Consortium Agreement

LMA3145
16 June 2017
Form approved by Lloyd’s Market Association

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Table of Contents
Title
PARTIESINTRODUCTIONCONSORTIUM MANAGER AUTHORITY

SectionESTABLISHMENT OF CONSORTIUM; EFFECTIVE DATE AND REGISTRATION OF AGREEMENTPERIODPERSON(S) RESPONSIBLE FOR OPERATION AND CONTROLGRANT OF AUTHORITY
DELEGATION OF AUTHORITY
OTHER CONDITIONS, REQUIREMENTS AND/OR AMENDMENTS RELATING TO THE OPERATION
OF THE AGREEMENTSCOPE OF AUTHORITY
AUTHORISED CLASS(ES) OF BUSINESS AND COVERAGE(S)EXCLUDED CLASS(ES) OF BUSINESS AND COVERAGE(S)TERRITORIAL LIMITATIONSMAXIMUM LIMITS OF LIABILITY OR SUMS INSURED
PREMIUMS, DEDUCTIBLES AND EXCESSES FOR INSURANCES BOUNDGROSS PREMIUM INCOME LIMITPERIOD OF INSURANCES BOUND
AUTOMATIC OR TACIT RENEWAL OF INSURANCES BOUND
PREMIUM FINANCE CONTRACTSCONSORTIUM MANAGER COMMISSION(S), FEE(S) AND EXPENSES
COMMISSION(S) AND FEE(S)REFUND OF UNEARNED COMMISSION(S)
EXPENSESDOCUMENTATION FOR INSURANCES BOUND
CONTRACT DOCUMENTATION
CLAIMS AND COMPLAINTS
CLAIMS AND RECOVERIESCOMPLAINTS OR PROCEEDINGSREPORTING, RECORDS AND AGGREGATE EXPOSURESRISKS WRITTEN BORDEREAU(X)/REPORTING AND AGGREGATE EXPOSURESACCOUNTING BORDEREAU(X)/REPORTING AND SETTLEMENTS
RECORDS, STATISTICAL INFORMATION AND AUDIT/INSPECTION
ADVERTISING
ADVERTISING AND PROMOTIONAL MATERIALCOMPLIANCE, REGULATORY AND GENERAL REQUIREMENTS
LICENCES AND TAXESFEE(S) AND CHARGES
BUSINESS CONTINUITY
CONFIDENTIALITY
CONFLICTS OF INTERESTCOMPLIANCE WITH THE LAW AND FINANCIAL CRIMEDATA PROTECTIONTERMINATION AND NON-RENEWALTERMINATIONEFFECT OF TERMINATION OR NON-RENEWAL

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MISCELLANEOUS
GENERAL INTERPRETATIONENFORCEABILITY CLAUSENO WAIVER OF RIGHTSNO PARTNERSHIPRIGHTS OF THIRD PARTIESSEVERAL LIABILITYJURISDICTION AND GOVERNING LAWSCHEDULE

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CONSORTIUM AGREEMENTPARTIESThis Consortium Agreement, the Schedule and Table of Security attached hereto and any endorsements
hereon (the ‘Agreement’) is made by and between:(1) the managing agent of the Underwriting Members of Lloyd’s whose syndicate number(s) andproportion(s) are shown in the attached Table of Security as the ‘Lead Underwriters’ (the‘Consortium Manager’); and(2) the managing agents (as agents on behalf) of the Underwriting Members of Lloyd’s whose
syndicate numbers and proportions are shown in the attached Table of Security as the ‘Following
Underwriters’.
INTRODUCTION
Whereas:(I)

the Consortium Manager (as agent on behalf of the Lead Underwriters) and the managing
agents of the Following Underwriters (as their agents) have agreed to establish a consortium(the ‘Consortium’) comprising the Lead Underwriters and the Following Underwriters (the‘Underwriters’) upon the terms of the Agreement; and(II)

the Following Underwriters have each agreed to appoint the Consortium Manager and theConsortium Manager has agreed to act, upon the terms of the Agreement, as the administratorof the Consortium (it being noted that the appointment of the Consortium Manager as
managing agent of the Lead Underwriters pursuant to the managing agent's agreements
between the Lead Underwriters and the Consortium Manager confers on the Consortium
Manager all necessary power and authority for the Consortium Manager to act as theadministrator of the Consortium in respect of the Lead Underwriters' participation therein).

It is mutually understood and agreed as follows:
CONSORTIUM MANAGER AUTHORITYSECTION 1
ESTABLISHMENT OF CONSORTIUM; EFFECTIVE DATE AND REGISTRATION OF AGREEMENT
1.1

The Consortium Manager (as agent on behalf of the Lead Underwriters) and the managing agents of
the Following Underwriters (as agents on behalf of the Following Underwriters) hereby agree tounderwrite contracts of insurance on a co-insurance basis as a consortium, on and subject to theterms and conditions of the Agreement.

1.2

The Agreement and any amendment to the Agreement shall take effect when the Agreement oramendment has been signed by all parties.

1.3

Any amendment to the Agreement shall be evidenced in writing and endorsed hereon.

1.4

The Consortium Manager shall take all necessary steps to register the Agreement and any
amendment to the Agreement in accordance with Lloyd’s requirements, and to facilitate theproper processing of risks under the Agreement.

1.5

The Consortium Manager shall agree with the Following Underwriters the format of the stamp to be
used by the Consortium Manager.

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SECTION 2
PERIOD
2.1

The Agreement is effective during the period stated in 2.1 of the Schedule unless terminated inaccordance with Section 33 and subject to Section 34;

2.2

The Agreement shall not be subject to or capable of automatic renewal.

