Britannia Insurance Management (Cayman) Ltd.

Insurance Services and Advisory Agreement

THIS AGREEMENT is made this First day of ……………., 199  .
BETWEEN: PROPOSED INSURANCE CO. LTD., a company incorporated and licensed as a Class "B" insurance company and having its registered office at P. O. Box …..G, Grand Cayman, British West Indies. (hereinafter referred to as "the Company")
OF THE FIRST PART
AND: BRITANNIA INSURANCE MANAGEMENT (CAYMAN) LTD., a Company incorporated, and being licensed as an Insurance Manager in the Cayman Islands whose postal address is P. O. Box 10139APO, 2nd Floor Piccadilly Centre, Elgin Avenue, Grand Cayman, British West Indies (hereinafter referred to as "BIM")
OF THE SECOND PART
WHEREAS 1. the Company is based in Grand Cayman and licensed to engage in the underwriting of various classes of insurance and related activities, and
2. the Company is desirous of retaining a licensed Insurance Manager to undertake the administration and management of the Company as well as provide advisory services in accomplishing its intended purposes, and
WHEREAS 1. BIM at its office located in Grand Cayman maintains a staff of professional insurance executives and clerical personnel which is experienced in the provision of services of the kind sought by the Company; and
2. BIM is a licensed Insurance Manager under the Insurance Law as amended, and
WHEREAS 1. the Company and BIM are desirous of entering into an agreement whereby BIM will render the necessary administration, management and advisory services required by the Company upon the terms herein set forth.

NOW THEREFORE THIS AGREEMENT WITNESSETH and it is HEREBY MUTUALLY AGREED BY THE PARTIES as follows:

1. The Company hereby retains BIM and BIM agrees to act and provide administration, management and advisory services to the Company in the manner hereinafter set forth.
2. BIM hereby agrees that it will:-
a) act as consultant and advisor to the Company in respect of all insurance matters including but not limited to:
i)

the rendering of assistance and advice in the implementation of the insurance or reinsurance programmes of the Company as to risks, rules and general policy conditions.

ii) recommendations as to forms, contracts, policies and binders.
iii) the provision for continuing advice on insurance industry customs, practices and other technical matters.
b) provide and maintain complete and thorough records of insurance and/or reinsurance transactions authorised by the Company.
c) prepare, execute and issue in the name and on behalf of the Company all policies and contracts of insurance, reinsurance, binders, endorsements and all manner of variations, amendments, terminations and cancellations thereof.
d) deal with the preparation and mailing of premium notices and to arrange for the collection of premiums in accordance with the terms and conditions of each policy or contracts of insurance, reinsurance, binder or endorsement issued by the Company.
e) pay from the Company's funds all debts, or other liabilities of the Company as they become due, including but not limited to reinsurance premiums, trade payables, notes payable,
f) appoint a firm acceptable to the Company to evaluate, accept, reject, adjust or settle claims and to arrange for the adjustment of losses and defense of actions arising out of any policy, or contract of insurance, reinsurance binder or endorsement either directly or by the retention, at the Company's expense.
g) if required, negotiate and arrange reinsurance for the Company in accordance with customary industry practices and within the guidelines set by the Company to the extent such reinsurance is available.
h) if required, open and maintain bank accounts in the name of the Company and supply signatories thereon in accordance with the policy of the Company of which BIM will be given notice by the Company.
i) establish and maintain complete and proper books, records and accounts of the Company to comply with the laws of the Cayman Islands and generally accepted accounting principles for insurance companies, including the establishment of all necessary reserves such as reserves for unearned premium, loss reserves and reserves for expenses.
j) establish, maintain and operate the Company in a manner to insure compliance with the laws of the Cayman Islands, including preparation and filing of any and all reports and forms required and to be responsible for all dealings with the Head of Insurance, Cayman Islands’ Monetary Authority.
k)

if required, invest, and reinvest, from time to time in a manner and in such investments or other securities the Company's capital, reserves and other accumulated funds as allowable by Cayman Islands law and in a manner consistent with the Company's general investment policy of which BIM shall be given notice and using reasonable, prudent standards of investment.

