Standard Terms & Conditions

Last Updated April 24, 2024

This Standard Terms and Conditions Agreement (“STC”), effective as the date indicated on the Client Services Contract (“CSC”) (“Effective Date”), is by and between Woodruff-Sawyer & Co., a California corporation (“WS”) and Client (as specified in the applicable CSC) (collectively, “Agreement”). WS and Client may be referred to individually as a “Party” or collectively as “Parties”.

1. Services

1.1. Subject to the terms and conditions set forth in this STC, WS agrees to provide brokerage and related services (“Services”) as set forth in the CSC, including any Statements of Work (“SOW”) or other documents incorporated by reference into or attached to the CSC.

1.2. In addition to Services outlined in Section 1.1, Client may request that WS provide additional services to support Client’s activities. Any significant changes to Services or requested additional services will require modifications to the compensation to be set forth in an amendment to the Client Services Contract (“Amendment”).

2. Compensation

2.1. Client will pay WS for Services as set forth in the CSC.

a) To the extent that WS receives and retains commissions payable under the terms of our commission agreements with insurers or insurance intermediaries in relation to policies placed on Client’s behalf, such commissions are considered fully earned on placement.

b) To the extent that Client has agreed to WS fees for Services, such fees shall be due and payable upon Client’s receipt of invoice and deemed fully earned upon placement of any of the policies referenced in the CSC. Such fees shall recur annually unless a new compensation arrangement is agreed upon in writing.

c) Where Client is subject to a minimum fee per the CSC, Client will be invoiced the shortfall between commissions received and the minimum fee, if any.

2.2. Any amount not paid by Client when due shall bear interest at the rate of one and one-half percent (1.5%) per month or the highest permissible rate under applicable law, whichever is less, until paid in full. Client shall provide WS with such information as may be required for WS to be able to invoice and process payments in connection with Services.

2.3. With the exception of Employee Benefits services, any fees or rates quoted or estimated for coverages will be exclusive of income tax or of any sales, ad valorem, value added tax or any similar tax unless such tax is required to be included pursuant to a statutory requirement. If required, WS will add the relevant tax to the invoice, separately stated, and remit such tax to the appropriate authority.

2.4. Except as otherwise agreed, WS shall be responsible for its own costs and expenses related to the performance of Services under this Agreement.

2.5. Except as otherwise agreed in writing, supplemental commissions, if any, will be accepted and retained by WS. At Client’s request, WS will provide a list of carriers from whom we receive supplemental commissions.

3. Miscellaneous

3.1. Term & Termination.

a) The term of the Agreement shall be as set forth in the CSC (“Initial Term”). This Agreement shall automatically renew for successive one year renewal terms (each a “Renewal Term”) unless either Party gives notice of termination as set forth in Section 3.1(b). The Initial Term and any Renewal Term(s) may be referred to as the “Term”. Unless this Agreement is terminated in accordance with Section 3.1(c), Client shall be obligated to maintain WS as Client’s broker of record through the Term with all insurance carriers, as applicable.

b) Either Party may terminate the Agreement upon giving the other party ninety (90) days written notice prior to the end of the Term. If either Party terminates the Agreement under this Section 3.1(b), then the CSC as well as each SOW or other document incorporated into or attached to the CSC shall automatically terminate.

c) In the event of a material breach of this Agreement, either Party may terminate the Agreement immediately upon giving the other Party written notice and affording ten (10) business days in which to cure such breach. Compensation pursuant to Section 2 shall be considered a material term of this Agreement.
d) In the event of any expiration or termination of the Agreement, WS shall have earned all compensation pursuant to Section 2 hereof. All compensation unpaid but due and payable by Client shall promptly be remitted to WS by the date of expiration or termination. For the avoidance of doubt, all Services, including WS compensation to third party vendors and service providers on behalf of clients, claim submissions and/or advocacy Services, shall terminate upon any expiration or termination of this Agreement.

