirectly, from any potential; during the Term, or from any one or responsible party, if the insurer is discov by collection, settlement, judgement or ] Recovery includes but is not limited to p. attributable to interest, punitive damage received by the City from parties or in Consultant's consultation, research or ir. When the City receives Re shall present City with an invoice Scope of Work and Compensation. Consultant shall not perform for such work, unless the Scope of W Bremerton/Restorical Research Environmental Cost Recovery Page 1 of 7 -ein means all monetary payments, flowing to the City responsible party discovered or identified by Consultant pore of the insurers of the City or of any potentially red or identified by Consultant during the Term, whether .igation, before consideration of any income tax matters. ✓ments for investigation and remediation work, and sums or attorneys' fees. Recovery does not include payments arance policies identified by the. City independently of payment, City shall notify Consultant, and Consultant shall conform to the terms of this Agreement, including shall pay the invoice promptly. k beyond the Scope of Work, nor shall be compensated or amount of compensation is modified pursuant to this Rev 02-16 Agreement. Consultant shall only be Section I -and, if not otherwise pro) section. -nsated for additional services if requested pursuant to such compensation shall be in accordance with this If an invoice does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve Consultant of its obligations under this Agreement. IV. Relationship of Parties: Consi in the Scope of Work and is performing of expertise. Consultant and its person City. Consultant and its personnel ha, employees and other contractors. Non including, but not limited to, compensat from the City to the employees, agent Consultant will be solely and entirely reE employees, representatives and sub-cor City may, during the term of this Agrees same or similar work. tant represents that it is skilled in the matters addressed .1dependent functions and responsibilities within its field -1 are independent contractors and not employees of the no authority to bind the City or to control the City's of the benefits provided by the City to its employees, in, insurance, and unemployment insurance are available , representatives, or sub -contractors of the Consultant. onsible for its acts and for the acts of Consultant's agents, Factors during the performance of this Agreement. The ent, engage other independent contractors to perform the As an independent contractor, Consultant is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Consultant or its personnel. As an independent contractor, Consultant is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance, Business & Occupation, State professional licensing, and City business licensing. If any taxes or .fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arising from the delinquency, from any payments due Consultant. V. Expenses: City agrees to pay for of documents not to exceed $200 per s incurs any costs. VI. Indemnification: A. Consultant shall defend, employees, agents and volunteers harmh suits, including all legal costs and att performance of this Agreement except f( City's sole negligence, unless Consultant Consultant's expenses related to scanning and shipping City will be made aware of expenses before Consultant indemnify and hold the City, its officers, officials, ;ss from any and all claims, injuries, damages, losses or )rney fees, arising out of or in connection with the ,r that portion of the injuries and damages caused by the is conducting work pursuant to Subsection B below. The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. Bremerton/Restorical Research Environmental Cost Recovery Page 2of7 Rev 02-16 and Services Defined in RCW 4.24.115. Should a court of competent jurisdiction determine that Consultant's services provided pursuant to this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's nemlimence IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. VII. Insurance: The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, sub -consultants or sub -contractors. Before beginning work on the project described in this Agreement, the Consultant shall provide a Certificate of Insurance evidencing: 1. Automobile Liability insurance with limits no less than$1,000,000 combined single limit per accident for bodily injury and property damage; and 2. Commercial General Liability insurance written on an occurrence basis with limits no less than $2,000,000 combined single limit per occurrence and general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU) if applicable; and 3. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence/claim; and 4. Workers Compensation insurance if statutorily required by the Industrial Insurance Act of the State of Washington, Title 51, Revised.Code of Washington. Any payment of deductible or self insured retention shall be the sole responsibility of the Consultant. All required policies shall be liability insurance (if required), which The City shall be named as an insurance policy, as respects work perfc endorsement that is acceptable to the Ci attached to the Certificate of Insurance. Bremerton/Restorical Research Environmental Cost Recovery Page 3 of 7 on an "occurrence" basis except professional be provided on a "claims -made" basis. litional insured on the Commercial General Liability ed by or on behalf of the Consultant and a copy of an which names the City as an additional insured shall be ie City reserves the right to receive a certified copy of Rev 02-16 all the required insurance policies and any unacceptable policies and/or endo The Consultant's Commercial Ge coverage shall apply separately to each except with respects to the limits of the i The Consultant's insurance shall City and shall contain a waiver of sub operations, liabilities and obligations 1 obligation upon Consultant to advise tI. certified mail, return receipt requested to Suite 600, Bremerton, WA 98337 withi change of any insurance policy set out hf of this Agreement. The City further reserves the right to reject Liability insurance shall contain a clause stating that ed against whom claim is made or suit is brought, is liability. primary and non-contributory insurance as respects the ,gation against the City for claims arising out of any which coverage applies. It shall be an affirmative City's Risk Manager by fax at (360) 473-5161; or by ity of Bremerton, attn: Risk Management, 345 6th Street, two days of the cancellation, suspension or substantive .in, and failure to do so shall be construed to be a breach The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. Vlll. General Conditions: A. Reports and Information: iWhen requested by the City, Consultant shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. B. Ownership and Use of Rec including those in electronic format, deve', All written information submitted by the performed by the Consultant under this i least the same extent as the Consultant saf such information is publicly available or i rightfully obtained by the Consultant frorr. its disclosure, inadvertent or otherwise. All data, documents and files cre, at Consultant's office in Mercer Island, W and files available to the City upon its re modifying and updating as necessary u information in the City's offices. Duplical electronically upon its request at no charg All documents, including all pursuant to this Agreement, are instn property of the City. Any reuse by the City's sole risk. Bremerton/Restorical Research Environmental Cost Recovery Page 4of7 Ards and Documents: Original documents, and reports, )ped under this Agreement are the property of the City. City to the Consultant in connection with the services .greement will be safeguarded by the Consultant to at :guards like information relating to its own business. If already in Consultant's possession or known to it, or is third parties, Consultant shall bear no responsibility for ;d by Consultant under this Agreement may be stored hington. Consultant shall make such data, documents, zest at all reasonable times for the purpose of editing, it such time as the City is capable of storing such copies of this information shall be provided to the City or other items prepared or furnished by Consultant :s of service with respect to the project and arc the for other than the specific purpose intended will be at Rev 02-16 C. Use of Photographs ai or images depicting City officials, Consultant or provided by City wit unreasonably withhold its consent. ages: Consultant shall not use or distribute photographs onnel, property, or equipment whether prepared by prior written consent of the City. The City will not Consultant shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub -consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. E. Place of Work: The Agreement at its offices in Mercer Is City staff shall take place at the City's F. Entire Agreement: This between the Parties, and the Parties ac oral, that have not been set forth in the G.- Severability: Should any Agreement shall remain in full force and H. Modification: This by both Parties. I. Written Notices: All to the parties at the addresses listed belom and shall be deemed sufficiently given Agreement or such other address as may 1 City Address City Engineer City of Bremerton 3027 Olympus Dr. Bremerton, WA 98310 ultant shall perform the work authorized under this Washington and the State of Indiana. Meetings with -Is, or at locations mutually agreed upon by the Parties. and its Exhibit constitutes the entire agreement that there are no other agreements, written or of this Agreement. of this Agreement be found void, the balance of the may only be modified by written instrument signed ;ommunications regarding this Agreement shall be sent by registered or first class mail, or by personal service, if sent to the addressee at the address stated in this hereafter specified in writing. Consultant Address Benjamin S. Pariser Restorical Research 7525 SE 24`h Street, Suite 315 Mercer Island, WA 98040 J. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or K. Non -Waiver of Breach: The failure of the City to insist upon strict performance of any of the. covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. Bremerton/Restorical Research Environmental Cost Recovery Rev 02-16 Page 5 of 7 L. Compliance with Laws: Consultant shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. M. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any, judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. N. Attorneys' Fees: In the a Vent of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney's fees. 0.- Assignment: Any assignment of this Agreement by the Contractor without the written consent of the City shall be void. IX. Nondiscrimination: Consultant shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, disability, or sexual orientation except for employment actions based on bona fide occupational qualification. X. Termination: This Agreement shall remain in force until completion and acceptance of the services, termination by written instrument upon mutual consent, or termination by either Party for cause or convenience with sixty (60) days written notice. Any notice of termination by Consultant shall include a report showing Ithe status of all items listed in the Scope of Work current through the termination date. In the event of termination, the City shall pay Consultant all Recovery and Expenses that accumulate to the effective date of termination, as described on a final invoice submitted to the City. Any demand, claim, legal action or collection action by the City upon which the City receives a Recovery, resulting from the work of Consultant under this Agreement, will require City to compensate Consultant per Section 111 of this Agreement for up to five (5) years past the Agreement termination date. EXAMPLE: If an insurance carrier or third party is paying fees to characterize/remediate a site as a result of the cost recovery process after this Agreement terminates or expires, Consultant would continue to receive payment per Section III of this Agreement. After termination, the City mayi take possession of all records and data within the Consultant's possession pertaining to this project which may be used by the City without restriction. Any such use not related to the project which Consultant was contracted to perform shall be without liability or legal exposure to the Consultant. XI. -Suspension & Debarment: For certifies, by signing this Agreement, th suspended, proposed for debarment, deck in this transaction by any Federal depai written notice to the City if at any time it Should Consultant enter into a covered tri this Agreement that it will verify that the suspended, ineligible, excluded or disqua Bremerton/Restorical Research Environmental Cost Recovery Page 6of7 ❑tracts involving Federal funding, Consultant hereby neither it nor its principals are presently debarred, I ineligible, or voluntarily excluded from participation ent or agency. Consultant shall provide immediate ms that it is or has become ineligible for certification. action with another firm, Consultant agrees by signing n with whom it intends to do business is not debarred, Rev 02-16 CITY OF BREMERTON. Approved as to form: 0, �, � 01 Bremerton City Attorne By: v .fA its: PfAlft Date: 10- L-,017 Attest: i City Clerk R:\Legal\Legal\Contracts\LEGAL\Resturical Research PSA 8.3.2017.docx Bremerton/Restorical Research Environmental Cost Recovery Page 7of7 Y. PALSOL. Rev 02-16 The scope of services to be provii will be referred to as the "Cost Recovery assist the City in preparing and undertaki owe the City duties of defense and inden and remediation pursuant to insurance pc third parties who have caused, contribute the City for some or all of the costs of en actions collectively, or alone, are deemec Cost Recovery Assistance shall a. Performing such hi aerial photographs, identify potentially b. Assist in managing the f consultants. The City au City understands that Re the Cost Recovery Proce Restorical in all corresnc IT A -d by Restorical Research, LLC under this Agreement kssistance," and will encompass consulting services to Lg an insurance recovery action against insurers who iification for the costs of environmental investigation icies, and/or a cost recovery/contribution action against I to, or exacerbated the contamination, and are liable to ironmental investigation and remediation. These the "Cost Recovery Action." of: investigation of property records, transactional records, i maps, and other similar historical documents to ible persons; and of information between the City, attorneys, and rizes Restorical to receive copies of all invoices. The ,ical has a unique perspective that may be beneficial to The City, at its sole discretion, may choose to include ,Ince between the City, attorneys and consultants; and C. Performing such historical investigation of insurance records and related documents to identify insurance carriers and policies that may provide coverage for the environmental damage that is the subject of demands by the State, other government agencies, or Third parties; and d. Preparing and submitting to the City one or more written summaries of all relevant information discovered while performing Cost Recovery Assistance. The written summary of information pertaining to an insurance policy shall include the name of the insurance carrier, the years of coverage, the policy number, if available, and legible copies of the policy or secondary evidence of coverage. Each written summary described in this paragraph l .d is referred to as "Cost Recovery Documentation." The Cost Recovery Documentation may be in the form of a letter, memorandum, and/or email. Cost Recovery Assistance does a. Environmental contamination; Exhibit A -1 include: needed to fully delineate the nature and extent of b. Environmental C. Q Exhibit A - 2 needed to address such contamination; Expert witness services in any cost recovery, contribution, or insurance coverage litigation that the City may hire counsel to initiate; and Legal Services. The City understands that Restorical does not perform legal services or provide legal advice. i 701 ACORO CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 10/13/2017 THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELYAMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER AAA Westlake The Lake Union Bldg 1700 Westlake Ave N Suite #724 Seattle WA 98109 ACIOL INSD NAME: PHON i 4 No Ext : (AIC No ADDRESS: INSURERS) AFFORDING COVERAGE NAIC T! INSURERA: Underwriters at Lloyds, London - CFC 100001 INSURED Restorical Research, LLC 7525 SE 25th St #315 Mercer Island WA 9804,0 X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 1 0 UR INSURER B : INSURER C: INSURER D INSURERS: INSURER F: COVERAGES CERTIFICATE NUMBER: I REVISION NUMBER. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOWIHAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCEAFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY, HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE ACIOL INSD WISH WVD POLICY NUMBER (MMIDDNYYY (POLICY MID NYYY) LIMITS 3027 Olympus Dr. X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 1 0 UR Bremerton WA 983110 EACH OCCURRENCE 2,000,000 PREMISES Ea occurrence $ 250,000 MED EXP (Any one person,) $ 5,000 PERSONAL &ADV INJURY $ 1,000,000 A Y Y PSG02265420 07/15/2017 07/15/2018 LAGGREGATELIMITAPPLIESPER: E T LOC N'OTHER, GENERAL AGGREGATE $ 2,000,000POLICY PRODUCTS-COMP/OPAGG $ 1,000,000 $ AUTOMOBILE LIABILITY COMBIN D 61NUILL LIMH$ 2,000,000 (Ea accident BODILY INJURY (Per person) $ ANY AUTO A ALL OWNED SCHEDULED AUTOS AUTOS X HIREDAUTOS x NON -OWNED AUTOS PSG02265420 07/15/2017 07/15/2018 BODILY INJURY (Per accident) $ P OPERIY AMA $ SO,000 (Per accident UMBRELLA LAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIM&MADE Y Y DED I I RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORiPARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EN (Mandatory In NH) NIA PSG02265420 07/15/2017 07/15/2018: PER 0TH - STATUTE I X IFER WA STOP GAP E: L. EACH ACCIDENT $ 1,000,000 E,L. DISEASE - EAENIPLOYE $ 1,000,000 E.L. DISEASE :POLICY LIMIT, $ 1,000,000 f yyees. descrlbe unfler DESCRIFTIONOFOPERATIONSbelow A Errors & Omissions Y Y PSG02265420 07/15/2017 07/15/2018 $1 M/S1 M - Each Claim / Aggregate / DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if morespace is required) City of Bremerton, its officers, officials, employees, agents & volunteers Waiver of 5 r ation applies. are named as additional insured. Coverage shall be Primary and N9n-Contributory. -10 days notice for non-payment of premium" CERTIFICATE HOLDER I CANCELLATION © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD J SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Engineering ACCORDANCE WITH THE POLICY PROVISIONS. City of Bremerton AUTHORIZED REPRESENTATIVE 3027 Olympus Dr. Bremerton WA 983110 © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD J INSURANCE FOR PROFESS Policy Docum Contents Preamble Insuring Clauses How Much We Will Pay Your Deductible Underwriting CFC Underwrtring Limned 8S Giacerhurch Street London EOV OAA UnnedKingdom . T: +44 (0) 207 220 8500 F: +44 (0) 207 220 M I E: engwnes@dcundenNntmg.com W: wwwAamdenNrning com This Policy is a contract of Insurance between you and us. Your Policy contains all the details of the cover that we provide, subject always to our receipt of the Premium. This Policy consists of and must be read together with the Declarations and any Endorsements. This Policy Is not complete unless it Is signed and a Declarations page is attached. { The Sections of this policy are Identifled by BLUE LINES across the page with WHITE UPPER CASE PRINT. Clause headings in BLUE UPPER CASE PRINT are for Information only and do not form part of the cover given by this Policy. Other terms in bold lower case print are deflned terms and have a special meaning as set forth In the IJEFINITiONS section and elsewhere. Words stated in the singular shall Include the plural and vice versa. IMPORTANT: INSURING CLAUSES I and 2 provide c first made against the company named as the Insured In the during the period of the policy to be covered. In consideration of the Premium and in reliance upon the which is deemed to form the basis of this insurance: INSURING CLAUSE 1: ERRORS & OMISSIONS SECTION A: PROFESSIONAL LIABILITY We agree to pay on your behalf all sums which you becom obliged to pay (Including liability for claimants' costs and expel a result of any claim first made against the company namec Insured In the Declarations or any subsidiary and notifle( during the period of the policy arising out of any: a) negligent act, error or omission, negligent misstaten negligent misrepresentation; b) breach of any contractual term Implied by law cor necessary quality, safety or fitness, or your duty reasonable care and skill; c) breach of warranty of