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and Analytics Services") and may provide such services to Client.
<br />Client authorizes Lockton to 1) disclose information it receives from
<br />Client, its insurers and/or third -party administrators to Lockton's
<br />affiliates, parents, employees, and/or to third parties as necessary
<br />to perform such Modeling and Analytics Services, and 2) contribute
<br />such information to benchmarking databases created by or for
<br />Lockton to facilitate the creation of analytic reports for its clients,
<br />provided that such reports shall not include any information that
<br />personally identifies Client or its employees.
<br />Modeling and Analytics Services will be based upon a number of
<br />assumptions, conditions and factors, as well as information
<br />provided by third parties. If any such information provided to or
<br />utilized by Lockton is inaccurate, incomplete or should change, the
<br />Modeling and Analytics Services provided by Lockton could be
<br />materially affected. As Modeling and Analytics Services are subject
<br />to inherent uncertainty and involve variables beyond Lockton's
<br />control, actual results may differ materially from Lockton's
<br />projections. The parties agree that Lockton shall have no liability
<br />to Client if 1) Lockton is provided inaccurate or incomplete
<br />information, or 2) actual results differ from Lockton's projections.
<br />Modeling and Analytics Services do not constitute, and are not
<br />intended to be a substitute for, independent actuarial, accounting
<br />or tax advice.
<br />4. TERMINATION OF SERVICES
<br />4.1 Termination for Convenience. Client or Lockton may
<br />terminate this Agreement at any time with ninety (90) days'
<br />written notice to the other party.
<br />4.2 Termination Upon Change in Broker of Record. However,
<br />should Client designate a broker other than Lockton as its exclusive
<br />broker of record at any time subsequent to the Effective Date for
<br />any reason, this Agreement shall terminate on the effective date of
<br />the change in broker of record ("BOR") rather than at the
<br />conclusion of the ninety (90) day notice period referenced in
<br />Section 4.1., above.
<br />4.3 TERMINATION IN REGARDS TO F.S. 287.135: Lockton
<br />certifies that it and those related entities of Lockton as defined by
<br />Florida law are not on the Scrutinized Companies that Boycott
<br />Israel List, created pursuant to s. 215.4725 of the Florida Statutes,
<br />and are not engaged in a boycott of Israel. In addition, if this
<br />agreement is for goods or services of one million dollars or more,
<br />Lockton certifies that it and those related entities of Lockton as
<br />defined by Florida law are not on the Scrutinized Companies with
<br />Activities in Sudan List or the Scrutinized Companies with Activities
<br />in the Iran Petroleum Energy Sector List, created pursuant to
<br />Section 215.473 of the Florida Statutes and are not engaged in
<br />business operations in Cuba or Syria. Client may terminate this
<br />Contract if Lockton is found to have submitted a false certification
<br />as provided under section 287.135(5), Florida Statutes, been placed
<br />on the Scrutinized Companies with Activities in Sudan List or the
<br />Scrutinized Companies with Activities in the Iran Petroleum Energy
<br />Sector List, or been engaged in business operations in Cuba or Syria,
<br />as defined by section 287.135, Florida Statutes. Client may
<br />terminate this Contract if Lockton, including all wholly owned
<br />subsidiaries, majority-owned subsidiaries, and parent companies
<br />that exist for the purpose of making profit, is found to have been
<br />placed on the Scrutinized Companies that Boycott Israel List or is
<br />LOCKTOK
<br />engaged in a boycott of Israel as set forth in section 215.4725,
<br />Florida Statutes.
<br />4.4 Fee Due at Termination.
<br />In the event that Client terminates this Agreement, either by BOR
<br />or by ninety (90) days written notice, all services will be
<br />discontinued on the effective date of termination and Lockton will
<br />assist in the transition to Client's new broker or other person that
<br />Client authorizes and represents to Lockton is authorized by
<br />applicable law to render the services transitioned. In such event,
<br />Lockton shall be deemed to have earned, and Client shall remain
<br />obligated to pay Lockton, a portion of the annual fee then in effect
<br />in accordance with the following schedule:
<br />If BOR received or Amount of annual
<br />Agreement terminated**: service fee owed*:
<br />During first 3 months
<br />of the term:
<br />50%
<br />During 4th through 6th months
<br />of the term:
<br />75%
<br />During 7th through 9th months
<br />of the term:
<br />90%
<br />During 10th through 12th months
<br />of the term:
<br />100%
<br />*Does not apply to intermediaries and any coverage that
<br />they place on Client's behalf.
<br />**In the event of a multiyear term, this provision applies
<br />annually from the Effective Date, for the initial term, orthe
<br />anniversary date for any successive term.
<br />If applicable, Lockton shall also be entitled to retain all commissions
<br />earned on Client's placements through the effective date of
<br />termination.
<br />4.5 Additional Expenses Payable Upon Termination. In the case
<br />of a renewal, should some or all of the insurance coverages
<br />described in Addendum B be assigned to another broker through a
<br />broker of record letter prior to the inception date of the coverages,
<br />in addition to any termination payment owed pursuant to Section
<br />4.3 above, Client will reimburse Lockton for its reasonable
<br />expenses for the time, charges, and expenses incurred for the
<br />renewal services provided through the date of the broker of record
<br />letter.
<br />CONFIDENTIALITY
<br />5.1 Confidential Information. Lockton and Client acknowledge
<br />that the nature of Lockton's services provided to Client may result
<br />in either party (the "Disclosing Party') disclosing to the other party
<br />(the "Receiving Party') certain of Disclosing Party's information
<br />("Information"), some of which may be of a confidential or
<br />proprietary nature. Client acknowledges and consents to Lockton's
<br />use and disclosure of information in the course of performing
<br />marketing, services, claims handling, risk management and/or
<br />insurances renewal services for Client. For purposes of this
<br />Agreement, Information shall mean any and all nonpublic
<br />information provided to the Receiving Party, which may include the
<br />Disclosing Party's product, marketing, pricing or financial
<br />strategies; customer information; carrier rate and discount data;
<br />Services Agreement
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