Producer Agreement

PROTRANS, INC.

PRODUCER AGREEMENT

THIS AGREEMENT made as of ______by and between ProTrans, Inc., a New Jersey Corporation, (“ProTrans”) and ______residing at ______

(BUSINESS ADDRESS)

hereinafter referred to as “Producer”.

W I T N E S S E T H:

WHEREAS, “ProTrans” is an insurance agency with its principal place of business in Mahwah, New Jersey, and “ProTrans” desires to augment its sales by placing applications for insurance submitted by the producer.

WHEREAS, the Producer is a licensed insurance agent or broker who desires to place insurance through “ProTrans”.

NOW, THEREFORE, in consideration of the mutual covenants contained therein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Covenants of “ProTrans” - During the term of this Agreement, “ProTrans” shall review and use its good faith efforts to place all applications for the lines of insurance described in Schedule A which are submitted by the Producer to “ProTrans”, except under application as “ProTrans” may, in its sole discretion, reject for underwriting reasons or for any other reasons.

2. Covenants of the Producer - During the term of this agreement, the Producer shall:

(a) Comply with all rules, directives, rates or orders of “ProTrans” or the insurers represented by “ProTrans” (the “Insurers”) which are now in effect or which are subsequently issued by “ProTrans” or the Insurers.

(b) Maintain an appropriate Agent, Broker or non-Resident License authorizing the Producer to place business through “ProTrans” and supply “ProTrans” with a copy of said License upon signing this Agreement and upon renewal thereafter for each state in which insurance may be written.

(c) Maintain insurance coverage against claims for Errors and Omissions Liability at such levels as may be required by “ProTrans”, minimum limit required, $1,000,000 and supply “ProTrans” with a copy of said policy upon signing this Agreement and upon renewal thereafter.

(d) Perform its duties in strict compliance with all applicable laws, rules and regulations of duly constituted governmental authorities.

3. Compensation

(a) “Commission” shall mean the base commission paid to and actually received by “ProTrans” from an insurance policy, but shall not include any bonus, premium, incentive, profit sharing fee, contingent fee or underwriting fee or any other fee paid to “Protrans” in connection with said insurance policy.

(b) “ProTrans” shall pay the Producer, with respect to each line of insurance shown in Schedule A, the rate of commission on new or renewal insurance policies personally produced by the Producer and placed by “ProTrans” which is indicated for such line of insurance in Schedule A.

(c) Except as specifically provided herein, upon termination of this Agreement, all rights of the Producer to commissions and fees pursuant to this Agreement shall cease.

(d) If, after termination of this Agreement, “ProTrans” is required by any regulatory body to renew any policy that was written pursuant to the provisions of this Agreement, the Producer’s commission rate, as set forth in Schedule A, shall not apply and, in lieu thereof, the Producer shall be entitled to the commission rate of one-half (1/2) of the percentage indicated in Schedule A with respect to the applicable line of insurance.

(e) Commissions on authorized deviations from the terms of this Agreement shall be negotiable by placement. Commission deviations from the terms of the Agreement may be negotiated with the Insurance Company by “ProTrans” and agreed to with the Producer.

4. Duties of the Producer

(a) The Producer shall report immediately to “ProTrans” all claims on policies issued pursuant to this Agreement. The Producer agrees to cooperate fully with “ProTrans” to facilitate the investigation and adjustment of any claim when or as requested by “ProTrans” and any such rules and regulations as may be agreed upon by the parties from time to time. The Producer shall not appoint an adjuster or attorney to represent “ProTrans” on any claim without the written permission of “ProTrans”.

(b) The Producer shall, or shall cause its sub-producers to make each insured familiar with the terms, conditions and exclusions of any policy issued pursuant to this Agreement.

5. Policy Premiums

(a) The Producer shall pay premium to “ProTrans” in accordance with the following:

i. All Producers shall pay premium net of commission in full to “ProTrans” by the fifteenth (15th) of the month following the effective date or by the fifteenth (15th) of the month following the date billed by “ProTrans” (whichever is later), unless “ProTrans” requires payment of gross premiums.

ii. Failure of “ProTrans” to bill any item to the Producer will not relieve the Producer of the responsibility to pay all amounts due.

iii. Any and all premium financing MUST be arranged by “ProTrans”’s premium finance companies and may not be financed by or through Producer.

(b) The Producer agrees to pay to “ProTrans” all earned premiums on business produced by the Producer, whether or not collected by the Producer from sub-producers and/or the insured.

(c) All premiums received by the Producer pursuant to the Agreement shall be held by the Producer in a fiduciary capacity as trustee for “ProTrans”. The privilege of taking commissions from premium monies received by the Producer may be revoked by “ProTrans” at any time upon written notice to Producer.

