system: You are a contract-analysis assistant performing a span-extraction task. You are given an excerpt from a commercial contract and the name of a clause type to locate within it.

Return the exact text of the requested clause, copied verbatim from the excerpt — identical wording and punctuation, with no paraphrasing, summarising, explanation, or added commentary.

The excerpt is one window of a much longer contract and often will not contain the requested clause. If the requested clause does not appear in this excerpt, respond with exactly: Not found.

Output only the extracted clause text, or the exact string `Not found.` — nothing else.

user: Contract excerpt:
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that they are duly authorized representatives of the respective Parties, fully willing and able to execute this Agreement. 8. Assignment. MICOA may assign this Agreement to its parent, affiliate, or subsidiary corporations who are licensed insurers upon written notice to Agency. Agency may not assign this Agreement without the written permission of MICOA or its successors or assigns. 9. Resolution of Disputes. In the event of any dispute arising out of this Agreement, MICOA and Agency agree to submit such dispute to arbitration as follows: a. There shall be three arbitrators; one shall be selected by the Agency, one shall be selected by MICOA, and a third shall be selected by those two arbitrators. If the two arbitrators cannot agree on the selection of a third, American Arbitration Association's regional office closest to Agency's main office shall be requested to appoint the third arbitrator. b. The determination of the arbitrators shall be final and binding upon the Agency and MICOA. c. Neither MICOA nor the Agency shall be entitled to punitive and/or exemplary damages. -6- d. The arbitration shall be conducted in accordance with the procedures of the above referenced regional office of the American Arbitration Association. The Agency and MICOA shall pay the cost of their arbitrator and share equally in the expense of the third arbitrator. e. Either Party, may where permitted by the law of Nevada, enter judgment upon the arbitrators' award. 10. Year 2000 Compliance. Agency must at times assure that any of its computers, data processing systems, software components, and network arrangements use for MICOA business completely and accurately, present, produce, store and calculate all dates after December 31, 1999; and that they will not produce abnormally ending or incorrect results involving such dates as used in any forward or regression data based functions. All such items must yield date-related functionalities and date fields which accurately indicate the century and millennium and correctly perform all calculations involving a four digit year field. Signed and effective this 25th day of May, 1999. AGENCY By: /s/ Terrence L. Walsh ------------------------------------ Its: President MICOA By: /s/ Thomas C. Payne, M.D. ------------------------------------ Thomas C. Payne, M.D. Secretary/Treasurer -7- EXHIBIT A AGENCY AGREEMENT SCHEDULE OF COMMISSIONS AND WRITTEN PREMIUM New Business Policies: 12% of the annual premium Renewal Policies: 12% of the annual premium Appointed agents who are not a party to a current MICOA agency contract and/or are not affiliated with an agency which has an agency contract will receive a 1% commission rate for all lines of business stated above. Commission will decrease by .5% effective 10/1/99 as part of a repayment program under a project memorandum dated 4/7/99. This decrease will stay in effect until SC&W reaches $10MM in premium or at a maximum of 10 years. -8- April 7, 1999 Mr. Terrence Walsh Stratton, Cheeseman & Walsh, Inc. 1301 N. Hagadorn East Lansing, MI 48823 RE: NEVADA DEPARTMENT PROJECT MEMORANDUM Dear Terry: In response to MICOA's request to develop a complete insurance distribution system for Nevada, including physicians professional liability and personal and commercial insurance by July 1999, Stratton, Cheeseman & Walsh, Inc. (SC&W) has spent and will continue to spend a substantial amount of time and money. In recognition that these expenditures will directly benefit MICOA, SC&W and MICOA agree to the following: - During the first two years of developing the Nevada distribution system, a portion of the start up costs will be shared. Subject to compliance with a detailed budget developed by SC&W and MICOA, these reimbursable costs shall include: - Salaries and benefits for SCW-Nevada, Inc. employees and agents. - 20% of your total personal benefits and salary, and 100% of your personal travel expenses incurred with respect to the Nevada office, which respective percentages are intended to recognize your personal support of MICOA's Nevada initiative. - Legal expenses directly attributable to the Nevada initiative. - Nevada office set up. - Consultant's expenses paid by SC&W in direct support of the initiative. - The above costs are to be designated and itemized in the preapproved budget and reimbursed by MICOA at 100% for the first full year of development and 50% for the second year. It is agreed that the first year began effective October 1, 1997. - All other costs attributable to the normal operation of the Nevada insurance agency site are the sole responsibility of SC&W. - After the first two years (i.e. after October 1, 1999) all expenses will be borne by SC&W and those amounts paid to SC&W
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Extract the exact clause related to "Non-Transferable License" from the excerpt above.

assistant: Not found.