Producer Agreement

When you use Bold Penguin sub-appointments to gain market access to Bold Penguin carriers these are the Terms of Service.

Last updated: May 30, 2025

Privacy Notice

Bold Penguin Customer Terms of Service

YOUR USE OF BOLD PENGUIN SUBAPPOINTMENTS TO GAIN MARKET ACCESS TO BOLD PENGUIN CARRIERS (“SUB-APPOINTMENTS”) IS SUBJECT TO THESE SUPPLEMENTAL TERMS OF SERVICE (“PRODUCER AGREEMENT”) AND THE BOLD PENGUIN CUSTOMER TERMS OF SERVICE (“CUSTOMER TERMS”) (COLLECTIVELY “THE AGREEMENT”). THE PRODUCER AGREEMENT IS AN “ADDITIONAL SERVICE” UNDER THE CUSTOMER TERMS. IN ORDER TO USE SUBAPPOINTMENTS, YOU MUST AGREE TO BE BOUND BY THE AGREEMENT WITH BOLD PENGUIN, INC. AND/OR BOLD PENGUIN COMPANY, LLC DBA NORTH PEAK ACCESS (“NORTH PEAK”) OR OTHER BOLD PENGUIN SUBSIDIARY, AS APPLICABLE (COLLECTIVELY, “BOLD PENGUIN”, "WE", "US", AND "OUR").  IF YOU DO NOT ACCEPT THIS AGREEMENT IN FULL, DO NOT USE THE SUBAPPOINTMENTS, AS YOUR USE OF SUBAPPOINTMENTS IS DEEMED TO BE YOUR ACCEPTANCE OF THE AGREEMENT.

Standards of Conduct

The Bold Penguin Privacy Notice (available here) is incorporated herein by reference. This Agreement governs your use of the sub-appointments, however accessed, including via an internet browser, smartphone, tablet, or other Internet connected device.

By signing up for sub-appointments on behalf of an agency or other legal entity, you confirm that (a) you are duly authorized to represent the legal entity and any affiliates of the legal entity who will be using the sub-appointments, (b) you accept the terms of this Agreement on behalf of such legal entity and affiliates, and (c) any references to “you” in this Agreement refer to such legal entity, affiliates and all of the employees, consultants and agents of those respective parties. You are responsible for all activity using the sub-appointments that occurs under your account.

North Peak offers two (2) market access options through its sub-appointments: (1) Market Access; and (2) Insurance Placement Services.  Each option has different attributes and offers different accessibility to insurance carriers with which North Peak has direct appointments (“North Peak Carriers”), as set forth in the following table:
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*As used here, “to bind” means to submit a risk to an insurance carrier for acceptance. Neither Bold Penguin nor you has authority to bind any risk on behalf of an insurance carrier.
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Scope and Modification of the Customer Agreement
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1.1       Additional Services. The Agreement may include additional services that you subscribe to receive directly from or through Bold Penguin (“Additional Services”). Some of these Additional Services have specific additional terms that apply to your use of those Additional Services (the “Supplemental Terms”), and those Supplemental Terms become part of the Agreement. In the event a Supplemental Term directly conflicts with any term in the Agreement, the Supplemental Term will apply to your use of the Additional Service instead of the term contained in the Agreement.

1.2. Modification of Producer Agreement. North Peak may modify or update the Producer Agreement at any time. In the event North Peak determines it is necessary to make a material modification to the Producer Agreement, you will be notified of such change and may be asked to affirmatively agree to such modified version of the Producer Agreement. Note, however, that your use of North Peak sub-appointments after modifications to the Producer Agreement take effect constitutes your binding acceptance of such changes. You may review the most current version of the Producer Agreement here.

Authority and Appointments
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2.1      For Market Access, you are authorized by this Producer Agreement to obtain quotes, submit applications, place, and sell insurance coverages and policies using North Peak sub-appointments. For Insurance Placement Services, you are authorized by this Producer Agreement to obtain quotes, submit applications, and sell insurance coverages, and you acknowledge that you must submit risks to North Peak's submission desk, which will place and bind policies on your behalf.