3.2. Client Obligations & Acknowledgements.

a) Client shall provide WS with materially complete and accurate information regarding Client’s loss experience, risk exposures, changes in the foregoing, and any other information reasonably required by WS or insurers in a timely manner. Client will inform WS of any changes in business operations that may affect Services rendered under this Agreement or Client’s insurance coverages. This duty applies equally at renewal of Client’s existing coverage and upon the placement of new lines of coverage. Failure to fully disclose such information might allow insurers to avoid liability as to a claim or void a policy. Further, such delay or failure in providing such information, access to necessary Client personnel, access to Client premises (if applicable), or reasonable cooperation may result in a revision of agreed timelines for Services and/or additional fees. WS shall rely on the documentation and information provided by Client or Client’s representatives and WS shall not take responsibility for verifying the accuracy or completeness such documentation and information. WS is not responsible for any consequence arising from any delayed, incomplete, or inaccurate information.

b) Client understands and acknowledges that Client’s coverage is defined by the terms and conditions detailed in Client’s insurance policies and endorsements; and further that any summaries, comparisons, presentations, or other documents prepared by WS as to Client’s coverages are for informational purposes only.

c) To the extent claim submission and/or advocacy Services are provided, Client acknowledges and understands that WS is not an insurance carrier, third party administrator, or other similar entity and does not have the authority to adjust and/or settle claims. Regardless of any verbal or written representations to the contrary, WS does not guarantee any specific claim results. Client acknowledges that multiple circumstances may trigger classification as a claim under the applicable policy, and Client is responsible for carefully reading their policy documentation to understand when and how such circumstances might be triggered. Client shall timely submit any claims with complete documentation in writing to the locations indicated on the CSC or directly to the insurance carrier as detailed in Client’s applicable policy documentation. Unless claim advocacy Services are indicated on the CSC, WS shall only provide limited claim submission assistance through its online client portal. Claim submission assistance services are not provided for any Employee Benefits services.

3.3. Intermediaries.

a) Insurance intermediaries. WS may engage insurance intermediaries, such as wholesale brokers, excess and surplus lines brokers, local international brokers, reinsurance intermediaries and underwriting managers, for insurance marketing and placement services. Compensation for insurance intermediaries is not contemplated or included in WS’ compensation under this Agreement, of which WS may receive a percentage, and will be paid by insurers out of paid premiums or by Client directly by fee.

b) Billing intermediaries. As part of Services provided to Client, WS may act as a billing intermediary for services provided to Client by outside vendors, where such vendor was approved by Client. WS will invoice Client for the amount owed to vendors and will forward such payment to vendors upon receipt from Client.

3.4. Confidentiality.

a) The term “Confidential Information” shall mean all non-public, confidential or proprietary information or data disclosed on or after the Effective Date by either Party (the “Disclosing Party”) to the other Party (the “Recipient”), or to any of such Recipient’s employees, officers, directors or agents (collectively, “Representatives”), whether disclosed orally or disclosed or accessed in written, electronic, or other form of media, which is marked, designated or otherwise identified as “confidential” or which a reasonable person would consider confidential based on the context of disclosure and nature of the information. Information associated with the pricing of Services under this Agreement shall be considered Confidential Information of WS. The term “Confidential Information” shall not include information which: (i) is, or becomes, generally available to the public other than as a result of a disclosure by the Recipient or its Representatives in violation of this Agreement; (ii) is, or becomes, available to the Recipient or its Representatives from a source other than the Disclosing Party or its Representatives; provided, that to the knowledge of the Recipient and its Representatives, such source is not bound by obligations of confidentiality to the Disclosing Party with respect to such information; (iii) was in the Recipient or its Representatives’ possession prior to the disclosure of such information; or (iv) was independently developed by the Recipient or its Representatives without use of, or reference to, any Confidential Information.