authority, breach of duty, breach 4 breach of confidence, misuse of Information or breach of d) libel, slander or defamation; e) other act, error or omission giving rise to civil liability i clients but not any breach of contract save as specified committed by you or on your behalf In the course of your activities. We will also pay costs and expenses on your SECTION B: BREACH OF CONTRACT We agree to pay on your behalf all sums which you become obliged to pay (Including liability for claimants' costs and expens result of any claim by a client first made against the company as the Insured In the Declarations or any subsidiary and notifle during the period of the policy arising out of any breach of contract. We will also pay costs and expenses on your be on a claims made basis. Under these INSURING CLAUSES a claim must be arations or any subsidiary during the period of the policy and notified to us legally ses) as as the to us ant or :erning o use f trust, rivacy; r your bove; siness ;half. legally s) as a named J to us client SECTION C: INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT We agree to pay on your behalf all sums which you becomes legally obliged to pay (Including liability for claimants' costs and expenses) as a result of any claim first made against the company named as the Insured In the Declarations or any subsidiary and notified to us during the period of the policy arising out of your Infringement of any intellectual property right in the course of your business activities. We will also pay costs and expenses on your behalf. SECTION D: POLLUTION LIABILITY We agree to pay on your behalf all sums which you becomes legally obliged to pay (Including liability for claimants' costs and expenses) as a result of any claim flrst made against the company named as the Insured in the Declarations or any subsidiary and notifled.to us that you have provided to us prior to commencement of this insurance and during the period of the policy arising out of: a) pollution or contamination of the atmosphere, or of any water, land, buildings or other property; b) any enforcement action in connection with the containment, clean-up, removal or treatment of such pollution or contamination. We will also pay costs and expenses on your behalf. SECTION E: LOSS OF DOCUMENTS We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim first made against the company named as the Insured In the Declarations or any subsidiary and notified to us during the period of the policy arising out of destruction of, damage to, loss or mislaying of your documents or documents In your care, custody or control. We will also pay costs and expenses on your behalf. SECTION F: COMPUTER VIRUS AND HACKING ATTAC K We agree to pay on your behalf all sums which you become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any claim first made against the company named as the Insured In the Declarations or any subsidiary and notified to us during the period of the policy as a direct result of: a) any third parties' financial losses arising directly from a hacking attack or virus that has emanated from or passed through your computer systems, or b) •any third parties' financial losses arising directly from their inability to access your computer systems In the way in which you have authorised them to as a direct result of your computer systems' failure or Impairment due to a hacking attack or virus, or c) any third parties' financial losses arising directly from the loss or theft of your data or data for which you are responsible or held to be responsible arising directly from a hacking attack or Virus. We will also pay costs and expenses on your behalf. SECTION G: LOSS MITIGATION We agree to pay any reasonable costs necessarily Incurred by you with our prior written consent In respect of measures taken by you for the sole purpose of avoiding or mitigating a claim or potential claim for which you would be entitled to Indemnity under INSURING CLAUSE I of this Policy had such measures not been taken. SECTION H: PAYMENT OF WITHHELD FEES We agree to pay your withheld fees with our prior written c in the event that your client brings or threatens to bring a against you that would be covered under INSURING CLA1 SECTIONS A or B for an amount greater than your withhel If you attempt to recover the withheld fees from them. P payment of your withheld fees you must obtain written confir from your client that they will not bring a claim against you agree not to pursue them for your withheld fees and provide I ALL SECTIONS We will not make any payment on your behalf under any SE( of this INSURING CLAUSE In respect of any claim arising or indirectly out of injury or damage: a) from products or workmanship; or b) that did .not occur directly as a result of your bi activities.. INSURING CLAUSE 2: EMPLOYEE BENEFITS LIABILITY We agree to pay on your behalf all sums which you become obliged to pay (Including liability for claimants' costs and expen a result of any claim first made against the company named Insured In the Declarations or any subsidiary and notified during the period of the policy arising out of any negligent act or omission committed by you or on your behalf I administration of your employee benefit program. VI also pay costs and expenses on your behalf. E 1, fees r to you us. 1 as the us the will Furthermore, we agree to pay on your behalf any costs' and expenses necessarily Incurred with our prior written consent In respect of measures taken by you with the object of avoiding or mitigating a claim for which you would be entitled to Inimnity hereunder had such measures not been taken. INSURING CLAUSE 3: THIRD PARTY LIABILITY We agree to pay on your behalf all sums which you become legally obliged to pay (Including liability for claimants' costs and expenses) as a result of any claim arising out of accidental injury or damage occurring during the period of the policy In the course of your business activities. We will also pay costs and expenses on your behalf However, we will not make any payment on your behalf under this INSURING CLAUSE In respect of any claim: a) which Is covered under INSURING CLAUSE I, or would be covered under INSURING CLAUSE I but for the exhaustion of the limit of liability or aggregate limit of liability of INSURING CLAUSE I; b) arising directly or Indirectly out of any product. INSURING CLAUSE 4: PRODUCTS LIABILITY We agree to pay on your behalf all sums which you become legally obliged to pay (Includng liability for claimants' costs and expenses) as a result of any claim arising out of accidental injury or damage occurring during the period of the policy in the course ofd your business activities in connection with any product, We will also pay costs and expenses on your behalf. However, we will not make any payment on your behalf under this INSURING CLAUSE In respect of any claim which Is covered under INSURING CLAUSE 1, or would be covered lunder INSURING CLAUSE I but for the exhaustion of the limit of liability or aggregate limit of liability of INSURING CLAUSE 1. INSURING CLAUSE 5: TENANTS' LEGAL LIABILITY We agree to pay on your behalf all sums.which you become legally obliged to pay (Including liability for claimants' costs and expen es) as a result of any claim arising out of accidental damage to premises leased to, hired by, on loan to or held In trust by you or otherwise In your care, custody or control occurring during the period of the policy in the course of your business activities. We will also pay costs and expenses on your behalf. However, we will not make any payment on your behalf under this INSURING CLAUSE In.respect of any claim: a) which is covered under INSURING CLAUSE 1, or would be covered under INSURING CLAUSE I but for the exhaustion of the limit of liability or aggregate limit of liability of INSURING CLAUSE I; b) arising directly or Indirectly out of any product. INSURING CLAUSE 6: NON -OWNED AND HIRED AUTOMOBILE LIABILITY We agree to pay on your behalf to the extent the law allows all sums which the company named as the Insured in the Declarations becomes legally obliged to pay (including liability for claimants' cost and expenses) as a result of any claim arising out of injury or damage occurring during the period of the policy and caused by the use or operation of any automobile in the course of your business activities that Is: a) not owned in whole or In part by, or licensed In the name of, the company named as the Insured In the Declarations, or b) leased or hired In the name of the company named as the Insured In the Declarations. We will also pay costs and expenses on your behalf. INSURING CLAUSE 7: LIABILITY FOR DAMAGE TO HIRED OR LEASED AUTOMOBILES We agree to pay on your behalf all sums which you become legally obliged to pay (Including liability for claimants' costs and expenses) as a result of any claim arising out of accidental damage to an automobile leased to or hired by you from a third party occurring during the period of the policy in the course of your business activities. We will also pay costs and expenses on your behalf. As a precedent to coverage under INSURING CLAUSES 6 and 7, you agree and warrant that all employees will maintain In full force and effect for the period of the policy primary automobile liability Insurance In an amount equal to or greater than the minimum primary automobile liability limits required In the state of registration of the automobile. If a claim Is made and the employee Is determined to have failed the minimum limits required then the coverage under these INSURING CLAUSES will respond as excess coverage as though the minimum limits were In full force and effect, whereby you agree to pay all sums within and up to the required minimum limit. INSURING CLAUSE 8: MEDICAL EXPENSES We agree to pay medical expenses for injury caused by an accident occurring during the period of the policy a) on premises you own or rent; b) on ways next to premises you own or rent; or c) because of your business activities; provided that: a) the Injured person, at the time of the accident, Is not entitled to benefits under any workers compensation or disability benefits law or similar law; and b) the medical expenses are Incurred and notified to us within one year of the date of the.accident; and c) the Injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. We will make these payments regardless of fault INSURING CLAUSE 9: COMMERCIAL PROPERTY We agree to reimburse you up to the amount insured shown In the Declarations for: a) the