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DocuSign Envelope ID: AAB342A1- 84D6- 4FD9- BC12- 585C2F446C71 <br />r <br />commissions for their role in providing insurance products or services to you under their separate <br />contracts with insurers or reinsurers. <br />3.17 The insurance market is complex, and there could be other relationships which are not <br />described in this document which might create conflicts of interest. If a conflict arises for which <br />there is no practicable way of complying with this commitment, we will promptly inform you and <br />withdraw from the engagement, unless you wish us to continue to provide the Services and provide <br />your written consent. Please let us know in writing if you have concerns or we will assume that you <br />understand and consent to our providing our Services pursuant to these terms. <br />4.0 Premium and Handling of Funds <br />4.1 We will handle any premiums you pay through us and any funds which we receive from <br />insurers or intermediaries for payment or return to you in accordance with applicable state and <br />federal insurance laws and regulations and state unclaimed property laws. We may transfer your <br />funds directly to insurers or to third parties such as wholesale brokers, excess and surplus lines <br />brokers, or managing general agents to carry out transactions for you. <br />4.2 The Foreign Account Tax Compliance Act (FATCA) is a U.S. law aimed at foreign financial <br />institutions and other financial intermediaries (including insurance companies and intermediaries <br />such as brokers) to prevent tax evasion by U.S. citizens and residents through offshore accounts. <br />FATCA only applies if you are a U.S. company or individual or a non -U.S. company paying premium <br />through a U.S. insurance broker to a non -U.S. insurer. In order to comply with FATCA, insurance <br />companies and intermediaries must meet certain legal requirements. Insurance placed with an <br />insurance company that is not FATCA compliant may result in a 30% withholding tax on your <br />premium. `There FATCA is applicable to you, in order to avoid this withholding tax, Willis Towers <br />Watson will only place your insurance with FATCA - compliant insurers and intermediaries for which <br />no withholding is required unless you instruct us to do otherwise and provide your advance written <br />authorization to do so. If you do instruct Willis Towers Watson to place your insurance with a non - <br />FATCA compliant insurer or intermediary, you may have to pay an additional amount equivalent to <br />30% of the premium covering U.S. - sourced risks to cover the withholding tax. If you instruct us to <br />place your insurance with a non -FATCA compliant insurer but you do not agree to pay the <br />additional 30% withholding if required, we will not place your insurance with such insurer. Please <br />consult your tax adviser for full details of FATCA. <br />5.0 Termination <br />5.1 The term of this Agreement will be from the 1st day of December, 2017 to the 1st day of <br />December, 2018 (the "Term "), <br />Either party may terminate this Agreement upon 60 days prior written notice. <br />If we terminate this Agreement under Section 5.1 before the end of the Term, we will be deemed to <br />have fully earned and be entitled to a pro rata portion of the Fee, calculated from the start of the <br />Term through the date of termination. <br />5.2 Our obligation to render the Services under this Agreement ceases at the end of the Term or <br />on the effective date of termination of our relationship, whichever is sooner. Thereafter we will <br />provide no further services except to process any remaining deposit premium installments on policies <br />in effect at termination and to provide reasonable assistance in the orderly transition of your account. <br />6.0 Other Provisions <br />Short Form PC Fee Agreement 5 Jan 2016 <br />Page 5 of 6 <br />