b) The Recipient shall: (i) protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event less than a reasonable degree of care; (ii) not use the Disclosing Party’s Confidential Information for any purpose other than Services contemplated herein or any related transactions between the Parties; (iii) not disclose any Confidential Information to any person or entity, except to: the Recipient’s Representatives; insurers, reinsurers, third party administrators, or other insurance and/or financial institutions relevant to the underwriting and/or evaluation of Client’s risks and the processing of its claims; or to those third parties for whom Client has provided consent.

c) WS may include, without breach of its confidentiality obligations herein, on a de-identified basis, information relating to Client’s insurance program in benchmarking, modeling, analytic, research and insurance offerings (“Studies”). Such Studies may be used for various purposes, including articles and studies for distribution to WS clients and prospects. Client agrees that WS may include Client’s name and logo in customer lists or related marketing and promotional material for the purpose of identifying users of WS Services.

d) If the Recipient or any of its Representatives are legally required to disclose all or any part of the Confidential Information under the terms of a judicial decree, civil or regulatory investigative demand or similar process or in order to comply with any law, regulation, subpoena or rule or any request made by any regulatory, governmental or legal authority, the Recipient and its Representatives may make such disclosure without breach of its confidentiality obligations herein.

e) The Parties acknowledge that any Confidential Information that is subject to the Business Associate Agreement (“BAA”) then in force between the Parties shall also be governed by the applicable terms in such BAA. Such BAA shall be considered incorporated into this Agreement as if set forth herein.

3.5. Data Security & Privacy.

a) WS shall take commercially reasonable steps in accordance with industry standards for insurance brokerages of a similar size to protect the operation, confidentiality, integrity and security of its systems and information, including client information, stored or contained therein or transmitted thereby against unauthorized use, access, and transmittal.

b) In the course of providing Services, the Parties acknowledge that Client may provide WS with information about an identifiable individual or information which relates to a natural person and allows that person to be identified, including customer or employee information (“Personal Data”). It is further acknowledged that WS may provide Services that are global and WS may transmit Client information, including Personal Data, within our global network of vendors who shall be subject to appropriate data protection standards.

c) Client represents that WS is authorized to receive and possess any such Personal Data and that Client has obtained any necessary consents from third parties, including the individual to which such Personal Data relates, that may be required for WS to use the Personal Data for the purposes of providing Services.

d) Each Party shall comply with the provisions and obligations imposed on it by applicable data privacy legislation and regulations. Client agrees that WS may maintain, process and transfer Client’s Confidential Information and Personal Data in order to perform Services, and for other reasonable ancillary purposes, unless Client instructs otherwise.

3.6. LIMITATION OF LIABILITY.

a) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OF ITS AFFILIATES FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, REVENUES, BUSINESS OR GOODWILL, LOSS OF DATA, LOSS OF USE, INCREASED COST OF OPERATIONS, OR BUSINESS INTERRUPTIONS) SUFFERED OR INCURRED BY SUCH OTHER PARTY OR ITS AFFILIATES, WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE EXERCISE OF ITS RIGHTS HEREUNDER, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

b) IT IS UNDERSTOOD AND AGREED THAT IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR DAMAGES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, IN EXCESS OF ONE MILLION USD ($1M) IN THE AGGREGATE.

c) WHERE WS IS JOINTLY LIABLE TO CLIENT WITH ANOTHER PARTY, WS WILL, TO THE EXTENT PERMITTED BY LAW, ONLY BE LIABLE FOR THE LOSSES THAT CORRESPOND DIRECTLY TO WS’ SHARE OF RESPONSIBILITY FOR THE LOSSES AT ISSUE, SUBJECT TO THE LIMIT SET FORTH IN THE PRECEDING SUBPARAGRAPH.