SECTION 3
PERSON(S) RESPONSIBLE FOR OPERATION AND CONTROL
3.1

The person(s) responsible for the overall operation and control of the Agreement is(are) named in
3.1 of the Schedule;

3.2

The person(s) authorised to bind insurances is(are) named in 3.2 of the Schedule;

3.3

The person(s) with overall responsibility for the issuance of documents evidencing insurances
bound is(are) named in 3.3 of the Schedule;

3.4

The person(s) authorised to exercise any claims authority granted by the Agreement is(are) namedin 3.4 of the Schedule;

3.5

The Consortium Manager shall notify the Following Underwriters as soon as practicable after it
becomes apparent that any of the persons named in 3.1 to 3.4 of the Schedule have ceased, orshall cease, to undertake their respective duties. This includes leave, holiday or sickness wheresuch leave, holiday or sickness is likely to materially impair the Consortium Manager’s
performance of its duties under the Agreement unless in such case an alternative person will
exercise the relevant authority and where that alternative person is named in the relevant subsection of the Schedule.

SECTION 4
GRANT OF AUTHORITY
4.1

4.2

The Following Underwriters hereby authorise the Consortium Manager during the period of theagreement to:
4.1.1

solicit and receive submissions, proposals and applications for insurance;

4.1.2

negotiate, accept (or decline) and unconditionally bind insurances and amendments
thereto for the Following Underwriters’ account, in each case in such manner (subject tothe terms of the Agreement) as the Consortium Manager in its sole discretion sees fit;

4.1.3

act on behalf of the Following Underwriters in any of the ways set out in 4.1.3 of the
Schedule;

In respect of every insurance bound under the Agreement, the Consortium Manager shall:
4.2.1

issue contract documentation, endorsements or other documents evidencing cover inaccordance with Section 19;

4.2.2

ensure the proper processing of all documents evidencing or relating to cover, premiums,
return premiums and claims transactions on the Following Underwriters’ behalf promptly
or where applicable in accordance with such terms as agreed with the Following
Underwriters;

4.2.3

handle and settle claims in accordance with Section 20;

4.2.4

ensure all regulatory returns are completed and submitted within the timeframes required;

4.2.5

take all steps as may be necessary or expedient for the purposes of or in connection withfulfilling its obligations for the protection of the interests of the Following Underwriters orfor compliance with any applicable laws and regulations, including Lloyd’s requirements;

4.2.6

sign or execute on behalf of and as the attorney of each Following Underwriter, in its nameor otherwise, all deeds, documents and agreements which the Consortium Manager may
consider necessary or expedient for the purposes of or in connection with the business ofPage 5 of 21

the Consortium, including any such document needed for compliance with the provisions of
any law or requirements of any appropriate regulatory authority in any part of the world;
4.3

Nothing in the Agreement shall grant the Consortium Manager authority beyond that specificallygranted by the Agreement nor shall the Consortium Manager act as or hold itself out as having
authority on behalf of the Following Underwriters where such authority does not arise or no longer
arises under the Agreement;

4.4

Nothing in the Agreement shall be construed as creating the relationship of employer andemployee between the Following Underwriters and the Consortium Manager;

4.5

The Consortium Manager shall comply with all reasonable requests or requirements made inwriting by the Following Underwriters in relation to the operation of the Agreement, theinsurances bound under the Agreement or (subject to any obligations the Consortium Manager may
have pursuant to the Lloyd’s Claim Scheme) the claims arising thereunder;

4.6

The Consortium Manager shall not take any step(s) or undertake any act(s) or omit to do anything
in relation to the services to be provided by it under the Agreement, including failing to act fairly
to insureds, which is likely to be detrimental to the reputation of the Following Underwriters;

4.7

The Consortium Manager shall at all times act in a professional and responsible manner andexercise its powers and authorities with reasonable skill and care.

SECTION 5
DELEGATION OF AUTHORITY
5.1

The grant of authority to bind insurances and issue documents evidencing insurances bound shallnot be delegated by the Consortium Manager to any other person, firm or company without theagreement of the Following Underwriters.

SECTION 6
OTHER CONDITIONS, REQUIREMENTS AND/OR AMENDMENTS RELATING TO THE OPERATION OF THE
AGREEMENT
6.1

The Consortium Manager shall comply with any conditions, requirements and/or amendments to
the Agreement as stated in 6.1 of the Schedule or endorsed hereon.

SCOPE OF AUTHORITYSECTION 7
AUTHORISED CLASS(ES) OF BUSINESS AND COVERAGE(S)7.1

The Consortium Manager is authorised to bind insurances only of the class(es) and for thecoverage(s) stated in 7.1 of the Schedule, subject to the exclusions stated in Section 8.

SECTION 8
EXCLUDED CLASS(ES) OF BUSINESS AND COVERAGE(S)8.1

The following shall not be bound other than where specifically provided for in the Schedule:
8.1.1

war and civil war risks;

8.1.2

nuclear risks;

8.1.3

financial guarantee, financial default, bankruptcy or insolvency risks;

8.1.4

master policies issued to a group, association, organisation or club for the benefit of its
members under a group or mass marketed programme;

8.1.5

binding authorities, line slips or consortium agreements;

8.1.6

any other class(es) of business and coverage(s) as stated in 8.1.6 of the Schedule.
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SECTION 9TERRITORIAL LIMITATIONS
9.1

The Consortium Manager is authorised to bind insurances only for risks located in the territory(ies)stated in 9.1 of the Schedule;

9.2

The Consortium Manager is authorised to bind insurances only for insureds domiciled in the
territory(ies) stated in 9.2 of the Schedule;

9.3

The Consortium Manager is authorised to bind insurances with territorial limits not greater thanthose stated in 9.3 of the Schedule.

SECTION 10
MAXIMUM LIMITS OF LIABILITY OR SUMS INSURED
10.1

The Consortium Manager is authorised to bind insurances only up to the limits of liability or sums
insured stated in 10.1 of the Schedule.