cost of repairing damage occurring during the period of z the policy to your office buildings, including landlord's fixtures and fittings, walls, gates and fences, yards, car parks and pavements, piping, ducting, cables, wires and associated control gear and accessories on the premises and extending to tAe public mains but only to the extent of your responsibility; b) damage occurring during the period of the policy to contents of every description contained In your office; c) damage occurring during the period of the policy to contents of every description kept at the home of your directors, officers, partners or employees In the course iof your business activities; d) damage occurring during the period ofthe policy to contents of every description temporarily elsewhere, di Inclung while in transit e) the necessary and reasonable costs you incur following damage occurring during the period of the policy to glass which belongs to you or for which you are legally responsible for: 1) temporary boarding up; 11) repair. of window frames or removal or replacement of fixtures and fittings In the course of replacing the glass; Ili) replacement lettering or other ornamental work an alarm foil on glass; f) damage occurring during the period of the policy to money held In the course of your business activities: 1) in the office. during business hours, In Iranslt or In a Bank Night Safe; Il) In the office outside business hours in a locked safe; III) at the home of your directors, officers, partners or employees; g) damage occurring during the period of the policy to the personal belongings of your employees or visitors to the office provided they are not covered under any other Insurance; h) the reasonable cost of compiling the documents, books of account, drawings, card index systems or other records Including film, tape, disc, drum, cell or other magnetic recording or storage media for electronic data processing that,you need to continue your business activities If these Items have been lost or distorted as a direct result of damage covered under this INSURING CLAUSE; I) the costs you Incur to replace locks and keys necessary to maintain the security of your office or safes following theft of keys Involving force and violence occurring during the period of the policy, j) the amount of any rent for the office which you arelegally The maximum amount payable by us for all claims, losses, damage, costs and expenses and medical expenses shall not exceed the amounts shown In the Declarations in respect of each INSURING CLAUSE unless limited below. Where more than one claim or loss arises from the same driginal cause or single source or event all such claims or losses sliall be deemed to be one claim or loss and only one limit of liability shall be payable In respect of the aggregate of all such claims or losses. Where cover Is provided under multiple SECTIONS of INSURING CLAUSE 1 only one Limit of Liability shall be payable In respect of that claim. In respect of INSURING CLAUSES I to 7 we may at any tlme pay to you In connection with any claim the amount of the aggregate limit of liability or limit of liability (after deduction of any amounts already paid). Upon such payment being made we shall relinquish the conduct and control of and be under no further liability In connection with such claim except for the payment of costs and expenses Incurred prior to the date of such payment (unless the obliged to pay for any period during which the office or any part of it is unusable as a result of damage covered under this INSURING CLAUSE. We also agree to pay: a) costs and expenses on your behalf; b) compensation as shown In the Declarations If any of your directors, officers, partners or employees who are aged between 16 and 70 an the Inception Date shown In the Declarations suffers an injury In the course of your business activities In a robbery or attempted robbery and suffers: I. death, permanent total disablement, loss of a limb or loss of sight as a direct result of the injury within one year of the date of Its occurrence; ll.temporary total disablement. The compensation for temporary total disablement will be the amount shown In the Declarations per week, for a maximum of 104 weeks. However, we will not pay compensation under more than one heading In the Declarations for the same injury. INSURING CLAUSE 10: BUSINESS INTERRUPTION We agree to reimburse you up to the amount insured shown in the Declarations for your loss of income, extra expense, loss of research and development expenditure, project delay costs and accounts receivable resulting solely and directly from an Interruption to your business activities caused by: a) insured damage to your office or contents of every description or to any other property used by you at your office; b) insured damage to property in the vicinity of your office which prevents or hinders your access to your office; c) insured damage at the premises of one of your suppliers, other than a supplier of water, gas, electricity or telephone services; d) failure In the supply of water, gas, electricity, or telephone services to your office for more than 24 consecutive hours caused by insured damage to any property; e) your inability to use your office due to restrictions Imposed by a public authority following, 1) a murder or suicide; 11) an occurrence of a notifiable human disease; Ili) injury traceable to food or drink consumed at your office; N) vermin or pests at your offica aggregate limit of liability or limit of liability Is stated to be Inclusive of costs and -expenses). In respect of INSURING CLAUSE 9 only: a) At our option, we will pay for any damaged property on the following basis: 1) for the office, the cost of rebuilding or replacing the damaged property; 11) for contents of every description, the cost of repair or replacement as new. b) ff, at the time the damage occurs, the amount insured Is less than 85% of the total value of the office or contents of every description Insured, the amount we will pay will be reduced In the same proportion as the amount insured bears to the total value of the office or contents of every description insured c) The amount insured for the office and contents of every description will be adjusted monthly in line with any Increase In nationally published Indices. We will not reduce the amount insured without your consent In respect of INSURING CLAUSE 10 the amount we will pay will be: a) the difference. between your actual income di indemnity period and the income It Is estimated y have earned during that period or, If this Is your first tr; the difference between your income during the in period and during the period immediately prior to the any savings resulting from the reduced costs and exec pay out of your income during the indemnity perk b) any additional costs and expenses; c) any project delay costs during the indemnity We shall only be liable for that part of each and every claim, medical expenses (which for the purpose of this clause deemed to Include all costs and expenses Incurre() which the amount of the Deductible stated In the Declarations. Whe than one claim, loss or medical expenses arises from ti original cause or single source or event all such claims, to medical expenses shall be deemed to be one claim, medical expenses and only one Deductible will apply. I . "Accounts receivable" means: a) all sums due to you from customers, provided you are to effect collection thereof as the direct result of is damage to records of accounts receivable; b) interest charges on any loan to offset Impaired toll pending repayment of such sums made uncollectible I insured damage; c) collection expense in excess of normal collection cc made necessary because of insured damage. 2. "Administration" means: a) counseling employees, including their dependz beneliclaries, with respect to your employee g the would g year, s, less :s you and or be more same as or ss or such and and program; b) handling records In connection with your employee benefit program; c) effecting enrolment or termination of any employee's participation In a plan Included in your employee benefit program; d) Interpreting your employee benefit program. 3. "Aggregate limit of liability" means the maximum amount payable as stated In the Declarations by us In respect of all claims, or In respect of all accidents giving rise to medical expenses. 4. "Amount insured" means the maximum amount payable by us as shown In the Declarations in respect cf each of INSURING CLAUSES 9 and 10. The amount applies to each Incident of loss or damage occurring during the period of the policy provided always that after the first incident of loss or damage you comply with our recommendations to prevent any further incidents of loss or damage. S. "Breach of client contract" means your unintentional breach of a written contract to the performance of your business activities for a c 6. "Business activities" means: Including the total value of any milestone payments that were due In the indemnity period but will no longer be received by you either during the indemnity period or at any point in the future due to permanent termination of the project; d) any research and development expenditure Irrevocably lost during the indemnity period; and e) any accounts receivable, provided you keep a record of all amounts owed to you and keep a copy of the record away from your office. If any expenditure Is Incurred by us which by virtue of this clause Is your responsibility then you shall reimburse such amount to us on our request or where possible we will deduct such amount from any payment we make to you. a) in respect of INSURING CLAUSE I, the business activities as stated In the Declarations. b) in respect of all other INSURING CLAUSES, the business activities as stated In the Declarations and shall include, for the purpose of diose business activities: 1) the ownership, repair and maintenance of your propel 11) provision and management of canteen, social, sports and welfare organisations for the benefit of your directors, officers, partners or employees and medical, fire fighting, and security services; Ill) attendance at conferences and tradeshows as either an exhibitor or visitor. 