2.2    Any insurance quotes, applications, or policies, including renewals, that you originate, place, or renew on the Terminal, whether by Market Access or Insurance Placement Services, will be underwritten and issued using a North Peak direct appointment. You will be a Sub-Producer, and North Peak will be the “Broker of Record.” Use of direct carrier appointments is unsupported on the Terminal.

2.3    By your Market Access sub-appointment, you are authorized to request a carrier to accept a risk and bind coverage, but you have no authority to bind any risk on behalf of any carrier or on behalf of North Peak.  

2.4    No written or oral understandings, agreements, or communications between you and insureds or prospective insureds are binding on North Peak or any carrier.

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Term and Termination
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3.1          Term. This Producer Agreement will remain in effect for as long as you have an active subscription for the Terminal (the “Term”) unless terminated pursuant to this Section 3 of this Producer Agreement.

3.2         Start Date and Renewal.  This Producer Agreement shall commence on the date you execute this Producer Agreement and shall automatically renew so long as your Terminal subscription renews. The terms of this Producer Agreement apply to insurance policies issued or renewed using North Peak sub-appointments on or after the date you execute this Producer Agreement. For clarity, if your Terminal subscription terminates, North Peak may terminate this Producer Agreement, in its sole discretion.

3.3.       Termination

                3.3.1      You or North Peak may terminate this Producer Agreement, with or without cause, upon thirty (30) days advance written notice to the other, or at any time by mutual agreement. Your notice of termination to us should be sent to Notices@northpeakaccess.com. Notice from North Peak will be sent to you at the email address you have provided to us, which you are responsible for keeping updated.

                 3.3.2     You will notify North Peak promptly if your license to operate under this Producer Agreement is, in any jurisdiction, expired, surrendered, cancelled, non-renewed, suspended, revoked, or is otherwise invalid, and your authority to solicit and submit business under this Producer Agreement will be suspended automatically as of the date your license was surrendered, cancelled, non-renewed, suspended, or revoked. Your automatic suspension does not require any action on our part, and we shall be permitted to terminate this Producer Agreement effective immediately. If your license is reinstated within a reasonable time, and we have not terminated this Producer Agreement, we may, but are not required to, reinstate your authority under this Producer Agreement. You shall be entitled to no commissions for any submission for which you are not properly licensed. If you fail to maintain the necessary licenses, you shall indemnify and hold harmless North Peak and any North Peak Carrier for any losses, claims, expenses, reasonable attorneys’ fees, penalties, or fines arising therefrom.

                 3.3.3      In the event of (i) your fraud, gross or willful negligence or misconduct, or (ii) upon the sale, transfer, merger, consolidation, or change of control or majority ownership of your business or your assets without North Peak’s prior written consent (see Section 4.9.4), or (iii) if you fail to maintain compliance with any provision of this Producer Agreement, we shall have the right to immediately terminate this Producer Agreement, and all North Peak Business (as defined in Section 7.2) shall become the property of North Peak, who reserves the right to reassign such North Peak Business to another sub-producer. Except in cases of your fraud, gross or willful negligence or misconduct, we will provide you with 15 days prior written notice before transferring the North Peak Business. If you cure the material breach to North Peak’s satisfaction within the 15-day notice period, you may prevent the transfer of ownership, determined by North Peak in its sole discretion. Upon termination of this Producer Agreement pursuant to this Section 3.3.3, and notwithstanding Section 8 (Compensation), all commissions otherwise payable to you, including renewal commissions, shall cease as of the effective date of termination, and you shall have no right to any commission or other compensation on any North Peak Business thereafter, in each case to the extent permitted by applicable law.

                 3.3.4     Notwithstanding anything to the contrary in this Agreement, including the notice and cure provisions of Section 3.3.3 and the compensation provisions of Section 8, in the event we determine, in our sole discretion, that you have or are causing material risk to North Peak, we shall have the right to immediately terminate this Producer Agreement and transfer the North Peak Business as provided in Section 3.3.3, in each case effective immediately and without prior notice to you or any opportunity to cure, and all commissions otherwise payable to you, including renewal commissions, shall cease immediately upon such termination, to the extent permitted by applicable law.