SECTION 11
PREMIUMS, DEDUCTIBLES AND EXCESSES FOR INSURANCES BOUND
11.1

All gross premiums for insurances bound shall be calculated as stated in 11.1 of the Schedule;

11.2

The Consortium Manager shall incorporate deductibles and/or excesses in insurances bound as
stated in 11.2 of the Schedule.

SECTION 12
GROSS PREMIUM INCOME LIMIT
12.1

The Consortium Manager shall not bind total gross premium income in excess of the limit stated in
12.1 of the Schedule;

12.2

The Consortium Manager shall monitor the total gross premium income bound and shall promptly
notify the Following Underwriters if it becomes apparent that the total gross premium income islikely to exceed the percentage of the limit stated in 12.2 of the Schedule;

12.3

For the purposes of this Section, gross premium income shall be defined as all premiums andadditional premiums, less return premiums (before deductions of any commission(s) and excluding
any tax or policy or other charges).

SECTION 13
PERIOD OF INSURANCES BOUND
13.1

No insurance shall be bound for a period greater than that stated in 13.1 of the Schedule;

13.2

Every insurance bound shall incept during the period of the Agreement.

13.3

No insurance shall be bound further in advance of its inception date than the number of days
stated in 13.3 of the Schedule;

13.4

Each insurance bound shall run to its contractual expiry date, unless cancelled or terminated inaccordance with the insurance’s cancellation or termination provisions.

SECTION 14
AUTOMATIC OR TACIT RENEWAL OF INSURANCES BOUND
14.1

No insurance shall be bound which is subject to or is capable of automatic or tacit renewal, unlessotherwise agreed in writing by the Following Underwriters or where mandatory by reason of local
law or regulation.
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SECTION 15
PREMIUM FINANCE CONTRACTS
15.1

The Consortium Manager shall not enter into or permit others to enter into premium financearrangements.

COMMISSION(S), FEE(S) AND EXPENSESSECTION 16
COMMISSION(S) AND FEE(S)16.1

The maximum deductions allowable by the Consortium Manager in respect of insurances boundunder the Agreement shall be as stated in 16.1 of the Schedule.

16.2

Other than expenses as detailed in Sub-section 18.1, the Consortium Manager’s commission(s) orfee(s) shall be as stated in 16.2 of the Schedule;

16.3

Any profit commission(s) shall be calculated in accordance with the formula as stated in 16.3 of
the Schedule.

SECTION 17
REFUND OF UNEARNED COMMISSION(S)17.1

The Consortium Manager shall refund to the Following Underwriters any commission(s) or fee(s)allowed in accordance with Sub-sections 16.1 and 16.2 on all cancelled or terminated insurancesand return premiums, at the same rates at which such commission(s) or fee(s) was(were) originallyallowed to the Consortium Manager.

SECTION 18
EXPENSES
18.1

The Consortium Manager shall bear and pay all charges and expenses incurred by the Consortium
Manager in the operation of the Agreement except as agreed under Sub-section 23.6.

DOCUMENTATION FOR INSURANCES BOUND
SECTION 19
CONTRACT DOCUMENTATION
19.1

The Consortium Manager shall agree the wording of and sign, issue and/or execute contract
documentation, including endorsements, in respect of every insurance bound under the
Agreement;

19.2

Any application forms, proposal forms or contractual wordings set out at 19.2 of the Schedule
have been agreed with the Following Underwriters and the Consortium Manager shall not use any
variations of these without the agreement of the Following Underwriters.

CLAIMS AND COMPLAINTSSECTION 20
CLAIMS AND RECOVERIES
20.1

The Consortium Manager shall have authority (subject to complying with any procedures stated in20.1 of the Schedule and the Lloyd’s Claims Scheme) on behalf of the Following Underwriters:
20.1.1 to receive notice and acknowledge receipt of claims, adjust, agree and settle claims andpursue recoveries (provided that the Consortium Manager shall have no authority to agree
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or settle any claim or part thereof on an ‘ex gratia’ or ‘without prejudice’ basis or any
similar basis without the prior written agreement of the Following Underwriters);
20.1.2 to commence, pursue and defend any proceedings for the purpose of handling a claim or
pursuing any recovery, and in connection therewith to accept or authorise others to accept
service of proceedings or process and to refer disputes to arbitration or enter into any
mediation, alternative dispute resolution or any other negotiation in relation to any
disputes;
20.1.3 to instruct adjustors, surveyors, lawyers or any third parties to assist in the handling of any
claim, including in the pursuit of any recovery;
20.2

The Consortium Manager shall notify the Following Underwriters promptly of any claim or recovery
which gives rise to or is likely to give rise to any litigation.

SECTION 21
COMPLAINTS OR PROCEEDINGS
21.1

The Consortium Manager shall maintain proper records relating to the handling of complaints andshall make the records available to the Following Underwriters in a manner or format(s) agreed by
the Following Underwriters;

21.2

The Consortium Manager shall implement and maintain appropriate procedures to ensure thatcomplaints are dealt with in a prompt and reasonable way in compliance with all applicable laws
and regulation;

21.3

In all cases the Consortium Manager shall notify the Following Underwriters promptly upon
becoming aware of any matter arising out of the operation of or in connection with the Agreement
which:
21.3.1 is likely to adversely affect the reputation of the Following Underwriters or Lloyd’s;
21.3.2 may affect any legal or regulatory authorisations of Lloyd’s or any authorisations which theFollowing Underwriters have to conduct insurance business; or
21.3.3 may result in litigation or other legal or regulatory proceedings or action beingcommenced against Lloyd’s, the Following Underwriters or the Consortium Manager;

21.4

Where the Consortium Manager is aware of any legal or regulatory proceedings or actionscommenced against Lloyd’s, the Following Underwriters or the Consortium Manager arising out of
the operation of or in connection with the Agreement, the Consortium Manager shall provide theFollowing Underwriters with full details of the same.