7. "Claim" means a demand received by you for money or services, Including the service of suit or Institution of arbitration proceedings. "Claim" shall also mean a threat. or Initiation of a suit seeking Injunctive relief (meaning a temporary restraining order or a preliminary or permanent Injunction). S. "Client" means any third party with whom you have a written or Implied contract for the supply of your business activities In return for a fee. 9. "Contents of every description" means the contents of your office used in connection with your business activities which are owned by you or for which you are legally responsible, Including a) computer and ancillary equipment (Including monitors, keyboards, printers and software), television and video equipment, photographic, photocopying, surveying and telecommunications equipment; b) documents, briefs, manuscripts, plans, business books, computers systems records and programs; c) goods held in trust, stock and samples; d) wines, spirits and tobacco kept for entertainment purposes; e) works of art or precious metals; f) fixed glass In windows, doors and fanlights, glass showcases, glass shelves, mirrors and sanitary fixtures and fittings; g) heating oil for the office contained in fixed tanks In the open at the address shown In the Declarations; h) tenant's improvements, decorations, fixtures and i fittings Including, If attached to the building, external signs, aerials and satellite dishes; I) pipes, ducting, cables, wires and associated control equipment at the address shown In the Declarations and exteniding to the public mains. "Contents of every description" does not include money orthe personal belongings of your employees or visitors' to the office- 10. "Costs and expenses" means: a) In respect of INSURING CLAUSES I (SECTION F only) and 2, 1) your legal costs and expenses In the defe settlement of any claim made against you, and II) your legal costs and expenses In the defence criminal claim made against you,.provided t maintain all rights of subrogation to recover su costs and expenses from any director, officer, par employee If they are found guilty of such a crlm and III) the cost of bonds to release attachments but any obligation to furnish these bonds, and Iv) Interest on that part of any judgment we p accrues after entry of the judgment and before i paid, offered to pay, or deposited In court the the judgment that is within the limit of liabilit b) In respect of INSURING CLAUSES 3 to 7, I) your legal costs and expenses In the defe settlement of any claim made against you, and il) the cost of bonds to release attachments but any obligation to furnish these bonds, and III) Interest on that part of any judgment we p accrues after entry of the judgment and before r paid, offered to pay, or deposited In court the the judgment that Is within the limit of liabilit c) in respect of INSURING CLAUSES 9 and 10, tl and expenses Incurred by you or on your bi establishing that you have sustained a loss or dams the quantum of such loss or damage or the cc expenses Incurred by you or on your behalf In mitiga such loss or damage. d) In respect of INSURING CLAUSE 9 only, the nr and reasonable costs and expenses you Incur to debris from the premises or the area Immediately a following damage covered under this INSt A to or any we legal CLAUSE. Subject to all costs and expenses being Incurred with the Claims Managers' written consent (such consent not to be unreasonably withheld). If costs and expenses are shown In the Declarations to be in addition to the aggregate limit of liability or limit of liability In respect of any of INSURING CLAUSES II to 7, and If a payment In excess of the amount of indemnity available hereunder has to be made to dispose of any claim or number of claims, our liability for such costs and expenses shall be such proportion thereof as the amount of Indemnity ayallable hereunder bears to the amount required to dispose of such claim or claims. i Costs and expenses are always Included in the s insured in respect of INSURING CLAUSES 9 and I II. "Damageldamaged" means direct physical damage to, or destruction of, or loss of possession of, or loss of use of, tangible property. In respect of INSURING CLAUSES I, 3 and 4 damage does not Include damage to or destruction of, or loss of possession of, or loss of use of, or corruption of, data. 12 "Documents" means deeds, wills, agreements, maps, plans, records, books, letters, certificates, forms, computer programmes or Information stored, written or punched Into card or tape or magnetic discs or tapes or any other data media and documents of any nature whatsoever, whether written, printed or reproduced by any other method (other than bearer bonds, coupons, banks notes, currency notes and negotiable Instruments). 13. "Employee" means any person employed by the company named as the Insured in the Declarations, or any subsidiary. Employee does not include any director, officer or partner of the company named as the Insured In the Declarations, or any subsidiary. 14. "Employee benefit program" means group automobile Insurance, group homeowners insurance, group life Insurance, group dental insurance, group health Insurance, profit sharing plans, pension plans, early retirement offerings, employee Investment subscription plans, Workers' Compensation, Unemployment Insurance, Social Security, Disability Benefit Insurance, travel, savings or vacation plans or any similar benefit programs. 15. "Extra expense" means the necessary and reasonable extra costs and expenses you Incur In order to continue your business activities during the indemnity period. Ib. "Hacking attack" means any malicious or unauthorisedelectronic attack Including but not limited to any fraudulent electronic signature, brute force attack, phlshing, denial of service attack, that has been Initiated by any third parties or by any employees and that is designed to damage, destroy, corrupt, overload, circumvent or Impair the functionality of computer systems, software and ancillary equipment 17. "Income" means your total income from your business activities. 18. "Indemnity period" means the period beginning at the date of the damage, or the date the restriction is Imposed, and lasting for the period during which your income or expenditure is affected as a result of such damage or restriction, but for no longer than the number of months shown In the Declarations. 19. "Injury" means: a) In respect of INSURING CLAUSE I death, bodily Injury, mental Injury, Illness or disease; b) In respect of all other INSURING CLAUSES: 1) death, bodily Injury, mental Injury, Illness, disease, shock, mental anguish or humiliation; and 11) false arrest, detention or Imprisonment; and III) malicious prosecution; and Iv) wrongful entry Into, or eviction of a person from, a room, dwelling or premises that the person occupies. 20. "Insured damage" means damage to property provided that a) the damage Is covered under INSURING CLAUSE 9; or b) an Insurer has paid the claim, or has agreed to pay the claim, under any other Insurance covering such damage. 21. "Intellectual property right" means any Intellectual property right Including but not limited to trademarks, broadcasting rights, domain names, metataand copyrights but does not Include patents. 22 "Limit of liability" means the maximum amount payable by us as stated in the Declarations In respect of each claim or loss, or in respect of each accident giving rise to medical expenses. 23. "Loss of a limb" means loss by physical separation of a hand at or above the wrist, of a foot at or above the ankle, and includes tial and irrecoverable loss of use of a hand, arm or leg. 24. "Loss of sight" means total and irrecoverable loss of 25. "Loss" means direct financial loss sustained by you. 26. "Money" means cash, bank and currency notes, cheques, travellers' cheques, postal orders, money orders, crossed bankers' draftsI current postage stamps, savings stamps and certificates, trading stamps, gift tokens, customer redemption vouchers, company sales vouchers, credit card counterfolls, travellers tickets and contents of franking machines, all belonging to you. 27. "Medical expenses" means reasonable expenses for: a) first aid administered at the time of an accident; b) necessary medical, surgical, x ray and dental services, including prosthetic devices; c) necessary ambulance, hospital, professional nursing and funeral services. 28. "Office" means the office space (including any outbuildings) you the address shown In the Declarations as more fully de the application form. 29. "Period of the policy" means the period between the Inception Date shown Declarations and the Expiry Date shown in the Dedarat until the Policy Is cancelled In accordance with COND. 10 of this Policy. 30 "Permanent total disablement" means disablement which entirely prevents the injured from attending to his business or occupation for twee calendar months and at the expiry of that period being hope of improvement. 31. ."Project delay costs" means any additional costs and expenses Incurred by y direct result of a delay to a project, including the Interest Incurred from any reasonable loan required as a rest delayed milestone payment. at In the 0 or as a of a 32 "Product" means any tangible property Qncluding containers, packaging, labelling or instructions, but explicitly excluding any software; data, or source code) after it has left your custody or control whltlh has been designed specified, formulated manufactured, constructed, Installed, sold, supplied, distributed, treated, serviced, altered, processed, cleaned, renovated or repaired by you or on your behalf In the course of your business activities. 33. "Research and development expenditure" means your expenditure on research and development less the cost of reusable materials consumed for the purposes of the research and development. 34. "Subsidiary" means any company which the company named as the Insured In the Declarations controls through: a) holding 50% or more of the voting rights, or b) .having the right to appoint or remove SO% or more of Its board of directors; or c) controlling alone, pursuant to a written agreement with other shareholders or members, 50% or more of the voting rights therein. 35. "Temporary total disablement" means disablement which entirely prevents the injured person from attending to his business or occupation. 36. 'Third party" means any person or company who Is not a director, officer, partner or employee of the company named as the Insured in the Declarations, or any subsidiary. 37. "Virus" means any malicious software code Including but not limited to any logic bomb, Trojan horse or worm that has been Introduced by any third parties or by any employees and that is designed to damage, destroy, corrupt, overload, circumvent or impair the functionality of computer systems, software and ancillary equipment 3a "Welour/us" means the Underwriters named In the Declarations. 