The privilege of taking commissions from premium monies received by the Producer, if such privilege is granted to the Producer by “ProTrans”, shall not be construed as an alteration of this fiduciary duty.

(d) At all times the Producer shall be a fiduciary and a trustee for “ProTrans” for premium collection.

(e) In the event that the Producer is unable to obtain payment of audit premiums, the Producer shall:

i. So notify “ProTrans”,

ii. Automatically waive any rights for claims for commissions, and

iii. Fully cooperate with “ProTrans” in any efforts it might make to collect additional premiums.

6. Cancellation of Policies

(a) The Producer shall not issue a flat cancellation of a policy or coverage, bound or issued unless specifically authorized by “ProTrans”.

(b) Upon cancellation of a policy bound by “ProTrans”s insurance carrier shall give such notice of cancellation. In addition, “ProTrans” will be responsible for the payment of return commission and return premiums to the Producer and the Producer shall be responsible for the payment of return commissions and return premiums to sub-agents and/or the insured.

(c) The Producer shall not reinstate a cancelled policy without the written permission of “ProTrans”. In the event that “ProTrans” shall give such permission, in a case of cancellation for non-payment of premiums, the Producer shall not reinstate the policy until overdue premiums are actually received by “ProTrans”.

(d) Nothing in this Agreement shall be construed as limited or restricting the right of “ProTrans” to cancel in its sole and absolute discretion according to statutes any policies or contracts of insurance issued pursuant to this Agreement, and “ProTrans” has the right to withdraw authority from the Producer to write any particular line of insurance and to decline to accept any particular risk or class of risks without previous notice, in compliance with applicable law.

7. Status of the Producer

(a) The Producer is an independent contractor and is not en employee of “ProTrans” for any purpose whatsoever.

(b) All expenses and disbursements, including but not limited to, those for travel, maintenance, entertainment, office, clerical and general selling expenses that may be incurred by the Producer in connection with the services which it renders pursuant to this Agreement shall be borne wholly and completely by the Producer and “ProTrans” shall not be in any way responsible or liable therefore.

(c) Except as stated herein, the Producer has no power to exercise any of “ProTrans”s powers. The Producer does not have, nor shall it hold itself out as having any right, power or authority to create any contract or obligation, whether expressed or implied on behalf of, in the name of, or binding upon “ProTrans” or to pledge “ProTrans”s credit, or to extend credit in “ProTrans”s name, unless “ProTrans” shall consent thereto, in advance, in writing.

8. Termination

(a) Subject to the provisions set forth in sub-paragraphs (b) and (c) below, the term of this Agreement shall be for a period of one (1) year commencing on the date hereof. Thereafter, this Agreement shall be automatically renewed for successive one (1) year terms unless either party shall provide sixty (60) days written notice of termination to the other party.

(b) This Agreement shall terminate upon the happening of any one of the following events:

i. The written agreement of the Producer and “ProTrans”.

ii. Failure of the Producer to pay any of the sums due to “ProTrans” pursuant to the terms of this Agreement for a period of seven (7) days after written notice of such default shall be delivered to the Producer by “ProTrans”.

iii. Failure of the Producer to comply with any other provision of this Agreement for a period of thirty (30) days after written notice of such default shall be delivered by “ProTrans” to the Producer provided, however, that if the nature of such default shall be such that it cannot be cured within the same thirty (30) day period and the Producer shall immediately commence to cure such default upon said notice thereof, the Producer shall have such additional reasonable period of time as may be necessary to cure such default.

i. The Producer ceases to maintain good standing with the applicable insurance licensing authorities and/or is no longer authorized to sell insurance in their state of domicile or any other state in which “ProTrans” requests it to be licensed.

ii. The Producer becomes insolvent, makes an assignment for the benefit of creditors, is declared bankrupt or is assessed or administered in any type of creditor’s proceeding.

iii. The Producer becomes ineligible for insurance coverage against claims for errors and omissions liability and fails to maintain coverage as required by Paragraph 2 (c).

iv. The Producer dies (if the Producer is an individual).

v. The Producer fails to maintain a favorable personal or business image in the community.

vi. The Producer commits any act evidencing personal dishonesty or moral turpitude.

vii. The Producer is convicted of the commission of a felony.

(d) Upon termination of this Agreement, the Producer shall be obligated to perform the duties necessary for the servicing of all policies in force, until all liability of “ProTrans” under the policies issued pursuant to this Agreement shall have expired or have been terminated.

(e) Upon the termination of this Agreement, all authority granted to the Producer shall have the following limited authority which terminates automatically upon the expiration of all policies issued in accordance with this Agreement, and which shall be exercised in accordance with all relevant laws, regulations, rules and orders.

i. The Producer shall have the obligation to (a) collect, receive and remit premiums on policies and authorized endorsements including, but not limited to, installment premiums, premiums on annual renewal endorsements on term contracts and audit premiums on continuous contracts; (b) receive return premiums from “ProTrans” and remit them to sub-producers or the insured’s; (c) report claims and (d) exercise such other authority as may be provided for in writing by “ProTrans”.