REPORTING, RECORDS AND AGGREGATE EXPOSURESSECTION 22
RISKS WRITTEN BORDEREAU(X)/REPORTING AND AGGREGATE EXPOSURES
22.1

The Consortium Manager shall:
22.1.1 record all details of insurances bound under the Agreement;
22.1.2 send or make available to the Following Underwriters in a manner or format agreed bythem the risks written details and any adjustments thereto within the maximum number ofdays from the end of the reporting intervals as stated in 22.1.2 of the Schedule. If there isno activity during a particular reporting interval the Consortium Manager shall provide astatement to that effect;

22.2

The Consortium Manager shall:
22.2.1 record and monitor the aggregate exposures as defined in the 22.2.1 of the Schedule;
22.2.2 send or make available to the Following Underwriters details of the aggregate exposures
within the maximum number of days from the end of the reporting intervals stated in
22.2.2 of the Schedule;
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22.2.3 not bind total aggregate exposures in excess of the limits stated in 22.2.3 of the Schedule;
22.3

The Consortium Manager shall prepare statistical information as stated in 22.3 of the Schedule atthe interval(s) stated in 22.3 of the Schedule until every insurance bound under the Agreement
has expired or has otherwise been cancelled or terminated and where applicable until all claims
have been paid or otherwise resolved. The Consortium Manager shall send or make available to the
Following Underwriters such information within the maximum number of days from the end ofeach interval as stated in 22.3 of the Schedule.

SECTION 23
ACCOUNTING BORDEREAU(X)/REPORTING AND SETTLEMENTS
23.1

All premiums, paid claims, outstanding claims and expenses relating to insurances bound underthe Agreement shall be allocated and declared to the Agreement;

23.2

The Consortium Manager shall report the paid premiums to the Following Underwriters by:
23.2.1 preparing paid premium bordereaux in a manner or format(s) agreed by the Following
Underwriters; or
23.2.2 making the accounting information available to Following Underwriters in an alternative
manner agreed in advance by the Following Underwriters;
The accounting information shall be reported at the interval stated in 23.2 of the Schedule until
every insurance bound under the Agreement has expired or has otherwise been cancelled or
terminated;

23.3

If the Consortium Manager is responsible for the production of claims bordereaux as indicated in
23.3 of the Schedule, the Consortium Manager shall report paid claims and outstanding claims to
the Following Underwriters by:
23.3.1 preparing claims bordereaux in a manner or format(s) agreed by the Following
Underwriters; or
23.3.2 making the paid and outstanding claims information available to Following Underwriters in
an alternative manner agreed in advance by the Following Underwriters;
The claims information shall be reported at the interval stated in 23.3 of the Schedule until every
insurance bound under the Agreement has expired or has otherwise been cancelled or terminatedand all such claims have been paid or otherwise resolved;

23.4

All paid premium and, if applicable, claims information due from the Consortium Manager shall besent, or made available, to the Following Underwriters within the number of days from the end ofeach reporting interval as stated in 23.4 of the Schedule.
If there is no activity during a particular reporting interval, the Consortium Manager shall provide
a statement to that effect to the Following Underwriters within the number of days from the endof such reporting interval as stated in 23.4 of the Schedule;

23.5

It is acknowledged by the parties that settlements shall be remitted to the Underwriters inaccordance with the settlement terms agreed for each insurance bound under the Agreement;

23.6

Any fee(s) or charges that are agreed to be reimbursed by the Following Underwriters to theConsortium Manager as a deduction from the premium are as stated in 23.6 of the Schedule andshall be shown as part of the paid premium reporting.

SECTION 24
RECORDS, STATISTICAL INFORMATION AND AUDIT/INSPECTION
24.1

The Consortium Manager shall establish and maintain complete records relating to all insurances
bound, claims handled and recoveries pursued under the Agreement. Such records shall be andshall remain the property of the Consortium Manager;

24.2

The Consortium Manager shall permit Lloyd’s or any other regulatory body with jurisdiction overthe Following Underwriters, their managing agents or the Consortium Manager to have access toany of its business premises where the Consortium Manager carries on business which is the
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subject of the Agreement to inspect and audit the records, statistical information, accounts andbusiness processes relating to the operation of the Agreement. The Consortium Manager shall,unless prohibited by law, inform the Following Underwriters promptly of the results of any suchinspection or audit if they indicate that the Consortium Manager is not able to meet its obligations
under the Agreement;
24.3

The Consortium Manager shall retain all records, including electronic, relating to all insurances
bound, claims handled and recoveries pursued under the Agreement for a minimum period ofseven (7) years or for such longer period as may be required by local law;

24.4

The Consortium Manager shall provide or otherwise make available to the Following Underwriters
any information and copies of records as the Following Underwriters may reasonably require fromtime to time relating to the operation of the Agreement, insurances bound, claims arising andrecoveries pursued under the Agreement.

ADVERTISINGSECTION 25
ADVERTISING AND PROMOTIONAL MATERIAL
25.1

The Consortium Manager shall comply with the rules and guidelines issued by Lloyd’s from time totime for the use of Lloyd’s name and brand;

25.2

The Consortium Manager must agree with the Following Underwriters any specific marketing or
promotional material to be used in relation to the insurances to be bound under the Agreement or
for the promotion of the Consortium, including on any internet website, portal or similar online
system;25.3

No party to the Agreement shall use, in connection with the Consortium, the name or corporate
branding of any other party to the Agreement or any derivative thereof in any publicity,
promotional materials or other marketing documents without the prior written approval of thatparty. For the avoidance of doubt, this does not apply to any communications with brokers or
proposed policyholders referring specifically to the Agreement or the Consortium.