3.7. Warranty.

Each Party represents and warrants that:

a) it is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization;

b) that the execution of the CSC and entering into the Agreement is within the power of such Party and has been duly authorized by all necessary corporate action; and,

c) this Agreement constitutes a valid and binding agreement between the Parties and, each effective SOW will constitute valid and binding obligations as to such Parties, and in each case enforceable in accordance with its terms.

UNLESS SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR AS TO ACCURACY, COMPLETENESS OR ADEQUACY OF INFORMATION ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. CLIENT RECOGNIZES THE UNCERTAINTIES INHERENT IN ANY ANALYSIS OR INFORMATION THAT MAY BE PROVIDED AS PART OF THE SERVICES AND ACKNOWLEDGES THAT THE SERVICES ARE NOT A SUBSTITUTE FOR ITS OWN INDEPENDENT EVALUATION AND ANALYSIS.

3.8. 

Unless otherwise expressly agreed in writing, WS does not accept any fiduciary or trust responsibilities or related liability in connection with Services. WS does not provide legal, accounting or tax advice.

3.9. Intellectual Property.

a) The work product WS produces in the course of providing Services to Client (“Work Product”) consists of Client Information and Background Materials owned by WS. Background material in this Agreement means technical, scientific, business, commercial, and/or financial data, documentation, material, and applications and/or software of WS which have been developed outside the Services either prior to the start of the Services or during it which are confidential and proprietary. Client will retain ownership of all original data and materials provided to WS by Client or Client’s representatives (“Client Information”), and the intellectual property rights in that data and materials to the extent Client possesses these rights. Client will have the right to use, reproduce and adapt the copies of the Work Product for internal, non-competitive purposes within Client’s organization. WS will retain the intellectual property rights in the Background Materials, and the skills, know-how and methodologies used or acquired by WS as related to the Background Materials. Client will not decompile or reverse engineer (or cause a third party to decompile or reverse engineer) any of WS’s Background Materials for any purpose. Client will not embody any of WS’ Background Materials in Client’s products, processes, or services, and will not duplicate or exploit any of such Background Materials in Client’s business, or file any patent application, utility model or design application based upon, derived from, or disclosing any Background Materials. Services, including the Work Product, are provided solely for the intended purpose, and may not be referenced or distributed to any other party without our prior written consent. Client may distribute the Work Product to Client’s affiliates, provided that Client ensures that each such affiliate complies with these terms and conditions contained in this Agreement, as if it were a party to them, and Client shall remain fully responsible for such compliance.

b) Client will not refer to WS or include any of the Work Product in any shareholder communication or in any offering materials (or fairness opinion provided by Client’s professional advisers) prepared in connection with the public offering or private placement of any security, unless otherwise agreed in writing.

c) WS accepts no responsibility for any consequences arising from any third party relying on the Work Product. If WS agree to provide the Work Product to a third party, Client is responsible for ensuring that the third party is made aware of the fact that they are not entitled to rely upon it. Client agrees to reimburse WS for all costs (including reasonable legal fees) that WS incurs in responding to any requests or demands from third parties, pursuant to legal process or otherwise, for data or information related to the Services.

3.10. Notices. 

Any notice or other communication hereunder shall be in writing and shall be deemed given the earlier of: (a) the date of delivery if delivered personally to the addressee; (b) three (3) days after mailing, postage paid by first class mail to the addressee; or (c) e-mail upon receipt of confirmation of transmission by the sending Party, to the applicable address set forth below or such other address as shall be designated by like written notice as provided hereunder.

If to WS:
Woodruff-Sawyer & Co.
50 California St, Floor 12
San Francisco, CA 94111
Attn: Isabelle Smith, Legal
ismith@woodruffsawyer.com
Facsimile: 415.989.992
with a copy to: legal@woodruffsawyer.com

3.11. Governing Law & Venue. 

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California without regard to its conflict of law rules. If either Party brings any action against the other under this Agreement, the Parties agree that the venue for such action shall be vested exclusively in the state of California in the County of San Francisco or in the United States District Court for the Northern District of California.

