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fees for insurance placement, the policy(ies) will be listed in Exhibit A, along with the fee for that insurance
<br /> placement. Fees for post insurance placement Services may also be included in Exhibit A.
<br /> B. Based on market increases including,but not limited to,inflation, labor,overhead, and other good
<br /> faith increases in the cost to Gallagher to provide the Services, the fees for the Services shall be adjusted on the
<br /> first day for each Renewal Term. For each Renewal Term, provided the Services remain substantially similar to
<br /> those provided in this Initial Term, the fees for the Services shall be increased zero (0%) percent over the prior
<br /> year.
<br /> C. Gallagher's fees under this Agreement shall be fully earned on the Effective Date (and any
<br /> anniversary thereof). All amounts shall be due and payable to Gallagher in U.S. dollars, within thirty (30)days
<br /> after Client's receipt of the applicable invoice. Any amounts not paid when due will accrue interest at the rate of
<br /> one and one-half percent(1.5%) per month or the highest rate permitted by applicable law, whichever is less.
<br /> Client shall inform Gallagher in the event that Client's business operations change substantially, including the
<br /> applicable risks insured_ Under such circumstances, Client and Gallagher will negotiate in good faith to adjust
<br /> the amount of commission and/or fees to be paid to Gallagher hereunder.
<br /> D. Where applicable,insurance coverage placements and other Services provided by Gallagher may
<br /> require the payment of federal excise taxes, surplus lines taxes, stamping or other fees to the Internal Revenue
<br /> Service,various State(s)departments of revenue,state regulators, boards or associations. In such cases,Client
<br /> is responsible for the payment of such taxes and/or fees, which Gallagher will separately identify on related
<br /> invoices_ Under no circumstances will these taxes or other related fees or charges be offset against fees or
<br /> commissions due to Gallagher hereunder.
<br /> IV. ADDITIONAL COMPENSATION AND FEES
<br /> A. In addition to the fees and/or commissions set forth in Exhibit A or otherwise described herein,
<br /> Gallagher may also receive interest or other investment income on funds temporarily held by it, such as
<br /> premiums or return premiums. Other parties,such as excess and surplus lines brokers,wholesalers,reinsurance
<br /> intermediaries, underwriting managers, captive managers and similar parties, some of which may be owned in
<br /> whole or in part by Gallagher's corporate parent, may earn and retain usual and customary commissions and
<br /> fees in the course of providing insurance products to clients.
<br /> B. Any compensation that Gallagher receives from insurance carriers may differ depending on the
<br /> market and the insurance product placed on Client's behalf. Gallagher may receive additional compensation
<br /> from insurance carriers in the form of contingent and supplemental commissions, bonus commissions, overrides
<br /> or expense reimbursements. Any such fees or commission will not constitute compensation to Gallagher per
<br /> Section III above.
<br /> C. Client is responsible for payment of premiums for all insurance placed by Gallagher on its behalf_
<br /> If any amount is not paid in full when due, including premium payments to insurance companies or premium
<br /> finance companies,such nonpayment will constitute a material breach of this Agreement that will allow Gallagher
<br /> to immediately terminate this Agreement upon written notice to Client, at its sole option_ Further,the applicable
<br /> insurance carrier may terminate the associated coverage for nonpayment. In addition,and not in lieu of the right
<br /> to terminate, Gallagher reserves the right to apply return premiums or any other payment received by Gallagher
<br /> on Client's behalf to any amounts owed by Client to Gallagher unless, and solely to the extent that, such return
<br /> premiums or other payments are disputed by Client.
<br /> V. CONFIDENTIALITY&DATA PRIVACY
<br /> A. As used in this Agreement,Confidential Information means any nonpublic,proprietary or personal
<br /> data and information furnished by either Party or its agents or representatives to the other Party or its agents
<br /> and representatives, whenever furnished and regardless of the manner or media in which such information is
<br /> furnished,which the receiving Party knows or reasonably should know to be confidential. Each Party shall treat
<br /> Confidential Information as confidential and only use it in the performance of its obligations under this Agreement.
<br /> B. The Parties acknowledge that Confidential Information includes personal data provided to
<br /> Gallagher by Client for the benefit of Client and/or its employees to facilitate the placement of insurance and/or
<br /> the Services set forth in Exhibit A. Both Parties also agree that the Confidential Information may include
<br /> information that alone, or in combination with other information, uniquely identifies an individual. Client agrees
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