                  3.3.5     If any applicable law governs the manner of termination of this Producer Agreement, you hereby waive the requirements of such law to the extent such waiver is valid and permissible.

                  3.3.6    Your authority to solicit and submit business through the Terminal and under this Producer Agreement shall cease at 12:01 a.m. on the effective date of termination of this Producer Agreement; provided that, in the case of any termination under Section 3.3.3 or 3.3.4, such authority shall cease immediately upon the effective time of termination.

3.4    Suspension Rights. Without limiting North Peak’s rights under Sections 3.3.3 and 3.3.4, North Peak may suspend your access to the Terminal and terminate this Producer Agreement at any time in the event you materially breach this Producer Agreement and you do not cure such breach within thirty (30) days of written notice of such breach (including notice by email). Notwithstanding the foregoing, if your breach causes material risk to North Peak, in its sole discretion, North Peak may immediately suspend your access to the Terminal and all rights under the Terminal Terms of Service and exercise its rights under Section 3.3.4, in each case, without prior notice to you or any opportunity to cure.

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Producer Obligations
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Unless otherwise stated, each of the following sections applies to Market Access and Insurance Placement Services sub-appointments.

4.1     You represent, warrant, and covenant to North Peak that you, and if you represent a business entity, all your producers and sub-producers who submit insurance quotes, applications, or insurance policies, including renewals, through the Terminal, are properly licensed in each jurisdiction in which you do business and will maintain those licenses in good standing for the duration of the Producer Agreement.

4.2     You agree to comply with all applicable federal, state, and local laws relating to the operation of your business and sale of insurance coverages and policies available on the Terminal, including, without limitation, laws concerning insurance licensing, sales practices, surplus lines, privacy, cybersecurity (“Applicable Laws”). You agree to comply with Applicable Laws in all jurisdictions where you or your business entity does business pursuant to this Producer Agreement throughout the Term and for so long as policies issued pursuant to this Producer Agreement remain in force. You will promptly notify North Peak of any regulatory complaint, investigation, or alleged violation of law regarding any business produced under this Producer Agreement.

4.3    You agree to comply with all policies, procedures, instructions, underwriting rules, rates, guidelines, or other requirements of all insurance carriers on the Terminal and with all North Peak policies, procedures and instructions.

4.4     You acknowledge that a carrier may accept or reject any risk or insurance quote, application, or insurance policy for any reason permitted by law, including your failure to comply with the carrier’s underwriting rules, rates, guidelines, or other requirements.

4.5      You agree to deliver to an insured those policies, endorsements, or other documents that a carrier may require, and shall deliver them in their complete original form with no modifications except as may be required under applicable law.

4.6     You shall pay all expenses related to the performance of your obligations under this Producer Agreement and cooperate with North Peak, including without limitation, as follows: (a) you shall maintain your own internet access and any other technology or resources that you may need to submit business through the Terminal, (b) you shall maintain all records related to business you submit through the Terminal for such periods as required by Applicable Laws, (c) upon three (3) business days’ advance notice and during normal business hours, you shall allow North Peak or its representatives to inspect and audit your business records and accounts as related to North Peak Business (as defined in Section 7.2), and (d) you agree to provide information as North Peak may request about your information security program for North Peak to satisfy its legal and regulatory obligations.

4.7     You shall not represent to any applicant or policyholder that you are accepting premium on behalf of North Peak, and you have no authority to accept premium on behalf of North Peak or any carrier except as expressly authorized by a carrier. To the extent you collect or receive any premium, premium taxes, surplus lines taxes, or policy fees for an insurance policy placed through Terminal (collectively, "Fiduciary Funds"), you agree that: (a) Fiduciary Funds are received and held by you solely in a fiduciary capacity for the benefit of North Peak, the applicable carrier, the applicable taxing authority, and/or the insured, as their interests appear, and are not your property; (b) you shall deposit and maintain all Fiduciary Funds in a segregated premium trust account clearly titled as such, and shall not commingle Fiduciary Funds with your operating or general funds; (c) you shall not pledge, encumber, borrow against, or grant any security interest in Fiduciary Funds, and shall ensure the account is not subject to any right of setoff for your own obligations; (d) you shall remit all Fiduciary Funds to North Peak (or, if explicitly directed, the applicable carrier or taxing authority) in accordance with the applicable billing procedures and in any event within ten (10) calendar days of receipt; (e) you shall maintain records accounting for all Fiduciary Funds received and remitted and make them available to North Peak on request; and (f) any return or unearned premium you receive shall be held as Fiduciary Funds and refunded or remitted in accordance with applicable law and North Peak's or the carrier's instructions.

