2018-824-E County Mgr - Willis Group Holdings services agreement

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Short Form PC Fee Agreement 30 Oct 2018 Page 6 of 7 If you terminate this Agreement before the end of the Term, we will be deemed to have fully earned and be entitled to a portion of the fee as set forth in the following schedule: During the first six months: 75% After six months: 100% 5.2 Our obligation to render the Services under this Agreement ceases at the end of the Term or on the effective date of termination of our relationship, whichever is sooner. Thereafter we will provide no further services except to process any remaining deposit premium installments on policies in effect at termination and to provide reasonable assistance in the orderly transition of your account. 6.0 Other Provisions 6.1 Willis Towers Watson owns and retains all right, title, and interest in and to the following Willis Towers Watson Property: (i) all software, hardware, technology, documentation, and information provided by Willis Towers Watson in connection with the Claim and Risk Control Services; (ii) all ideas, know-how, methodology, models and techniques that may be developed, conceived, or invented by Willis Towers Watson during its performance under this Agreement; and (iii) all worldwide patent, copyright, trade secret, trademark and other intellectual property rights in and to the property described in clauses (i) and (ii) above. We expressly reserve all rights in the Willis Towers Watson Property. 6.2 We agree to communicate with each other from time to time by electronic mail and accept the inherent risks including the risks of interception, unauthorized access, corruption of such communications and damage caused by viruses and other harmful devices. We each agree to employ reasonable virus checking procedures on our computer systems and to check all electronic communications received for completeness. In the event of a dispute neither of us will challenge the legal evidentiary standing of an electronic document, and the Willis Towers Watson system is deemed the definitive record of electronic communications and documentation. 6.3 This Agreement supersedes any and all prior agreements between us regarding the Coverages and the Services provided. This Agreement may not be amended or modified except by a written agreement executed by the parties. 6.4 This Agreement is governed by and construed in accordance with the laws of the state of North Carolina without regards to such state’s choice of law rules. Any dispute shall be resolved in the appropriate state or federal courts located in such state. 7.0 Questions 7.1 If you have questions, please inform your Willis Towers Watson representative or call the head of our office. You may also call 1-866-704-5115, the toll-free number which Willis Towers Watson has established for client feedback. Orange County By: ____________________________ Willis of North Carolina, Inc. By: ___________________________ Title: ___________________________ Title: __________________________ Date: __________ Date:__________ DocuSign Envelope ID: E4FD5794-D67D-4793-B368-125A825A7522