These TERMS OF ENGAGEMENT (these “Terms”) are entered into this date and time of your signature and / or application for service, effective January 1, 2022 & thereafter, by and between, [MAJDAS TOUCH INSURANCE, INC., a Utah corporation doing business as MAJDAS TOUCH INSURANCE AGENCY] (“Company”), and [CLIENT NAME] (“Client”). Company and Client are sometimes referred to herein collectively as the “parties” or individually as a “party.” BY (a) ACCESSING OR USING THE COMPANY’S SERVICES AND/OR (b) PAYING AND/OR CONTINUING TO PAY FOR ANY INSURANCE PROCURED OR DELIVERED TO CLIENT PURSUANT TO COMPANY’S SERVICES, CLIENT HEREBY AGREES TO BE BOUND BY THESE TERMS OF ENGAGEMENT, AND BE LIABLE TO COMPANY FOR ANY NONCOMPLIANCE WITH THESE TERMS. IF CLIENT DOES NOT AGREE TO THESE TERMS OF ENGAGEMENT, AS THESE TERMS OF ENGAGEMENT MAY BE MODIFIED FROM TIME TO TIME, COMPANY’S SERVICES SHALL BE TERMINATED HEREUNDER AND ALL OF CLIENT’S INSURANCE POLICIES PROCURED OR DELIVERED PURSUANT HERETO MAY BE TERMINATED.
Services. Pursuant to these Terms, Client hereby agrees to that Company will provide Client certain insurance broker and/or risk management consultant services, including, but not limited to, recommending soliciting, negotiating and placing insurance (collectively, the “Services”).
Compensation. Client hereby acknowledges and agrees that: (a) Company, and/or its affiliates, shall be compensated for its Services via broker fees or through commissions from insurers; and (b) any commissions collected by Company and/or its affiliates shall be considered fully earned at the time of placement, and if an insurance policy is terminated before its expiration, Company shall retain all commissions it has collected regardless of the reason for termination (i.e., whether Client or insurer caused or is responsible for the termination) or which party is terminating (i.e., whether the policy is being terminated by Client or insurer).
Term. The term for these Terms shall begin as of the date hereof and shall continue until terminated in accordance with this Section. These terms may be terminated by the Company upon 30 days’ notice to Client if Client breaches any of Client’s representations, warranties or obligations herein (including, without limitation, Client’s representations, warranties and obligations set forth in Section 4(a)). Client further expressly acknowledges and agrees that the termination by Company in accordance with this Section (a) shall result in the termination of all of Company’s Services to Client; and (b) may result in the termination of all of Client’s insurance policies procured or otherwise obtained pursuant to Company’s Services. The provisions set forth in Sections 2, 3, 4, 5 and 6 shall survive termination of these Terms, together with any other right or obligation of the parties in these Terms that, by its nature, should survive termination of these Terms.
Client’s Representations and Warranties. Client hereby represents and warrants to Company as follows: (i) Client shall not engage or otherwise participate, whether directly or indirectly, as determined by the Company in its sole and absolute discretion, in any threatening, harassing, abusive, intimidating, defaming, degrading, slanderous, obscene, illegal or hateful behavior or communication towards the Company or any of its principals, officers, directors, employees, agents or contractors; and (ii) Client shall accurately, honestly, and comprehensively provide all information requested by Company and/or any insurer, and Client will ensure that there are no omissions or misstatements that result in such information being incomplete, incorrect or misleading; and (iii) Client shall be solely responsible for the accuracy and completeness of all information Client furnishes to Company and/or any insurers.
Acknowledgements. Client hereby acknowledges and agrees that: (i) in no event shall Company be responsible or in any manner liable to Client or any other person or entity for the solvency of any insurer or the inability or unwillingness of any insurer to pay claims, return premiums or otherwise perform any other obligation, whether financial or otherwise; and (ii) Client shall be solely responsible for selecting and otherwise determining the Client’s insurance carrier and insurance policy.
Limitation of Liability. COMPANY SHALL NOT BE LIABLE TO CLIENT FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE COMPANY’S SERVICES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, ARISING OUT OF THESE TERMS OR THE COMPANY’S SERVICES, WHETHER OR NOT CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Indemnification. Client agrees to indemnify and hold harmless Company and its principals, officers, directors, agents and employees from and against any and all claims, damages, liabilities, losses, judgments, costs, and attorneys’ fees arising out of, or relating to, Client’s breach of these Terms.
General. Governing Law; Venue. These Terms are to be construed in accordance with and governed by the internal laws of the State of Utah without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Utah relating to the rights and duties of the parties. Each party hereby irrevocably consents to the jurisdiction and venue of the state and federal courts located in Salt Lake County, Utah as the sole and exclusive venue for any claim, action, suit, or proceeding relating to these Terms and agrees that all suits or proceedings relating to these Terms shall be brought only in such courts.
Waiver; Severability. No waiver of a Company’s rights shall be effective unless such waiver is in writing signed by the Company. If any provision of these Terms or the application of such provision to any person or circumstance shall be held invalid, illegal, against public policy or is otherwise unenforceable, the remainder of these Terms or the application of such provision to persons or circumstances other than those to which it is held invalid shall not be affected thereby.
Assignment. Client shall not assign these Terms without the written consent of the Company.
Notices. Any notice required or permitted to be given by either party under these Terms shall be in writing and sent to each party at its address or facsimile number as may from time to time be supplied by the parties hereto in accordance with these Terms.
Entire Agreement. These Terms, as they may be modified from time to time, constitute the complete understanding and agreement of the parties and supersede all prior and contemporaneous negotiations, understandings and agreements with respect to the subject matter of these Terms.
Amendment. Client hereby expressly acknowledges and agrees that these Terms may be amended or modified by Company at any time and without prior notice to Client.
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