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4.8       Without the prior written consent of North Peak or as permitted by the carrier, you shall not distribute, publish, or cause to be published or circulated, any statement or advertisement that identifies North Peak or any carrier.

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4.9          Notice, Disclosure and Service Requirements

              4.9.1     Claims. You must provide notice of a claim directly to the respective carrier, or as otherwise directed by such carrier.

               4.9.2     Fees. You acknowledge that you and/or North Peak, in either party’s sole discretion, may charge certain fees to policyholders with respect to business submitted through the Terminal, as may be permitted by applicable law. You also acknowledge that all fees must be separately identified as fees charged by you and shall not be described as premiums or added to premiums. You agree to comply with all applicable laws pertaining to producer fees, including without limitation, disclosure and consent requirements, and prohibitions against unfair discrimination.

               4.9.3     Complaints. You will immediately inform North Peak about any consumer, regulatory, Better Business Bureau complaints or inquiries, and shall cooperate with North Peak in resolving such matters, including providing records and coordinating responses.

               4.9.4     Sale of Assets. Subject to Section 7, you acknowledge that you must provide written notice to North Peak in advance of any sale of your assets or your book of business, and if you are a legal entity, any sale or merger of your legal entity, which will modify the Broker of Record for any business you originated, placed or renewed on the Terminal using a North Peak direct appointment.

               4.9.5      Policy Servicing. You acknowledge that business you write through a Market Access sub- appointment will be serviced directly by you through the North Peak Carrier, not by North Peak, while North Peak will service business you write through an Insurance Placement Services sub-appointment. For your Market Access business, you agree to comply with any specific customer service or notification procedures that the North Peak Carrier may require. Servicing may include, but is not limited to, policy changes, renewals, billing, premium collection, and claims handling.
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4.10        Insurance

               4.10.1    You agree to maintain errors and omissions insurance coverage to cover any potential liability arising out of or relating to business you submit through the Terminal. The insurance policy shall be issued by an insurance carrier with an A.M. Best rating of A- or better and will provide no less than $2,000,000 USD (one million dollars) of liability coverage. Any of your individual producers or sub-producers shall be insured under such policy. You shall submit a certificate of insurance, or other proof of coverage satisfactory to North Peak at least annually to North Peak, or any time upon reasonable request by North Peak, and promptly when any change is made to the policy.

              4.10.2    You shall name Bold Penguin Company, LLC dba North Peak Access, its parents and subsidiaries, and their respective officers, directors, and employees, as Additional Insureds on the Commercial General Liability policy, and provide all necessary documentation to give effect to this addition. The insurance maintained by the Producer shall be primary, and any insurance or self-insurance maintained by North Peak shall be excess and non-contributory. All rights of subrogation against North Peak and its affiliates shall be waived.

               4.10.3    You shall immediately notify North Peak if your errors and omissions insurance policy lapses or terminates, coverage is reduced, or the issuing carrier changes, along with the reason for such lapse, termination, or change.

           4.10.4    You agree to promptly notify North Peak of any claim or potential claim you report under your errors and omissions policy that arises out of or in connection with any business you submitted under this Producer Agreement, and to cooperate fully with North Peak in the investigation, defense, and resolution of any such claim. Failure to cooperate constitutes a material breach of this Producer Agreement.

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Bold Penguin Obligations
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5.1          North Peak shall determine, at its sole discretion, which North Peak Carriers will be available to you on the Terminal.

5.2          For Market Access sub-appointments, North Peak agrees to facilitate your sub-appointment with North Peak Carriers but does not guarantee the timing or your ability to secure any sub-appointment from any North Peak Carrier.You acknowledge that each North Peak Carrier has sole and complete discretion whether to approve your sub-appointment, and you agree that North Peak has no obligation to you if a North Peak Carrier refuses to issue you a sub-appointment or is untimely in doing so.