3.12. Negotiation & Mediation.

 The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between representatives who have authority to resolve the matter. If such representatives cannot resolve the dispute within thirty (30) days after the first meeting between such representatives, then either Party may submit the dispute to mediation. In case of any dispute arising under this Agreement which cannot be settled by such good faith negotiation, the Parties agree that, prior to commencing any litigation, they will first engage the services of a professional mediator agreed upon by the Parties and attempt in good faith to resolve the dispute through confidential non-binding mediation. Each Party shall bear one-half (1/2) of the mediator's fees and expenses and shall pay all of its own attorneys' fees and expenses related to the mediation. If either Party commences litigation without first attempting to settle the dispute through good faith mediation, such Party shall not be entitled to reasonable attorney's fees and costs in connection with this Agreement, even where it may be so entitled by law or contract as the prevailing Party.

3.13. Entire Agreement & Amendment.

This Agreement and any Exhibits attached hereto constitute the entire agreement among the Parties pertaining to the subject matter contained herein, and supersede all prior and contemporaneous agreements, representations, and undertakings of the Parties. No supplement, modification or amendment of this Agreement shall be binding unless effective by the terms and in writing by the Parties hereto.

3.14. Severability.

 If any portion of this Agreement is determined to be invalid, illegal or unenforceable, the remainder of the Agreement shall nonetheless remain in full force and effect.

3.15. No Waiver. 

This Agreement may be amended or modified, and any of the terms or conditions hereof may be waived, only in the manner set forth above. Any waiver by any Party of any condition, or of the breach of any provision or term contained in this Agreement, in any one or more instances, shall not be deemed to be nor construed as a further or continuing waiver of any such condition, or of the breach of any other provision or term of this Agreement.

3.16. Force Majeure. 

WS shall not be liable to the Client for any delay or non-performance of its obligations hereunder in the event and to the extent that such delay or non-performance is due to a Force Majeure Event. A ‘Force Majeure Event’ is any event beyond the control of the WS which occurs after the Effective Date and which was not reasonably foreseeable at that time and whose effects are not capable of being overcome without unreasonable expense or loss of time or both, including (without limitation) acts of war or terrorism, civil or military unrest; blockades; boycotts, strikes, work stoppages, lock-outs, and other general labor disputes; acts, orders, or regulations of government, public, or judicial authorities; nuclear or natural disasters; pandemic, epidemic, public health crisis, or recognized health threats as determined by the World Health Organization, the Centers for Disease Control, state governments, local government authority, or health agencies (including but not limited to the health threats of SARS-CoV-2, H1N1, or mutation or variation thereof, as well as any similar infectious diseases); exceptional weather conditions; breakdown, or general unavailability of transport facilities; accidents, fire, or explosions; general shortages of energy, failures in external networks, or interruptions, loss, or malfunctions of utilities, communications, or computer (software and hardware) services; or any delay, or inability to perform to the extent caused by the acts, or omissions of Client.

3.17. Survival. 

Sections 3.1(d), 3.2, 3.4, 3.5, 3.6, 3.7, 3.9, 3.10, 3.11, 3.12, 3.14, 3.16, 3.18, and 3.20 of this Agreement shall survive any expiration or termination of this Agreement.

3.18. Order of Precedence.

 In the event of a conflict between or among the Agreement and any other documents applicable to Services, the order of precedence shall be SOW, CSC, BAA, this STC, and any additional exhibits to the CSC. In the event of a conflict between any terms of this STC and those contained in an SOW, the conflicting terms in the SOW will prevail, however the specific or additional terms set forth in any SOW will apply to the Parties’ rights and obligations under that SOW only, and not to any other SOW.

3.19. Successors. 

This Agreement shall be binding on and shall inure to the benefit of the Parties’ successors and assigns.

3.20. Signature Authority. 

The person signing this Agreement hereby warrants that he or she has the full power and legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement.