OTHER-2025-002-Contract Amendment with Vaco, LLC for Payroll Audit Services

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Other Conditions continued from previous page, c . notify law enforcement, if such First Party Event violates law. 3 . Demands for payment of First Party Loss must be provided to the Insurer by the Insured Entity, 4. All notices and demands must be sent to the Insurer at an address shown in the Declarations . Other Insurance . 1 . The Breach Response and Business Loss Insuring Agreements are primary insurance . 2 . The Liability and Cyber Crime Insuring Agreements are excess over, and will not contribute with , any other valid and collectible insurance available to the Insured. This applies even if such other insurance is stated to be primary, excess, or otherwise , unless such other insurance states by specific reference that it is excess over this Coverage . Property Covered . Coverage under the Cyber Crime Insuring Agreements is limited to property : 1 . the Insured Entity: a. owns ; b . leases ; or co holds for others ; or 2 . for which the Insured Entity is legally liable , except property located inside premises of the Insured Entity 's client or such client 's financial institution . Recovery And 1 . The Insurer has no duty to recover amounts paid under this Coverage . Subrogation . 2 . Amounts recovered from a third party, less costs incurred in obtaining such recovery, will be applied in this order: a . to the Insurer for any Retention it paid on behalf of an Insured, b . to the Insured for Loss the Insurer did not pay because the applicable Limit was exhausted ; c. to the Insurer for Loss it paid ; do to the Insured for any Retention it paid ; and then e . to the Insured for any uncovered loss it paid . 3 . Recoveries do not include amounts from insurance or reinsurance . 4. The Insurer is subrogated to, and the Insured must transfer to the Insurer, all of the Insured 's rights of recovery against any person or organization for Loss the Insurer has paid under this Coverage . The Insured agrees to : a. execute and deliver instruments and papers ; b . do everything necessary to secure such rights ; and c. do nothing to impair or prejudice those rights . 5 . Subrogation will not apply if the Insured, prior to the date of a Wrongful Act or a First Party Event, waived its rights to recovery. 6 . Any of the Insured Entity 's property that the Insurer pays for becomes the Insurer's property. Related Claims , Multiple Claims arising out of the same Wrongful Act are a single Claim that is deemed first made on the date the earliest of such Claims is made, whether before or during the Policy Period. Representations , 1 . The Insurer has issued this coverage in reliance on the accuracy and completeness of the representations that the Insured made to the Insurer. 2 . If any such representation is untrue, and : a. was material to the acceptance of the risk; and b . is material to a covered Loss, then this coverage will not apply to such Loss with respect to : i . an Insured Person who knew ; or ii . an Insured Entity, if an Executive Officer knew, that such representation was untrue on the Inception date shown in the Declarations . CYB - 16002 Ed . 06 -20 Page 21 of 22 © 2020 The Travelers Indemnity Company . All rights reserved .