5.3          North Peak will comply with all Applicable Laws relating to the operation of its business and the offering and sale of products on the Terminal.

5.4         Any premium, premium taxes, surplus lines taxes, and policy fees that North Peak receives in connection with business placed through the Terminal are held by North Peak in trust and are not the property of North Peak. Such funds are held for the benefit of the applicable North Peak Carrier, any taxing or regulatory authority to which amounts are owed, and you, as their interests may appear, regardless of the sub-appointment type. Subject to Sections 3.3.3, 3.3.4, and 8, North Peak shall disburse such funds, net of amounts properly due to North Peak, to: (i) the applicable North Peak Carrier and any taxing or regulatory authority, per their billing or remittance procedures; and (ii) you, for commissions earned under Section 8. North Peak shall not commingle such funds with its general operating funds. North Peak's duties under this Section are limited to the safekeeping and timely remittance of funds actually received, and nothing in this Section creates any duty on the part of North Peak beyond those duties or confers on any North Peak Carrier, taxing or regulatory authority, or other third party any right to enforce this Producer Agreement against North Peak. Nothing in this Section limits or waives any obligation North Peak owes under Applicable Law or under its appointment agreements with any North Peak Carrier. For your Insurance Placement Services sub-appointments, North Peak expressly agrees to comply with Applicable Laws in all jurisdictions where we do business pursuant to this Producer Agreement throughout the Term and for so long as policies issued pursuant to this Producer Agreement remain in force.

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Mutual Obligations
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6.1          Confidentiality.

               6.1.1      Each of us agrees to maintain the privacy, confidentiality and security of the other’s “Confidential Information”, which means any information provided in the performance of obligations under this Producer Agreement or during events leading up to this Producer Agreement, and includes, without limitation, materials or information, in whatever form or medium, relating to either party’s present or proposed business strategies, products, services, customers, marketing strategies, business relationships, financial information, information systems, trade secrets, intellectual property, software, and any other sensitive or proprietary information about a party’s business and operations. Confidential Information does not include any information that is publicly available, or that was provided by a third-party, unless the receiving Party had reason to know the third-party was not authorized to disclose such information.

               6.1.2       Each of us agrees to hold in strict confidence all Confidential Information of the other Party. We agree to limit access to each other’s Confidential Information to personnel who need to know in order to perform obligations under this Producer Agreement. Unless required by law, each of us agrees not to share, transfer, disclose or otherwise provide access to the other’s Confidential Information to any third party, without the other Party’s prior written consent. In addition, either Party may disclose Confidential Information pursuant to a court order or the requirement of any governmental authority, provided that we promptly notify the Disclosing Party of any such order or requirement, to the extent permitted by law, and cooperates, at the Disclosing Party’s expense, in any effort to obtain a protective order from the issuing court or governmental authority limiting disclosure and use of the information. If compelled to disclose Confidential Information, Receiving Party will disclose only so much Confidential Information, based on the advice of counsel, as is required by law to disclose.

               6.1.3       The provisions of this section shall survive the termination of this Producer Agreement.

6.2          Independent Contractor

               6.2.1       You are an independent contractor and are expected to exercise your independent judgment and discretion regarding the performance of your obligations under this Producer Agreement. This Producer Agreement is not a contract of employment, and nothing herein shall be construed to create an employment relationship between you and North Peak. North Peak will not control or direct in any manner the conduct of your work and is interested solely in the placement of insurance products.

               6.2.2      You understand that as an independent contractor, you are not entitled to unemployment compensation from North Peak. In addition, North Peak will make no deduction for federal or state taxes from compensation due to you under the Producer Agreement. You acknowledge that you are solely and totally responsible for the payment of any and all taxes related to the operation of your insurance business, including the sale or placement of products through the Terminal.

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Ownership of Sub-Appointed Expirations
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7.1        Except as provided in Sections 3.3.3 and 3.3.4,you shall control all expirations and renewals of business subject to this Producer Agreement; provided, however, if you fail to account for or to make payment of all amounts due pursuant to this Producer Agreement, such expirations and renewals, including any future commissions relating thereof, shall immediately and automatically become the property of North Peak. Nevertheless, you shall remain liable for all remaining amounts owed plus any expenses, costs and fees incurred in disposing of such expirations and renewals. You acknowledge, however, that upon termination of this Producer Agreement or your Terminal subscription, you lose the technical and operational capacity to service sub-produced policies. Accordingly, to ensure continuity of care for the policyholder, upon the effective date of termination, North Peak shall immediately reassign and transition all active policies from your unique subcode to North Peak’s master appointment code, and North Peak shall assume full responsibility for the servicing, administration, and oversight of such policies.

7.2       Notwithstanding Section 7.1, and without limiting North Peak's rights under Sections 3.3.3 and 3.3.4, you acknowledge that North Peak is the Broker of Record (BOR) for all business you originate, place, or renew on the Terminal using a North Peak sub-appointment (“North Peak Business”).  Subject to Section 7.3, you agree that if you (a) change the BOR for North Peak Business from North Peak to any other party and (b) the carrier for the North Peak Business remains the same (“Transferred Business”), you will pay North Peak a fee equal to thirty percent (30%) of the commissions North Peak paid to you on the Transferred Business during the previous twelve (12) months (“Transfer Fee”).  For example, if the Transferred Business consists of one (1) General Liability policy with an NWP of $1,000 (one thousand dollars) and your paid commission was $100 (one hundred dollars), your Transfer Fee would be $30 (thirty dollars).

Upon your request for a BOR change, North Peak will issue an invoice to you for the appropriate Transfer Fee, and full settlement of the Transfer Fee will trigger our approval of your request.  You expressly agree that this provision constitutes reasonable compensation and is not punitive in nature. For the avoidance of doubt, North Peak's exercise of its rights to take ownership of and reassign North Peak Business under Section 3.3.3 or 3.3.4, does not constitute a BOR change requested by you under this Section 7.2.

7.3          Section 7.2 is not intended to interfere with your duties or obligations to your policyholder under Applicable Laws, and Section 7.2 does not apply when you are moving policies: (a) from a North Peak sub-appointment to your direct appointment with the same North Peak Carrier; or (b) from the current North Peak Carrier to a different carrier. The foregoing exceptions apply only to Section 7.2 and do not limit North Peak's rights under Sections 3.3.3 and 3.3.4.

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Compensation
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8.1        Subject to Sections 3.3.3 and 3.3.4, North Peak will pay you commission on insurance policies (a) written and sold by you pursuant to your Market Access sub-appointment; or (b) solicited by you and written and sold by North Peak pursuant to your Insurance Placement Services sub-appointment during the Term of this Producer Agreement, for so long as the policies are in force, including renewals, insofar as all the following factors are satisfied: the policy was (i) underwritten and issued by a North Peak Carrier; (ii) quoted on the Terminal; and (iii) bound through the Terminal or on a North Peak Carrier portal. If this Producer Agreement is terminated (other than a termination pursuant to Section 3.3.3 or 3.3.4), North Peak will pay renewal commissions on insurance policies that are in force on the effective date of the termination for a maximum of one (1) year after the effective date of termination of this Agreement, unless prohibited by law. Upon any termination pursuant to Section 3.3.3 or 3.3.4, all commissions, including renewal commissions, shall immediately and permanently cease as of the effective date of such termination, and North Peak shall have no obligation to pay you any commission or other compensation thereafter, in each case to the extent permitted by applicable law.

8.2        North Peak shall not pay you commissions or other compensation for business that you submit through the Terminal but is issued pursuant to your direct appointment.

8.3        North Peak shall pay commissions in accordance with the commission schedule electronically available to you on the Terminal. North Peak may revise the commission schedule, including commission rates, upon written notice (email shall suffice). Such commissions shall constitute your sole compensation under this Producer Agreement. No commission is payable on premiums assigned to collection agencies. No commission, including any renewal commission, is payable for any period following a termination under Section 3.3.3 or 3.3.4, to the extent permitted by applicable law.

8.4        We pay commissions monthly via electronic transfer, and you are responsible for updating your bank account information. We are not responsible for any delay or damages caused by your failure to provide us with updated banking information. You will be responsible for any fees or costs, including costs assessed to North Peak, incurred related to outdated banking information.

8.5       If you fail to dispute any payment made to you under this Producer Agreement within six (6) months after North Peak remits payment to you, the payment is deemed final and you have waived any right to dispute the payment.

8.6        You may assign payment of your commissions under this Producer Agreement by executing Exhibit A. If you complete Exhibit A, “you” in this Compensation section will mean your designated agent for payment (“Recipient”), as identified in Exhibit A); provided, that “you” as used in sections 8.6-8.9 will have the same meaning provided in the Agreement.

8.7         You agree to obtain prior written consent from North Peak before assigning commissions to a third-party. No assignment shall be valid without North Peak’s prior written consent.

8.8         You agree that we may apply any amounts due to you under this Producer Agreement, including undistributed commissions, to offset any balance you owe us under this or any other agreement between us, provided that this right of setoff applies only to commissions and other amounts owed to you in your own right, and shall not apply to, and North Peak shall have no right to offset against, any premium, taxes, or other Fiduciary Funds held in a fiduciary capacity.

8.9         During the Term of this Producer Agreement and after its termination, if North Peak is required to refund any commission under any policy, North Peak shall notify you, and you agree, within 10 (ten) calendar days, to return to North Peak the amount of commission you received for the policy. Your obligation to return commissions under this paragraph shall survive the termination of this Producer Agreement.

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Limitation of Liability
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TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL NORTH PEAK, ITS AFFILIATES, AGENTS OR PRINCIPALS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE NORTH PEAK TERMINAL AND SERVICES OR ANY THIRD PARTY SOFTWARE, APPLICATIONS OR SERVICES IN CONJUNCTION WITH THE NORTH PEAK TERMINAL OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF NORTH PEAK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL NORTH PEAK’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES RELATED TO YOUR USE OF NORTH PEAK SUBAPPOINTMENTS (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW) EXCEED THE AMOUNT OF TWO HUNDRED AND FIFTY DOLLARS (U.S.$250.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

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Indemnification
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9.1          You agree to indemnify, defend and hold harmless North Peak, and its subsidiaries, affiliates, officers, directors, agents, and employees from and against any costs, damages, expenses (including reasonable attorneys’ fees), judgments, losses and other liabilities (including amounts paid in settlement) (“Liabilities”) incurred as a result of any third-party action, claim, demand, proceeding or suit (“Claim”) to the extent arising from or in connection with: (a) the violation of any law, regulation, or other legal mandate, by you, your officers, directors, employees, or agents (“Indemnitors”); (b) breach by the Indemnitors of any covenant, condition, warranty, or representation contained in this Producer Agreement; (c) the negligence, gross negligence, or willful or wanton misbehavior of the Indemnitors; or (d) any actions of Indemnitors that would allow North Peak to terminate this Producer Agreement; (e) any non-competition contract litigation with Indemnitors prior employer or insurance agency; (f) any professional liability claims made against North Peak that are due to the acts or omissions of Indemnitors during the term of this Producer Agreement and which cause North Peak to make a claim under its Errors and Omissions insurance policy; or (g) any action, suit, proceeding, claim, demand, judgment, cost or expense (including reasonable attorney’s fees) that is incidental to any of the above.

9.2       In the event of a claim, Subproducer agrees to provide all reasonable assistance and cooperation requested by North Peak or its carriers in the investigation and defense thereof, including the prompt disclosure of all relevant documentation and evidence, at no additional cost.

9.3        You understand that your indemnification obligations will survive the expiration or termination of this Producer Agreement or the Customer Terms. All our rights and remedies are cumulative and in addition to all our rights and remedies at law or in equity.

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Publicity
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10.1     Unless otherwise agreed to by you and North Peak, during the Term, North Peak may disclose your name as a sub-producer of North Peak and/or subscriber to the Terminal, and you hereby grant North Peak the right to display your name, company, and logo in North Peak’s marketing materials and on North Peak’s public website, in each case in accordance with any branding guidelines you may provide to North Peak.