in the following order: (i) this Agreement, (ii) the Schedule(s).
9.15. Survival of Terms. The provisions contained in this Agreement that by
their context are intended to survive termination or expiration will survive.
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9.16. Acknowledgement. THIS AGREEMENT SHALL BE CONSTRUED WITHOUT REGARD TO THE
PARTY OR PARTIES RESPONSIBLE FOR THE PREPARATION OF THE SAME AND SHALL BE DEEMED
AS PREPARED JOINTLY BY THE PARTIES HERETO. ANY AMBIGUITY OR UNCERTAINTY EXISTING
HEREIN SHALL NOT BE INTERPRETED OR CONSTRUED AGAINST ANY PARTY HERETO ON THE
BASIS OF HAVING DRAFTED THE AGREEMENT. EACH OF THE PARTIES STATES THAT IT HAS
READ EACH OF THE PARAGRAPHS OF THIS AGREEMENT, HAS HAD THE OPPORTUNITY TO AVAIL
ITSELF OF LEGAL COUNSEL OF ITS CHOICE DURING NEGOTIATIONS OF THIS AGREEMENT, AND
IS FREELY AND VOLUNTARILY ENTERING INTO THIS AGREEMENT UNDER NO DURESS AND THAT
IT UNDERSTANDS THE SAME AND UNDERSTANDS THE LEGAL OBLIGATIONS THEREBY CREATED.
IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have
caused this Agreement to be executed by their duly authorized representative.
AGENT: CREATIVE INSURANCE MANAGERS, INC.
/s/ Phillip A. Williams
Phillip A. Williams, President CUSTOMER: SUB-CONTRACTING CONCEPTS, INC.
/s/ Steven Rothman
Steven Rothman, CEO, Coach Industries Group, Inc.
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EXHIBIT A
SCHEDULE NO. 1
Pursuant to the Exclusive Agency Agreement between Creative Insurance Managers,
Inc. ("Agent") and Sub-Contracting Concepts, Inc. (the "Customer"), dated
October 1, 2006 (the "Agreement"), the following Products and/or Services are
hereby authorized by the Customer and agreed to be procured and/or performed by
Agent, in accordance with the Agreement.
1. Product and/or Services:
Occupational Accident;
Contract Liability (a/k/a Contingent Worker's Compensation);
Worker's Compensation;
2. Fees and Commissions:
Agent will receive its negotiated commission for each Product or Service
pursuant to the underwriting carriers' established rates, policies and
practices.
3. Schedule:
Accepted and agreed:
I It is expressly understood and agreed by Customer and Agent that (a) the terms
and conditions of the Agreement are incorporated herein by reference, (b) this
Schedule will be deemed an amendment to and part of the Agreement, and (c) in
the event of any conflict between the provisions of this Schedule and the
Agreement, the provisions of the Agreement will govern.
AGENT: CREATIVE INSURANCE MANAGERS, INC.
Phillip A. Williams, President
CUSTOMER: SUB-CONTRACTING CONCEPTS, INC.
Steven Rothman, CEO, Coach Industries Group, Inc.
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EXHIBIT B
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
This Confidentiality and Non-Disclosure Agreement (the "Agreement") is made by
and between Creative Insurance Managers, Inc. ("Agent") and Sub-Contracting
Concepts, Inc. ("Customer") and shall remain in force for the Term of this
Agreement.
1. In connection with the consideration of a possible engagement between the
Customer and Agent, the Customer or its Representatives (as such term is defined
herein) and Agent will furnish to each other, Confidential Information (as such
term is defined herein) related to the business and operations of the Customer
and Agent, respectively. As used herein, the term "Representatives" shall mean,
the Customer's directors, officers, employees, agents, consultants, advisors, or
other representatives including legal counsel,