l) liaise with auditors for the Company, which auditors shall be an international accounting firm.
m) prepare quarterly, balance sheets, profit and loss statements and related financial statement schedules with respect to the Company's operations and investments.
n) generally execute such documents, perform such functions or acts and to exercise such other powers as Management deems necessary or desirable to operate the Company and otherwise carry out the purposes of the Company.
o) provide adequate staff and personnel to perform its obligations under this Agreement.
p) provide offices and other supporting facilities to adequately service the operations of the Company.
3. The Company:
a) shall pay to BIM as compensation for all services rendered by BIM an annual fee of US $XX,000.00 payable quarterly in advance on the first day of January, April, July and October each year. The first quarterly fee will be prorated from the date that this agreement is signed.
b) the said annual fee and the service costs will be reviewed at least annually for the purpose of assuring BIM of an equitable compensation and the Company of the adequacy of services performed as aforesaid.
c) shall reimburse BIM for its out-of-pocket expenses at least quarterly, including but not limited to the following:
i) attorney's fees, taxes, printing, photocopying, forms, stationery, office supplies, telephone, facsimile, cables, postage and other charges incurred on behalf of the Company;
ii) all reasonable travel expenses outside of the Cayman Islands incurred at the request and behalf of the Company; and
iii) in addition to the fees set out above the Company agrees to ensure that BIM is at all times in funds to pay all such government or similar fees, charges, taxes or duties whatsoever which may be levied on or in respect of the Company.
4. In so far as BIM may be required pursuant to the terms of this Agreement to seek the approval or authorisation of the Company and such authorisation or approval is not forthcoming within 30 days of a request therefore, BIM is hereby authorised to act in such manner as it may in its absolute discretion consider in the circumstances to be in the best interest of the Company without BIM incurring any liability for so doing.
5. The Company assumes full responsibility for and will indemnify and hold harmless BIM, its shareholders, directors, officers and employees, past present and future against any and all actions suits proceedings claims demands costs and expenses whatsoever which may be taken or made against it or which may be incurred or become payable by it arising out of:
a) performance or non-performance of obligations this Agreement where BIM has acted in good faith and with due diligence and without negligence;
b) BIM or its employees acting hereunder being or being deemed to be an officer of the Company and therefore liable or personally assessable for any charges or penalties as an officer of the Company operating in default of any of the provisions of any law to which the Company is subject. BIM shall not be under any obligation to commence any action or suit in relation to any matter for which it is responsible under this Agreement which in its sole judgment may involve it in expense or liability unless the Company shall have furnished BIM with a satisfactory indemnity against any expenses or liability arising out of such action or suit by BIM in its capacity under this Agreement. This indemnity shall continue notwithstanding the termination of this Agreement.
6. The parties hereto agree that they will both use their best endeavours to ensure that no breach of any Laws or Regulations of the Cayman Islands incurs in connection with the operation of the Company's business in and from the Cayman Islands and the Company does notwithstanding the conflict of interest which may arise therefrom, recognise the obligation incumbent upon BIM pursuant to Section 8(5) of The Insurance Law of the Cayman Islands.
7. This Agreement may be terminated by either party by giving to the other party 90 days' notice in writing. Termination of this Agreement shall not relieve either party of its liability for the performance of obligations imposed upon the said party during the effective period of this Agreement if such obligations have not been performed or completed at the time of termination.
8. It is hereby understood and agreed that the Company retains ownership of all books records and statistics produced by BIM and/or its subcontractors in rendering services to the Company under this Agreement.
9. It is understood and agreed that the status of BIM under this Agreement is that of an independent contractor.
10. This Agreement may not be assigned in whole or in part by either party without the written consent of the other party. Notwithstanding the foregoing it is hereby expressly agreed that BIM may fulfill its obligations under this Agreement by subcontracting various services to third parties to the extent it deems advisable and any information conveyed by BIM pursuant to any subcontract or with a view to any such subcontract being entered into will be deemed to have been given with the express consent of the Company and in the normal course of business for the purposes of the Confidential Relationships (Preservation) Law of the Cayman Islands from time to time in effect.
11. The parties hereto confirm and agree that this Agreement, any amendments, extensions, renewals thereof, directions and notices given pursuant hereto shall be governed by and construed in accordance with the Laws of the Cayman Islands.
12. Notwithstanding the date hereof the effective date of the commencement of the appointment of BIM hereunder shall be deemed to be the ………..day of ……………………, 199  .
13. Notices required to be given hereunder may be delivered by hand or mailed by first class registered post to the address of the relevant parties set out herein and where mailed shall be deemed to have been duly given on the 5th day after the date of mailing. In addition to the foregoing there is reserved to the Company the right to nominate an additional address to which notice is to be given hereunder shall be sent by BIM.
IN WITNESS WHEREOF this Agreement has been executed by the parties hereto on the date first above mentioned as follows:

 

SIGNED for and on behalf of

PROPOSED INSURANCE COMPANY

BY ___________________ ___________________
Director Witness

SIGNED for and on behalf of

BRITANNIA INSURANCE MANAGEMENT (CAYMAN) LTD.

BY ____________________ ___________________
Managing Director Witness