COMPLIANCE, REGULATORY AND GENERAL REQUIREMENTS
SECTION 26
LICENCES AND TAXES
26.1

It is the responsibility of the Consortium Manager in respect of performing its duties under the
Agreement:
26.1.1 to ensure that it (and where relevant its directors, officers or other individuals named in
the Agreement) maintains all necessary licences, authorisations, registrations andqualifications in order to perform its duties under the Agreement and where necessary toensure that all insurances bound are accepted through a properly licensed intermediary;and26.1.2 to ensure that the amount of any tax(es) due from insureds is checked, agreed, recorded
and apportioned correctly and the monies duly processed, including in respect of any
refunds of such tax(es) due to insureds;

26.2

All applicable tax(es) shall be shown separately on the documentation issued to the insured andnot concealed from the insured or the Following Underwriters;

26.3

The Consortium Manager shall promptly notify the Following Underwriters of any tax inspection or
audit in relation to the Agreement or any insurance bound under the Agreement and of the resultsof such inspection or audit.

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SECTION 27
FEE(S) AND CHARGES
27.1

Policy, service and other fee(s) and charges applied by third parties and agreed to by theConsortium Manager in relation to insurances bound under the Agreement shall not breach any
local law(s) or regulation(s). All such policy, service and other fee(s) and charges shall be shown
separately on the documentation issued to the insured and not concealed from the insured or the
Following Underwriters.

SECTION 28
BUSINESS CONTINUITY
28.1

The Consortium Manager shall maintain and implement an adequate business continuity anddisaster recovery plan. The plan shall ensure the Consortium Manager’s ability to continue toperform its obligations under the Agreement. The Consortium Manager shall carry out regulartesting and updating of the plan.

SECTION 29
CONFIDENTIALITY
29.1

Each party (‘Receiving Party’) undertakes that it shall not at any time disclose to any person andshall treat as confidential all Confidential Information except as expressly permitted in writing by
the party disclosing the Confidential Information or by Sub-section 29.2. For the purposes of thisSection 29 “Confidential Information” means all information (whether written, oral or inelectronic form) concerning the business and affairs of another party that the Receiving Party
obtains or receives directly or indirectly as a result of the discussions leading up to the Agreement
or the entering into or the performance of the Agreement and shall include (but not be limited to)
information of a confidential nature relating to policies and policyholders and the business affairs,
strategies, commercial and technical knowledge of that other party. A Receiving Party may only
use Confidential Information for the purposes of the Agreement;

29.2

A Receiving Party may disclose Confidential Information:
29.2.1 to its employees, officers, external auditors, professional advisers, consultants who needto know such information for the purposes of enabling the Receiving Party to carry out its
obligations under the Agreement. Each Receiving Party shall use all reasonable endeavours
to ensure that its employees, officers, external auditors, professional advisers, consultants
to whom it discloses Confidential Information comply with this Section 29;
29.2.2 where required by law, court order or any governmental or regulatory authority provided
that, subject to any legal or regulatory obligations that apply to the Receiving Party, theReceiving Party shall give notice to the party disclosing the Confidential Information that it
proposes to disclose the Confidential Information;
29.2.3 where the Confidential Information is now in or comes into the public domain otherwise
than as a result of a breach of this Section 29; and29.2.4 where the Confidential Information is already known by the Receiving Party incircumstances when it was not bound by any form of confidentiality obligation;

29.3

In the event of a breach or a suspected breach of its obligations under this Section 29 a Receiving
Party must notify the party disclosing the Confidential Information promptly and use all reasonableendeavours, at its own cost, to remedy or mitigate the effects of such a breach.

SECTION 30
CONFLICTS OF INTEREST
30.1

In performing its duties under the Agreement, the Consortium Manager must act in what it
believes to be the interests of all the Underwriters and ensure that it has no actual or potential
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conflicts of interest with the Following Underwriters which may impair the Consortium Manager's
performance of its duties under the Agreement;
30.2

The Consortium Manager shall not be treated as contravening Sub-section 30.1 because of theexistence of a conflicting interest if the existence, nature and extent of that interest has been
fully disclosed to the Following Underwriters and the Following Underwriters have agreed that theConsortium Manager may continue to act for them despite that interest.

SECTION 31
COMPLIANCE WITH THE LAW AND FINANCIAL CRIME
31.1

Without prejudice to any of the rights or obligations otherwise specified in the Agreement, theConsortium Manager shall comply with all applicable laws for the legal and proper solicitation andhandling of all insurances bound or intended to be bound under the Agreement, and shall use its
best endeavours to ensure that any other parties with whom it deals in carrying out its duties
under the Agreement comply with such laws where applicable;

31.2

The Consortium Manager shall not undertake any activity in any way that would constitute a
criminal act or which would expose the Following Underwriters to any criminal sanction;

31.3

The Consortium Manager shall conduct its business in accordance with all relevant anti-money
laundering and international economic or financial sanctions legislation;

31.4

The Consortium Manager, on behalf of the Following Underwriters, shall not provide cover or pay
any claim or provide benefit hereafter to the extent that the provision of such cover, payment ofsuch claim or provision of such benefit would expose the Consortium Manager and/or the
Following Underwriters to any sanction, prohibition or restriction under any applicableinternational economic or financial sanctions legislation;

31.5

The Consortium Manager shall not accept, offer or facilitate payment, consideration, or any otherbenefit, which constitutes an illegal or corrupt practice contrary to any applicable anti-bribery
legislation;

31.6

The Consortium Manager shall maintain on an ongoing basis appropriate systems, procedures andcontrols designed to prevent any breach of this Section 31.

