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DocuSign Envelope ID:8B670D51-A7FD-4694-8E94-963553021305 <br /> TERMS, CONDITIONS AND OTHER PROVISIONS <br /> MANAGEMENT & PROFESSIONAL LIABILITY POLICY <br /> DEFINITIONS <br /> 2) Giving counsel to "employees," "directors or officers," "leased employees" or "independent <br /> contractors"; or <br /> Wrongful Fiduciary Liability Act - continued <br /> 3) Handling of records in effecting enrollment, calculating, terminating or canceling; or <br /> d. A negligent act, error or omission by an"insured"in: <br /> 1) Interpreting or applying; or <br /> 2) Giving counsel to "employees," "directors or officers," "leased employees" or "independent <br /> contractors," <br /> concerning workers' compensation, unemployment insurance, Old-Age, Survivors And Disability <br /> Insurance (OASDI) (42 U.S.C.A. §301, et seq.). <br /> Wrongful Management Liability Act <br /> "Wrongful management liability act" means any actual or alleged: <br /> a. Error, misstatement, misleading statement, act, omission, neglect, or breach of duty actually or <br /> allegedly committed or attempted by any"insured"in their capacity as such; or <br /> b. Matter claimed against an "insured person" solely by reason of his or her serving in such capacity. <br /> Provided, however, "wrongful management liability act" does not include any conduct actually or <br /> allegedly committed or attempted by any"insured person" in their capacity as a director, officer, trustee, <br /> governor, member of the board of managers, or any equivalent position, or employee of any entity other <br /> than the "insured organization," even if service in such capacity is with the knowledge and consent of, at <br /> the direction or request of, or part of the duties regularly assigned to the "insured person" by the <br /> "insured organization." <br /> Wrongful Outside Director Liability Act <br /> "Wrongful outside director liability act" means: <br /> a. Error, misstatement, misleading statement, act, omission, neglect, or breach of duty actually or <br /> allegedly committed or attempted by any "insured" in their capacity as a board member of an <br /> "outside entity"; or <br /> b. Matter claimed against an "insured person" solely by reason of his or her serving an "outside entity." <br /> Wrongful Professional Liability Act <br /> "Wrongful professional liability act" shall have the meaning set forth in any endorsement made part of <br /> this Policy. <br /> MPL 0002 07 13 CUMIS Insurance Society, Inc. Page 14 of 30 <br />