9. Ownership of Expirations

(a) The Producer shall own the expiration rights of all insurance policies, personally produced by the Producer under this Agreement.

(b) The Producer shall retain ownership of these policy expirations during and after the termination of this Agreement, unless this Agreement is terminated by “ProTrans” for failure of the Producer to comply with the terms of remittance.

i. The Producer relinquishes to “ProTrans” any right or claim to subsequent expiration renewals, additional premiums or commissions thereon.

ii. The Producer’s sub-producers are authorized to pay premiums directly to “ProTrans”.

iii. The Producer waives any right to premium or commissions, which it has not received on the date of the termination of this Agreement.

10. Advertisements - The Producer shall not insert any advertisement referring to “ProTrans”, its affiliates or any insurer and shall not issue or cause to be issued any letter, circular, pamphlet or other publication or statement referring to the aforesaid companies without the express written consent of “ProTrans”.

11. Indemnification

(a) The Producer does hereby indemnify “ProTrans”, its successors and assigns and does hereby agree to save and hold “ProTrans” harmless from, against, for or in respect of any and all damages, losses, obligations, liabilities, liens, deficiencies, costs and expenses including without limitation, reasonable attorney’s fees and other costs and expenses incident to any suit, action, investigation, claim or proceeding suffered, sustained, incurred or required to be paid by “ProTrans”, its successors or assigns as the result of claims or suits due to, arising out of or in connection with any act or omission on the part of the Producer under or in connection with the provisions of this Agreement, whether real or alleged, and the Producer shall, upon written demand by “ProTrans”, assume and defend at the Producer’s sole cost and expense, any and all such suits or defense of claims.

(b) The losses, costs, damages and attorneys’ fees indemnified against in sub-paragraph (a) above shall include but not be limited to fees and expenses of every kind and nature incurred in actions brought to enforce this undertaking.

(c) As stated in paragraph 2 (c) herein, Producer shall provide “Protrans” with a copy of its errors and omissions policy upon each renewal, and said policy shall contain a provision that “ProTrans” is to receive thirty (30) days prior written notice of cancellation.

12. Reservation of Rights - The failure of “ProTrans” to exact strict compliance with the terms and conditions of this Agreement, or the failure to declare any default hereunder when such default becomes known to “ProTrans”, shall not operate as a waiver of such terms and conditions or release the Producer from the obligation to perform its duties under this Agreement strictly in accordance with its terms.

13. Notice - Any notice required to be given pursuant to this Agreement shall be in writing and shall be either hand-delivered or sent by overnight or certified mail to: (a) “ProTrans” at its principal office or (b) to the Producer at its last-known address.

14. Sever ability - The invalidity of unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as though such invalid or unenforceable provision was omitted.

15. Governing Law - This Agreement shall be governed in accordance with the laws of the State of New Jersey.

16. Amendment - This Agreement may be amended in whole or in part at any time by a written instrument signed by “ProTrans” and the Producer.

17. Binding Effect - This Agreement shall be binding upon the parties.

18. Gender - All references contained herein shall include all genders and the singular and the plural, as the case may be.

19. Assignment - Any attempt by the Producer to assign or delegate the rights and duties contained in this Agreement shall be void and shall constitute a breach ofagreement.

20. Personal Guarantees

(a) If the Producer is a corporation, it is further understood, agreed and guaranteed by the undersigned individuals or entities, which are the principal stockholders of same corporation, that all of the conditions of this Agreement shall be binding upon them in the same manner as upon the corporation named as the Producer. Should the undersigned cease to be principal stockholders in the corporation, the Producer shall give written notice to “ProTrans” within then (10) days of such event and the Producer shall provide replacement signatories and such documentation as may be required by “ProTrans”.

(b) If the Producer is a partnership or limited partnership, it is further understood, agreed and guaranteed by the undersigned individuals, who are all of the partners or general partners respectively, that all of the conditions of this Agreement shall be binding upon them severally and jointly, in the same manner as upon the entity named as the Producer. Should the undersigned cease to be limited partners or general partners as aforesaid, the Producer shall give written notice to “ProTrans” within ten (10) days of such event and shall provide replacement signatories and such documentation as may be required by “ProTrans”.

21. Entire Agreement - This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior arrangements or understandings with respect thereto.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.

Protrans, Inc.

By:______

Matthew J. Simnor

Executive Vice President

WITNESS ATTEST:PRODUCER:

______By:______

Individually

______

Individually

______

(Title)

Corporate

______

Federal ID No. (Required)

SCHEDULE A

LINE OF INSURANCE / PRODUCER’S COMMISSIONS
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