SECTION 32
DATA PROTECTION
32.1

The Consortium Manager shall comply with its obligations under the relevant local data protection
legislation, whether as data controller or data processor (as appropriate). The term "local dataprotection legislation" shall include all applicable statutes and regulations in any jurisdiction
pertaining to the processing of personal data, including the privacy and security of personal data;

32.2

In addition to Sub-section 32.1 the Consortium Manager agrees that, where it processes personal
data for any managing agent of a Following Underwriter as such managing agent's data processor
under or in connection with the Agreement, it shall:
32.2.1 only carry out such processing to the extent reasonably necessary for the performance by
it of its obligations under the Agreement (including, without limitation, for the purposesof providing insurance to insureds and prospective insureds and of handling claims subject
to and in accordance with the Agreement);
32.2.2 only carry out such processing on such managing agent’s instructions from time to time;
32.2.3 not authorise or allow any sub-contractor to process any such personal data unless anduntil the Consortium Manager has (i) notified such managing agent of such sub-processing;and (ii) entered into a written sub-contract with the sub-contractor that includes terms
relating to the processing of such personal data which are at least as onerous as those inthis Section 32;
32.2.4 implement appropriate technical and organisational measures to protect such personal
data against accidental or unlawful destruction or accidental loss, alteration, unauthorised
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disclosure or access, and against all other unlawful forms of processing (each a “personal
data security breach”);
32.2.5 notify the managing agent promptly of it becoming aware of a personal data security
breach in accordance with Sub-section 29.3;
32.2.6 at no additional cost, promptly provide such information to the managing agent as it may
reasonably require to allow it to comply with its obligations as a data controller underlocal data protection legislation and the rights of data subjects, including (without
limitation) to enable compliance with (i) data subject access rights and (ii) information
notices served by any data protection authority;
32.2.7 at no additional cost, keep or cause to be kept full and accurate records relating to allprocessing of personal data in relation to the Agreement, and shall, during normal
business hours, grant the managing agent and any external auditors or otherrepresentatives appointed by the managing agent a right of access to, and a right to takecopies of, such records and the Consortium Manager shall provide all reasonable assistanceto the managing agent in exercising such audit rights. The Consortium Manager’s
obligations under this Sub-section 32.2.7 shall continue throughout the term of theAgreement and for a period of seven (7) years thereafter or such other period as the
managing agent may reasonably require or as may be required pursuant to any applicablelaw or regulation; and32.2.8 take reasonable steps to ensure the reliability of all employees and other personnel thathave access to such personal data;
32.3

For the purposes of this Section 32:“data controller” means the person which, alone or jointly with others, determines the purposes
and means of the processing of personal data;“data processor” means the person which processes personal data on behalf of the data
controller;“data subject” means the identified or identifiable natural person to whom the personal data
relates;“personal data” means any information relating to an identified or identifiable natural person,
including any information identified as such in the local data protection legislation; and“processing” means, in respect of any information or data, obtaining, recording or holding theinformation or data or carrying out any operation or set of operations on the information or data,
including, without limitation, the (i) organisation, adaptation or alteration of the information or
data; (ii) retrieval, consultation or use of the information or data; (iii) disclosure of theinformation or data by transmission, dissemination or otherwise making available; or (iv)alignment, combination, blocking erasure or destruction of the information or data.

TERMINATION AND NON-RENEWALSECTION 33
TERMINATION
Termination with Notice
33.1

Without prejudice to the terms of Sub-sections 33.2 and 33.3, the Agreement may be terminatedat any time by the Following Underwriters or the Consortium Manager giving notice to the otherwhich is not less than the number of days' notice as stated in 33.1 of the Schedule.

Delivery of Notice33.2

Any notice of termination shall be in writing and shall be delivered by hand or sent by pre-paiddelivery service providing proof of delivery:
33.2.1 in the case of notice to the Consortium Manager, to the Consortium Manager’s address as
stated in the attached Table of Security;
Page 14 of 21

33.2.2 in the case of notice to the Following Underwriters, to the address(es) stated in 33.2.2 of
the attached Table of Security;
33.3

Any notice of termination shall be deemed to have been received:
33.3.1 if delivered by hand on signature of a delivery receipt or at the time the notice is left at
the proper address; or
33.3.2 if sent by pre-paid delivery service at the time recorded by the delivery service.

Right of Immediate Termination
33.4

The Following Underwriters or the Consortium Manager (each a “relevant party”) may terminate
the Agreement at any time with immediate effect by giving written notice in accordance with Subsection 33.2 upon the occurrence of any of the events set out in Sub-sections 33.4.1 to 33.4.4
inclusive:
33.4.1 a material breach by a relevant party of any of the provisions of the Agreement (in thecase of a breach capable of remedy, where the breach has not been remedied within 30
days after notice is given to do so);33.4.2 the managing agent of any of the syndicates whose numbers are shown in the attached
Table of Security ceases to accept new or renewal business on behalf of that syndicate;
33.4.3 the managing agent of any of the syndicates whose numbers are shown in the attached
Table of Security is merged with, acquired by or otherwise absorbed by any individual,
corporation or other business entity or organisation of any kind;33.4.4 a relevant party’s ability to carry out its obligations under the Agreement is likely to bematerially impaired by reason of circumstances or events other than those stated in Subsections 33.4.1 to Sub-sections 33.4.3.

Automatic Termination
33.5

Unless the Following Underwriters specifically agree to the contrary in writing (except in the caseof any of the events described in Sub-sections 33.5.1, 33.5.7 and 33.5.8), the Agreement shallterminate automatically and immediately if the Consortium Manager:
33.5.1 goes into liquidation whether compulsorily or voluntarily (otherwise than a voluntary andsolvent liquidation for the purposes of reconstruction or amalgamation pursuant to ascheme previously agreed between the parties);
33.5.2 enters into, or any step is taken (whether by its board of directors or otherwise) towards
entering into a composition or arrangement with its creditors or any class of them,including but not limited to, a company voluntary arrangement or a scheme ofarrangement;
33.5.3 suffers any action in consequence of default by it in its obligations in respect of any
material indebtedness for borrowed moneys;
33.5.4 has an administration order made in respect of it;
33.5.5 stops or threatens to stop generally payment of its debts or ceases or threatens to cease
to carry on its business (otherwise than in connection with or in pursuance of a winding-up
for the purpose of a reconstruction or amalgamation pursuant to a scheme previously
agreed between the parties) or is deemed for the purpose of section 123 of the Insolvency
Act 1986 to be unable to pay its debts;
33.5.6 has an administrative receiver or other receiver or other similar official appointed over all(or substantially all) of its undertakings and assets;
33.5.7 fails to have in full force and effect any authorisation, approval, licence, permission orconsent necessary in order to perform its obligations under the Agreement; or
33.5.8 receives from the Lloyd's Franchise Board a written direction or order for immediate
termination.