39. "Withheld fees" means any contractually due fee that your client refuses to pay you, but excludes any part of the fee that represents your profit or mark-up or liability for taxes. 40. "Workmanship" means any physical workmanship in manufacture, fabrication, construction, erection, Installation, assembly, alteration, servicing, remediation, repair, demolition or disassembly (Including any materials, parts or equipment furnished In connection therewith) by you. 41. "Wrongful act" means any act or event the subject of INSURING CLAUSE I of this Policy for which you have purchased coverage. 42 "You/your" means: a) the company named as the Insured in the Declarations, or any subsidiary, and b) any past, present or future employee, trainee, director, officer or partner of the company named as the insured in the Declarations or any subsidiary. a) make any payment on your behalf for any claim, or b) Incur any costs and expenses, or c) reimburse you for any loss, damage, legal expenses, fees or costs sustained by you, or d) pay any medical expenses: EXCLUSIONS RELATING TO OTHER INSURANCES: I. Marine and aviation arising directly or Indirectly from the ownership, possession or use by you or on your behalf of any aircraft, hovercraft, offshore Installation, rig, platform or watercraft. Auto arising directly or Indirectly from the ownership, possession or use by you or on your behalf of any motor vehicle ori trailer other than injury or damage: , a) caused by the use of any tool or plant fanning part of or attached to or used in connection with any motor vehide or trailer, b) occurring beyond the limits of any carriageway or thoroughfare and caused by the loading or unloading of any motor vehicle or trailer; c) arising out of the use of any motor vehicle or trailer temporarily In your custody or control for the purpose of paridng; provided always that we will not make any payment on your behalf or Incur any costs and expenses In respect of any legal liability for which compulsory insurance or security Is required by legislation or for which a government or other authority has accepted responsibility. However, this EXCLUSION shall not apply In respect of INSURING CLAUSES 6 and 7. I 3. Project -specific insurance arising out of any projects for which you have purchased specific Insurance. 4. Product guarantee for costs Incurred In the repair, alteration, reinstatement, Inspection, reconditioning or replacement of any product or part thereof and any financial loss consequent upon the necessity for such repair, alteration, reinstatement, Inspection, reconditioning or replacement, other than In respect of INSURING CLAUSE when you are legally obliged to pay these sums to a client. 5. Product recall arising directly or Indirectly from the recall of any product or part thereof except for claims made under INSURING CLAUSE I where you are legally liable for these costs to a third party as the direct result of a wrongful act committed or alleged to have been committed by you. I 6. Employment practices arising out of or resulting from: a) any employer-employee relations, policies, practices, acts, omissions, any actual or alleged refusal to employ any plerson, or misconduct with respect to employees; or b) any acts or omissions committed by you or any ofd your senior executive officers or employees which are In breach of, or are alleged to be in breach of, any terms and conditions of a contract, whether express or implied, including but not limited to the misappropriation ofl trade secrets ora breach of other restrictive covenants, relating to the previous employment of any of your senior executive officers or employees. I 7. Employers' liability arising directly or indirectly out of injury to your directors, officers, partners or employees. However, this EXCLUSION shall not apply to employees on whose behalf contributions are required to be made by you under the provisions of any Workers' Compensation Law in respect of whom liability has been denied by any Workers' Compensation authority. 8. Directors' and Officers' arising out of any personal liability Incurred by your directors or officers when they are acting in that capacity or managing you, or arising from any statement, representation or Information regarding your business contained within any accounts, reports or financial statements. 9. Double insurance for which you are entitled to Indemnity under any other Insurance except for a) any additional sum which is payable over and above such other Insurance, or b) any contribution that we are obliged to make by law and that contribution shall be In proportion to the respective limits of liability or amounts insured of the Policies. EXCLUSIONS RELATING TO THE CONDUCT OF YOUR BUSINESS: 10. Automobile use without owner's consent arising out of or relating directly or indirectly to the use by you of any automobile or traller without the consent of the owner. 11. Benefit laws arising directly or Indirectly out of your failure to comply with the mandatory provisions of any law concerning workers compensation, unemployment Insurance, social security, disability benefits or pension benefits. 12 Circumstances known at inception arising out of any circumstances or occurrences which could pave rise to a claim, loss or damage under this Policy or any accidents giving rise to medical expenses of which you are aware, or ought reasonably to be aware, prior to the Inception Date of this Policy, whether notified under any other Insurance or not 13. Computer failure in respect of INSURING CLAUSES 9 and 10 only, arising directly or indirectly from loss or distortion of your data or damage to your electrical or mechanical plant resulting from a failure of your computer or ancillary equipment (Inducing monitors, keyboards, printers or software), television or video equipment, photographic, photocopying, surveying or telecommunications equipment However, we will reimburse you up to the amount insured for damage occurring during the period of the policy to your office computer and ancillary equipment, but only ii your office computer and ancillary equipment are subject to a manufacturer's guarantee or a maintenance contras "cling free parts and labour in the event of a breakdown. 14. Contractual fines and penalties for Anes and penalties arlsing from your breach of contract, Including any liquidated damages, service credits or associated penalties arising from your failure to perform under a service level agreement 15. Driving while intoxicated or unlicensed in respect of INSURING CLAUSES 6 and 7 only, arising out of or relating directly or indirectly to the use of a vehicle i by you where: a) the driver of that vehicle Is driving under the Influence of alcohol or other drugs (DUI), driving while Intobcated (DWI}, operating while impaired (OWI), or operating the vehicle under the Influence of alcohol or other drugs (OVI); or b) the driver of that vehicle does not hold the appropriate license to use the vehicle. 16. Employee benefit program advice arising directly or Indirectly from: a) advice given to any person to pard dpate or not to parlticlpate in any plan Included In your employee benefit program; b) the failure of any Investment to perform as represented by you. 17. ERISA arising out of or resulting from your ads related to any pension, healthcare, welfare, profit sharing, mutual or Investment plans, funds or trusts; or any violation of any provision of the Employee Retirement Income Security Ad of 1974, or any amendment to the Ad or any violation of any regulation, ruling or order Issued pursuant to the Act 18. Failure to ensure feasibility of contracts arising from any contract where before entering Into or the contract you failed to take reasonable steps to ei you could fulfil all your obligations In accordance with of the contract 19. Hired or leased vehicles exclusions In respect of INSURING CLAUSE 7 only, arising o relating directly or Indirectly to: a) damage to tires or consisting of or caused by me failure or breakdown of any part of an automobil rusting, corrosion, wear and tear, freezing or explosie the combustion chamber; b) damage to contents of trailers or to rugs or robes; c) damage occurring after theft by any person residir same dwelling premises as you; d) damage caused by any employee engaged in the of maintenance or repair of the automobile. 20. Faulty workmanship arising from damage to your property or office caused or Indirectly by misuse, Inadequate or Inappropriate maim faulty workmanship, defective design, the use of faulty n or whilst being cleaned, worked on or maintained 21. Long term leased vehicles arising out of or relating directly or Indirectly to any autc or trailer hired or leased by you from a third party for a greater than 30 consecutive days. e that terms of or ianical or by within in the 22. Hazardous devices arising directly or Indirectly from any product which with your knowledge Is Intended for Incorporation Into the structure, machinery or controls of any aircraft, other aerial device, military vehicle, hovercraft, waterborne craft or any medical equipment 23. Legal Action where action for damages Is brought in a court of law out territories specified In the Declarations, or where action Is In a court of law within those territories to enforce a judgement whether by way of reciprocal agreement or otl 24. Limiting recovery rights arising directly or Indirectly out of your failure to take reasonable steps to ensure that our rights of recovery against any third party are not unduly restricted or financially limited by a specific term in any contract or agreement 25. Patents arising out of the actual or alleged Infringement of any patent or Inducing the Infringement of any patent 26. Retroactive Date in respect of INSURING CLAUSES I and 2 only, arising out of any actual or alleged wrongful act or negligent act, error or omission committed before the date specified as the Retroactive Date In the Declarations. 