Page 15 of 21

SECTION 34
EFFECT OF TERMINATION OR NON RENEWAL
34.1

In the event that notice of termination of the Agreement is served by the Following Underwriters
or the Consortium Manager under Sub-section 33.1, the Consortium Manager and the Following
Underwriters agree that at any time during the period of such notice of termination of theAgreement:
34.1.1 the Consortium Manager shall have no authority to extend the period of insurance orcancel and replace under the Agreement insurances already bound without the priorwritten consent of the Following Underwriters;
34.1.2 the Following Underwriters shall have the right to instruct the Consortium Manager, by
written notice sent to the Consortium Manager, to cease forthwith to offer terms, holdcovered or bind insurances (other than insurances that the Consortium Manager is legallyobliged to bind);

34.2

Once the Agreement has terminated (in accordance with Section 33 or by reason of non-renewal of
the Agreement) the Consortium Manager shall:
34.2.1 except as stated in Sub-section 34.4, have no authority to offer terms, bind insurances,
renew, cancel, extend, amend or alter in any way insurances already bound without theprior written consent of the Following Underwriters;
34.2.2 shall continue to perform its obligations in accordance with the terms and conditions of theAgreement until every insurance bound under the Agreement has expired or has otherwise
been cancelled or terminated and, in respect of claims arising under such insurances, until
all such claims have been paid or otherwise resolved unless otherwise instructed in writingby the Following Underwriters;

34.3

Where the Agreement has automatically terminated pursuant to Sub-section 33.5.7 or Sub-section
33.5.8, and/or because the Consortium Manager otherwise ceases to have the required
authorisation or right (or any relevant exemption therefrom), the Consortium Manager will not be
under the duty referred to in Sub-section 34.2.2 if its obligations under the Agreement would, if
performed, cause it to be in breach of any applicable regulatory prohibition or (as the case maybe) the terms of any written direction or order for immediate termination received from the
Lloyd's Franchise Board. In such circumstances the Consortium Manager shall be under a duty to cooperate with and implement all reasonable instructions from the Following Underwriters to effectthe transfer of servicing of the insurances bound by the Consortium Manager to the Following
Underwriters or to such parties as the Following Underwriters may appoint;

34.4

In the event of non-renewal of the Agreement, with effect from the date of non-renewal, theConsortium Manager shall retain the authority under the Agreement to cancel, amend or alter (butnot extend the period of or renew) insurances already bound until every such insurance has
expired or has otherwise been cancelled or terminated and, in respect of claims arising under suchinsurances, until all such claims have been paid or otherwise resolved;

34.5

The termination of the Agreement, howsoever arising, shall be without prejudice to the rights andobligations of the parties which may have accrued prior to the date of such termination or thecontinuation of any provision expressly stated to survive or implicitly surviving termination.

MISCELLANEOUS
SECTION 35
GENERAL INTERPRETATION
35.1

In the Agreement, words importing the singular shall include the plural and vice versa; headings
are included for ease of reference and convenience only and shall not affect the interpretation of
the Agreement; and references to “law” include references to any applicable, common or
customary law and any treaty, constitution, statute, legislation, decree, rule, regulation,
judgement, order, writ, injunction, determination, award or other legislative or administrative
measure or judicial or arbitral decision in any jurisdiction which has the force of law orcompliance with which is in accordance with the general practice of such jurisdiction (and “legal”
shall be interpreted accordingly);
Page 16 of 21

35.2

All obligations expressed to be assumed by the Consortium Manager pursuant to the terms of theAgreement relate only to insurances bound under the Agreement or (as the case may be) apply
only in respect of the operation of the Agreement.

SECTION 36
ENFORCEABILITY CLAUSE
36.1

In the event any portion of the Agreement is found to be invalid or unenforceable under any
applicable law, that portion of the Agreement shall be disapplied to the extent necessary tocomply with such applicable law, and the remainder of the Agreement shall remain in full force
and effect.

SECTION 37
NO WAIVER OF RIGHTS
37.1

The rights which the parties each have under the Agreement shall not be prejudiced or restrictedby any indulgence or forbearance extended to the other. No waiver by a party in respect of abreach of the Agreement shall operate as a waiver in respect of any subsequent breach.

SECTION 38
NO PARTNERSHIP
38.1

Nothing in the Agreement shall constitute or be deemed to constitute a partnership between anyof the parties.

SECTION 39
RIGHTS OF THIRD PARTIES
39.1

Section 32 (Data Protection) is enforceable by each of the managing agents of the Following
Underwriters.

39.2

Except as expressly provided in section 39.1, a person who is not a party to the Agreement has noright under the Contracts (Rights of Third Parties) Act 1999 or other equivalent legislation to
enforce any term of the Agreement but this does not affect any right or remedy of a third party
which exists or is available apart from that Act.

SECTION 40
SEVERAL LIABILITY
40.1

The liability of the Underwriters is several and not joint and is limited solely to the extent of theirindividual proportions as shown in the attached Table of Security. The Underwriters are notresponsible for the subscription of any co-subscribing Underwriter or any other insurer or coinsurer who for any reason does not satisfy all or part of its obligations.

SECTION 41
JURISDICTION AND GOVERNING LAW
41.1

The Agreement and any non-contractual dispute or obligation arising out of or in connection withit shall be subject to the law of England and Wales and to the exclusive jurisdiction of the courtsof England and Wales.

LMA3145
16 June 2017

Page 17 of 21

SCHEDULE
This Schedule forms part of and incorporates by reference LMA3145 (the ‘Agreement’), which Agreement
is identified by the Agreement Number and Unique Market Reference Number stated below. For the
purposes of interpretation, the contents of this Schedule shall have meaning only as provided for in theAgreement.
Agreement Number:
Unique Market
Reference Number:
The Consortium
Manager:
Address:

Name ofConsortium:
Consortium Number(if known)

AGREEMENTSECTION NUMBER

NARRATIVE

Sub-section 2.1

PERIOD:

From:{Inception Date}

To:{Expiry Date}
Both days inclusive, any timezone

Sub-section 3.1

THE PERSON(S) RESPONSIBLE FOR THE OVERALL OPERATION AND CONTROL:

Sub-section 3.2

THE PERSON(S) AUTHORISED TO BIND INSURANCES:

Sub-section 3.3

THE PERSON(S) WITH OVERALL RESPONSIBILITY FOR THE ISSUANCE OF DOCUMENTS
EVIDENCING INSURANCES BOUND:

Sub-section 3.4

THE PERSON(S) AUTHORISED TO EXERCISE ANY CLAIMS AUTHORITY:

Sub-section 4.1.3

GRANT OF AUTHORITY:

Sub-section 6.1

OTHER CONDITIONS, REQUIREMENTS AND/OR AMENDMENTS RELATING TO THE
OPERATION OF THE AGREEMENT:

Sub-section 7.1

AUTHORISED CLASS(ES) OF BUSINESS AND COVERAGE(S):(subject to the terms, conditions, exclusions and limitations of theAgreement)
Sub-section 8.1.6

OTHER EXCLUDED CLASS(ES) OF BUSINESS AND COVERAGE(S):Sub-section 9.1

RISKS LOCATED IN:

Sub-section 9.2

INSUREDS DOMICILED IN:

Sub-section 9.3

TERRITORIAL LIMITS:

Sub-section 10.1

MAXIMUM LIMITS OF LIABILITY OR SUMS INSURED:

Sub-section 11.1

BASIS FOR THE CALCULATION OF GROSS PREMIUMS:

Sub-section 11.2

DEDUCTIBLES AND/OR EXCESSES:

Sub-section 12.1

GROSS PREMIUM INCOME LIMIT:

Sub-section 12.2

NOTIFIABLE PERCENTAGE OF THE LIMIT NOT TO EXCEED:

Sub-section 13.1

PERIOD OF INSURANCES BOUND:{ } months
MAXIMUM PERIOD OF INSURANCES BOUND:{ } months including odd timeSub-section 13.3

MAXIMUM ADVANCE PERIOD FOR INCEPTION DATES:{
Sub-section 16.1

} daysMAXIMUM DEDUCTIONS ALLOWABLE FOR INSURANCES BOUND:Sub-section 16.2

THE CONSORTIUM MANAGER’S COMMISSION(S) OR FEE(S):Sub-section 16.3

PROFIT COMMISSION(S):

Sub-section 19.2

APPLICATION OR PROPOSAL FORMS, WORDINGS, CONDITIONS, CLAUSES, ENDORSEMENTS,
WARRANTIES APPLICABLE TO INSURANCES BOUND:

Sub-section 20.1

PROCEDURE FOR THE HANDLING AND SETTLEMENT OF CLAIMS AND PURSUINGRECOVERIES:

Sub-section 22.1.2

RISKS WRITTEN REPORTING INTERVAL:*monthly / quarterly*(Delete as applicable)

MAXIMUM NUMBER OF DAYS FOR REPORTING/SUBMISSION OF RISKS WRITTENBORDEREAU(X):{} days

Sub-section 22.2.1

BASIS OF MONITORING AGGREGATE EXPOSURES:

Sub-section 22.2.2

AGGREGATE REPORTING INTERVAL:*monthly / quarterly*(Delete as applicable)
MAXIMUM NUMBER OF DAYS FOR REPORTING/SUBMISSION OF AGGREGATE EXPOSURES:{} days

Sub-section 22.2.3

MAXIMUM TOTAL AGGREGATE LIMIT(S):Sub-section 22.3

STATISTICAL INFORMATION REQUIRED BY THE FOLLOWING UNDERWRITERS:REPORTING INTERVAL(S):*monthly / quarterly*(Delete as applicable)
MAXIMUM NUMBER OF DAYS:{} daysSub-section 23.2

PAID PREMIUM REPORTING INTERVAL:*monthly / quarterly*(Delete as applicable)
Sub-section 23.3

CLAIMS BORDEREAUX/REPORTING (PAID AND OUTSTANDING) TO BE PRODUCED/PROVIDED
BY THE CONSORTIUM MANAGER:*Yes / No
CLAIMS REPORTING INTERVAL:*monthly / quarterly*(Delete as applicable)
Sub-section 23.4

MAXIMUM PERIOD FOR REPORTING/SUBMISSION OF BORDEREAUX:{} days

Sub-section 23.6

FEE(S) AND CHARGES TO BE DEDUCTED BY THE CONSORTIUM MANAGER:

Sub-section 33.1

NUMBER OF DAYS NOTICE OF TERMINATION:{
LMA3145
16 June 2017

} daysTable of Security

CONSORTIUM MANAGER MANAGING AGENT OF THE LEAD
UNDERWRITERS

ADDRESS AND EMAILPERCENTAGE

ADDRESS%MANAGING AGENT OF THE LEAD UNDERWRITERS:VARIABLE REFERENCE REQUIRED:(Y/N)

Delete as applicable

LEAD UNDERWRITERS - STAMP, REFERENCE, SIGNATURE AND DATEMANAGING AGENT OF THE
FOLLOWING UNDERWRITERS

ADDRESS AND EMAILADDRESSPERCENTAGE%

FOLLOWING UNDERWRITERS - STAMP, REFERENCE,
SIGNATURE AND DATEVARIABLE
REFERENCEREQUIRED: Y/N