27. RICO for or arising out of any actual or alleged violation of the Organised Crime Control Act of 1970 (commonly known as the Racketeer Influenced and Corrupt Organisation Act or RICO), as amended, or any regulation promulgated thereunder or any similar federal, state or local law, whether such law Is statutory, regulatory or common law. 28. SEC for or arising out of the actual or alleged violation of the Securities Ad of 1933, the Securities Exchange Act of 1934, or any similar state or federal law, or any amendment to the above laws or any violation of any order, ruling or regulation Issued pursuant to the above laws. 29. Unjust enrichment In respect of INSURING CLAUSE I only, for that part of any claim that results In you being in a better flnandal position as a direct result of your wrongful act than you would have been If you had not committed the wrongful act. 30. Wilful or dishonest acts in respect of INSURING CLAUSES I and 2 only, arising out of any wilful, malicious, reckless or dishonest act or omission committed by you. GENERAL INSURANCE EXCLUSIONS: 31. Antitrust for or arising out of any actual or alleged antitrust violation, restraint of trade, unfair competition, false, deceptive or unfair trade practices, violation of consumer protection laws or false or deceptive advertising unless insurable under the applicable law. 32. Asbestos arising from or contributed to by the manufacturing, mining, use, sale, Installation, removal, distribution of or exposure to asbestos, materials or products containing asbestos, or asbestos fibres or dust, unless arising directly from a wrongful ad committed by you: a) on or after I st January 1990, or b) on or after the date spedfied as the Retroactive Date In the Declarations, whichever Is the later, In the course of your business activities. 33. Associated companies a) In respect of any claim made by any company firm or partnership In which the company named as the Insured In the Declarations has an executive or financial Interest, unless such claim emanates from an Independent third party; or b) In respect of any claim made by any company firm partnership or Individual which has an executive or financial Interest In the company named as the Insured in the Declarations or any subsidiary, unless such claim emanates from an Independent third party; or c) arising out of or resulting from any of your activities as a trustee, partner, officer, director or employee of any employee trust, charitable organization, corporation, company or business other than that of the companylnamed as the Insured in the Declarations or any.subsidiary; or d) in respect of any claim made by or on behalf of the company named as the Insured in the Declarations or any subsidiary. 34. Earthquake in respect of INSURING CLAUSES 9 and 10 only, caused by earthquake, except for: a) ensuing loss or damage which results directly from fire, explosion, smoke or leakage from fire protective equipment; or b) ensuing damage to contents of every description while In transit 35. Electromagnetic fields directly or Indirectly arising out of, resulting from or contributed to by electromagnetic fields, electromagnetic radiation, electromagnetism, radio waves or noise. 36. Flood In respect of INSURING CLAUSES 9 and 10 only, caused by flood, Including waves, tides, tidal waves, or the rising of, the breaking out, or the overflow, of any body of water whether natural or manmade, but this EXCLUSION does not apply to: a) ensuing loss or damage which results directly from fire, explosion, smoke or leakage from fire protective equipment; or b) ensuing damage to contents of every description while In transit 37. Fines for fines, penalties, civil or criminal sanctions and for punitive, multiple or exemplary damages unless Insurable under the applicable law 36. Insolvency arising out of or relating directly or Indirectly from your Insolvency or bankruptcy, or the Insolvency or bankruptcy of anylthird party. Furthermore, no coverage Is provided under INSURING CLAUSE 10 if you become Insolvent or bankrupt 39. Land or water arising directly or Indirectly from damage to land or (water within or below the boundaries of any land or premises presently or at any time previously owned or leased by you or otherwise In your care, custody or control. 40. Miscellaneous property exclusions in respect of INSURING CLAUSES 9 and 10 only, '.rising rising directly or Indirectly from: a) wear and tear, Inherent defect, rot, vermin or infestation, or any gradually operating cause; b) dryness or humidity, being exposed to light or extreme temperatures, unless the damage Is caused by storm or fire; c) coastal or river erosion; l d) theft from an unattended vehicle unless the Item Is out of sight; e) frost, other than damage due to water leaking froml burst pipes forming part of the permanent Internal plumbing provided the office is occupied and in use; f) arising directly or Indirectly from unexplained loss or disappearance or Inventory shortage of your property;) S) a hacking attack or virus. 41. Named windstorms In respect of INSURING CLAUSES 9 and 10 only, caused: a) directly or Indirectly by a windstorm which Is given a name by the National Hurricane Center, Miami, Fl, regardless of any other cause or event that contributes concurrently or In any sequence to the loss or damage, or b) by rain, snow, sand or dust, whether driven by wind or not, If that loss or damage would not have occurred but for a windstorm which Is given a name by the National Hurricane Center, Miami, FL. But If the windstorm results In a cause of loss or damage other than rain, snow, sand or dust, and that resulting cause of loss or damage Is not otherwise excluded under this Policy, we will pay for that loss or damage. For example, if the windstorm damages a heating system and fire results, the loss or damage attributable to the fire is covered subject to any other applicable policy provisions. 42 Nuclear arising directly or indirectly from or contributed to by: a) Ionising radiations or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel; b) the radioactive, toxic, explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof. 43. Pollution arising directly or indirectly out of a) pollution or contamination of the atmosphere, or of any water, land, buildings or other property; b) any enforcement action in connection with the containment, clean-up, removal or treatment of such pollution or contamination; but this EXCLUSION shall not apply In respect of: 1) INSURING CLAUSE 1, SECTION D; or 11) premises leased to, hired by, on loan to or held In trust by you or otherwise In your care, custody or control In respect ck a) injury caused by smoke, fumes, vapor or soot from equipment used to heat the building, or b) injury or damage arising out of heat, smoke or fumes from a hostile fire For the purpose of this EXCLUSION a hostile fire means one which becomes uncontrollable or breaks out from where it was Intended to be. ill) INSURING CLAUSES 9 and 10 to the backing up of sewers, sumps, septic tanks or drains. 44. Toxic mould! fungus arising directly or Indirectly from any loss, injury, damage, costs or expenses, including, but not limited to, losses, damage, costs or expenses related to, arising from or associated with clean-up, remediation, containment, removal or abatement, caused directly or Indirectly, In whole or In part, by: a) any fungus, mould, mildew or yeast, or b) any spore or toxins created or produced by or emanating from such fungus, mould, mildew or yeast, or c) any substance, vapour, gas, or other emission or organic or Inorganic body or substance produced by or arising out of any fungus, mould, mildew or yeast, or d) any material, product, building component, building or structure, or any concentration of moisture, water or other liquid within such material, product, building component, building or structure, that contains, harbours, nurtures, or acts as a medium for any fungus, mould, mildew, yeast or spore or toxins emanating therefrom, regardless of any other cause, event, material, product or building component that contributed concurrently or in any sequence to that loss, injury, damage, cost or expense. However, this EXCLUSION shall not apply In respect of INSURING CLAUSE I where the loss, injury, damage, costs or expenses arose directly from a wrongful act committed by you in the course of your business activities. For the purposes of this EXCLUSION the following are added to the Pollcy: Fungus Includes, but Is not limited to, any plants or organisms belonging to the major group Fungi, lacking chloropol, and Including moulds, rusts, mildews, smuts and mushrooms. Mould Includes, but Is not limited to, any superficial I growth produced on damp or decaying organic matter or In living organisms, and fungi that produced moulds. Spore means any dormant or reproductive body produced by or arising from or emanating out of any fungus, mould, mildew, plants, organisms or microorganisms. 45. Trade Debt arising out of or In connection with any trading losses or trading liabilities incurred by any business managed or carried on Mby you, or any loss of your profit arising from the loss of any client, account or business. I 46. War and terrorism directly or Indirectly caused by, resulting from or in connection with any of the following regardless of any other cause or event contributing concurrently or in any other sequence to the claim, What you must do in the event of a claim or loss Should any director, partner, or senior executive officer company named as the Insured In the Declarations subsidiary become aware of any claim, loss or damal any situation that could give rise to a claim or loss or sl allegation, complaint or claim be made or Intimated agali the following obligations must be compiled with by you: a) You must not admit liability for or settle or make or any payment in respect of any claim, loss or damag may be covered under this Policy. Neither must you If costs or expenses in connection with such a claim, damage without our written consent. However, you should arrange for any urgent repair following damage covered under INSURING CLt to be done Immediately. Before any other repair wor we have the right to Inspect your,damaged prope will notify you If we intend to do this. b) The Claims Managers, as specified In the Declaration be notified as soon as Is reasonably possible and In an within 75 days If during the period of the policy 1) you suffer any loss or damage that could be by this Policy or any allegation, complaint or c made or Intimated against you, whether verbal In writing. II) any drector, partner, or senior executive office company named as the Insured in the Declarati any subsidiary become aware of the Intention person to make a complaint allegation or clairr you, whether verbal or In writing Once notice I made to us, we will regard any subsequent cla may arise as notified under this Policy. . iii) you become aware of an action of yours that a rise to a loss, allegation, complaint or claim bel or Intimated against you. Once notice has ben we will regard any subsequent claim that may notified under this Policy. N) you discover reasonable cause for suspicion of dishonesty whether this could give rise to a dale this Policy or not and we shall not be liable ur Policy for any claim or loss sustained In cons of any fraudulent or dishonest act or c committed after the date of such discovery. of the nd any e or of ould an st you, romise which curany loss or USE 9 . begins ty. We S, must y event :overed laim Is r made of the ms and of any against as been m that uld give g made n made arise as raud or i under ler this quence nission loss, damage, costs and expenses or medical expenses; a) war, Invasion, acts of foreign enemies, hostilities or warlike operations (whether war be declared or not), civil war, rebellion, Insurrection, civil commotion assuming the proportions of or amounting to an uprising, military or usurped power, or b) any act of terrorism. For the purpose of this EXCLUSION an act of terrorism means an act, Including but not limited to the use of force or violence or the threat thereof, of any person or groups of .persons, whether acting alone or on behalf of or In connection with any organisations or governments, committed for political, religious, Ideological or similar purposes includingthe Intention to Influence any government or to put the public, or any section of the public, in fear. This EXCLUSION also excludes claims, losses, damage, costs and expenses or medical expenses of whatsoever nature directly or indirectly caused by, resulting from or In connection with any action taken in controlling, preventing, suppressing or In any way relating to a) or b) above. This EXCLUSION does not apply to any claim or loss arising directly from a hacking attack or virus. We have nominated the Claims Managers to accept notice on our behalf. Due to the nature of the coverage offered by this Policy, any unreasonable delay by any director, partner, or senior executive officer of the company named as the Insured in the Declarations and any subsidiary in notifying the Claims Managers of (1), (II), (III) or (Iv) above could lead to the size of the claim, loss or damage increasing or to our rights being restricted We shall not be liable for that portion of any claim that Is due to any unreasonable delay In any director, partner, or senior executive officer of the company named as the Insured in the Declarations and any subsidiary notifying the Claims Managers of any claim, loss or damage In accordance with this CONDITION. c) We will expect you to provide us with full and accurate Information about any matter that you notify to us under your obligations set out above. Once notice has been made you must give the Claims Managers all the assistance and Information that is reasonably required You must follow their advice and do anything that they reasonably require you to do to avoid, minimise, settle or defend any claim, loss or damage. If you think a crime has been committed you must report it to the appropriate law enforcement authorities. You must also permit the Claims Managers and any other parties that are appointed by the Claims Managers to notify the appropriate law enforcement authorities of any claim, loss or damage where this action is deemed necessary, and you must comply with the advice given by such authorities. If any of your computer or ancillary equipment Is lost or stolen while It is temporarily removed from the office, we will not make any payment unless you report the loss to the police within 48 hours after you become aware of it. 2. Continuous cover If you have neglected through error or oversight only, to report a claim made against you during the period of a previous renewal of this Policy Issued to you by us, then provided that you have 10 maintained upl ;erryp".Inturance af:the same. type viii tts j,", the .ei;p,ry of, that earlier Polity, then, atctwitfistanfng EXCLUSION 12 we wi31. psrmEt:live matter "ta be reported un* der.thts Palley and will 6ademnffy you, pea+lied_ that ; a} the Indei&ity,'wllt b® sublecc to=the apptirabie aggregate Unlit of Ilatatltty or limit of liability of the ei, ler 1PalisY ,under which'tile matter: shoyld have, been reported or the :•aggregke liki: of liability or, limit, of Ifawli ..-d the cumnt Poetry;:whitliever' is the lower; b) vie"may reduce the Indemnity entldement by the monetary equivalent of any.prejudce which has-been suffered, as a result "of tfig,delayed hotiEication; +a thc.indemnity will tic sub)ect In addtion tvall of die terms,. CONI?ii'IUNS DEt INITIO1'5WS and EXci.64lONS. other fn.'Ithe aggr>rgato limit of (lability or limit Q{ liability tontaincd in this currcnt'Pollcy 3- Fraudulent claims If you nottiy ps roF arty claim knav+ing :that tdaim to bc'ifslse or. {riutbiictit 1n.any.way _we`shaU h'ave:fto responsit�lity to pay that claim ar any o2her:cl' 6s under thli fnsur,,P6 an d the Policy +veil be .treated asst tt had not ticen cNected:' 4. Agreement to pay claims We have the right and 'duty io take conird ,of and :conduct in lour name the in restrgatiair.settitnrent ordefence of atiK, dAin't We sliWf also pay on your behaff costs and, expenses incurred with our prior wdmn consent {subfect to the Umlts of Uabllliy and applfeable t3eductible sho+vnin the Qed?gallons} p�roritted, that %y.wshall not a) Pay far the costsatxl expenses of any:part of:a claim that rs not covered by this policy b) Incur any costs and eitPerises in rite defence anyclaim 'unless thm.Es a.reasoaabte,prospect of success,;taking'lnto. atceunt tits Gorrirmerclai . consldeiasiaru of th@ t4ats of defcnter -f Wo shall aN ys endeavour to teide ,any diim ` hraigfr negotiation, mcdiadan or some other,form of altemad�e dispute resaluaion and shall pay on your behalf the amount so ag)reed b'Y us atid'the tlalmant.ff wre.tinnot settle by leant.we shall* papxhe:amount whlchyota are Mound Elable to pay either in court or:through:irbitratio6.proecedings,'subfect always to tete Limit -of Lia' yty:shown in the Dedaratfons. If you refuse t'o consent to asettliment that we recommend and tharthe:cIalmant will accept you must then defend: in.estiyaie: a saltie the.clalm at your,. aw+r expense As a oonsegtitenco,of. your_rcf%"IourpafiGtyfor, any claim shaA qoi be more thari the ?mount that we could have settled the .dal m (or had .you c�sented p[us any, costs:and expenses'Incurred.M i .to the date oFsuch refusal: innocent non?d+saosure. 'MMa-wtll not stecCc to avoid tht: Polityor relea,any claim. on tkc grounds dnon-clisdosurc or misrepresentation except rAre`rc the .non disclosure or misrepresentation was reckle's's •or fraudplent of you lolled, to conduct a fu® lnqul, y prlor -to providing the Information that forms ttie bases �°f, this Insurance In the, event at we seek to avoid the Polley -.or. reject any claim on this bails the.buiden of proving otherwise res tssoicty`wftii you. - 'four duty to.aderse us-of,changes If yotr:tiecome aware that,any of tiie dtformanon dot -you have g�vcn us 3n the AppdratEon•Formor.clsewfacrein'coniiecuoh� vrlth your, applianon'ti r thlsdnsurance has materially:changed dem Yvin must ad di t us asas.a`s:ia pracdobic. In this cYertt, vial ccscrve thc'ri$ht to amend the terms; catddons.or premlum_cf tlic'Pollcy' �l- Risk riianagement,tondtttond .F'Wa attach afsy°addit o;nal coiidittoiu to"your Policy "regarding any ":survey or risk mana;ement ttma4le or' -any odiar:" 'similar conditions then his your rc ponstbl6ty to Msurc drat,• 7. ;tiiese'�onditlons are coo plied"with Cy;the'deadilnes shown Irl the 'c'ofaft�s. 8,• ;Our rights of recowcry If.any payment is tttiifc _uiidcr this Pe Rcy in respert-of a clalm, Iosi'or;damage andthere'Is.avAAie to'us'iar txyaur'rl tis of_recarery,against any other party then we maintain all. such rights"of retd.,i&r We sliail ribtek rdie these:rights.agafns[any Ott' prwent or future employae .director,.offlcer, or partner '# lite ismpany nained:ss the Wasci In live Declaradoris:or.any subsidiary, unless such payment is in respect of iny`wllful, :mAdous or dishonest acts or omissions. Vo;u'*st do nothing to lmoafr:gny rightt cf iecovery:"'At-our. request you will b.0ng,praceedlrtgs;or transfer those rfgotr to us an help us re:crirorte them, kr�y recoveries shall Rte applied as,folloris: a) first to us'up-to the amount of our payrhItrit on your Behalf lntluifrig coats and-expehies; b); then to .you -'as, recovery 6f your D6&ctible or other amounts 'paid a'. compensation:a costs an expenses: 9. 'Waiver.,ofsubrogation Piotwlttrstanding coi4brnoN 8 above we syree:to waive our / rights of subrogatiai against'a riespon lble third party dierit of V/ you rs`"but only li you ana'your ctieiit have, entered into a eonoxct dtarcontafas-a pro+?slon requutno us to do.thisr: 10. Cancellation _This PaUcy,maybe cancelled: a); by you at any time:on request;;o ,b)• by"us'.if V06 give `you 30 days written notice, or eby us:if we give;you ! $ days written notice should any amount in dehuit, not be paid wfthtn 15 days of the d6e date shown in thdf?ebit;Nocc livor accomparilefahis Pdicy ,gyou give us notice'cf canc.0atl6n In'actcrdance vvitha) abgve, .the earned :PrOl urn hall ' be computed' at pm . rata to the' number of days drat die h"oficy,'-1s.En:effect'suq"cct'to•a:min6iiini amount'of -30% cf the i'' um.: If we eve you notice:.of:rancellatlon In accordance wtth b) or c) :above'ihe Premium sha0,be computedai pro:nta to:he:number of drys that rhe Pcacy it ih effect TiwE iiollty Administration Fcc shali.be"deemed (utly.camed upon :Ineepdon`ofthe llwlcy ' I I.Addfuboil:insU' ii s we shall fndemnify;anq. third party as, an,addigono insured :under this; Policy bu :oalylnresppa sums ihich.theybtcojme legally c7liged to pay. Qnduding iiablllty.for:c,Uimants' cosis.and. ezpen es} as a result"rif a.claim.arisingsolefy"arc`oE.i wrongful act camm[ttrd by you or ahiing solelyout of acdela itai injury ordamagc tauiedby:you pro44td Chit. a) .you contracted In wrldng to 16demnifythe third: party for such a`elairii-prior to It,first Ixfng triads against them; and b) half the claim been made Against you.; ctt you would be: 'eroded toindemnig under this f?oUcy, 4Yhcre we fdiErritiliy a thirdparty as an add tioria! insured under this Pof, Sf, tl tWlloliq shall be.prtmary and non�conrf tory-�o tits thfrii party's.own insurance; but orily;Ef you and the, third - 'party have entcred'lnta a cgntract shat ccntifns :a 'provision requiringtlus, .. . I/