COMPANY SYSTEMS and NETWORK ACCESS

The Agent shall have limited access to the Company's computer systems, software and network offerings on the condition that the Agent agrees to use the network and to reasonably maximize its use and also agrees to the following terms, conditions, rules and procedures, as the Company may establish or change from time to time:

1. When using the Network to enter new business, policy change, or other information about coverages or insureds, the Agent will comply with all underwriting guidelines, rules and regulations and will adhere to restrictions on binding authority and other applicable terms of this Agreement.

2. The Agent will make every reasonable effort to assure that:

a. Data is entered correctly,

b. Errors are corrected promptly upon discovery, and

c. The Company is notified of errors whenever appropriate.

3. The Agent may gain access via the Company network to information and programs considered proprietary and confidential. The Company considers all network information confidential and access is restricted to those designated to perform the Company's business.

4. The Agent will protect and keep confidential all company proprietary information and the Agent will not attempt to gain access to any of the Company's database and systems that are not shared with the Agent. The Agent will protect and preserve the confidentiality of policyholder and prospective policyholder information consistent with all applicable state and federal laws and regulations.

5. The Agent assumes responsibility for any use made of the Company network and the Agent will take measures to protect the confidentiality of access codes, passwords, user ID's, or other access methods. The Agent will not permit anyone to have access to the Company network, directly or indirectly, except those persons designated by the Agent. Failure to restrict access will constitute a material breach of this Agreement. Use of the Company network is limited to the Agent's employees and others approved by the Company.

6. The Company reserves the right to modify, limit, or eliminate the Agent's access to the Company network or any of the network's features at any time and for any reason.

7. The Agent will notify the Company immediately if the Agent becomes aware of any unauthorized use of or access to the Company network.

8. Upon termination of this Agreement, the Agent's obligation to maintain the confidentiality of the Company's proprietary information survives termination. In addition, the Agent is obligated to cease use of and remove or erase all programs and software that the Company provided, from the Agent's computer systems and/or return them to the Company, at the Company's discretion.

9. Upon notice of termination, the Company may choose to allow the Agent to retain Network access in order to process changes to existing policies. Any such access shall continue to be governed by these provisions, notwithstanding any termination of this Agreement.

10. The Agent shall purchase, lease or otherwise provide equipment reasonably suited for the electronic processing of the Company transactions. The Agent will also pay for and provide the phone line required for interface configuration including, but not limited to, monthly service fees, installation costs and maintenance charges.

11. The Agent is responsible for any and all expenses associated with hardware and software necessary for download and upload, including data transmission media (cable lines, satellite equipment, etc.) support, Internet access, maintenance, upgrades and training. When applicable, the Agent will make a commercially reasonable effort to upgrade to the latest version of agency management system software within a reasonable amount of time.

12. The Company shall provide, at the Agent's request, an initial database load to the Agent's management system vendor.

13. The Agent will retrieve electronic transactions on a regular basis and will immediately notify the Company of any problems in retrieving downloaded policy information.

14. The Agent will upload electronic transactions on a regular basis and will immediately notify the Company of any problem encountered in uploading the policy information.

15. In the case of both downloads and uploads, the Company shall not be responsible for data corrupted due to media transfer or reformatting performed by the Agent or the Agent's vendor. If data is transferred or accessed via the Internet, and/or such other on-line medium as may be applicable, it may not perform as intended, and that transmission of information on-line, over the Internet, or via electronic means may be insecure, unstable and/or unreliable. The Company shall not be responsible or liable for any damages, claims, losses or expenses arising out of or in connection with the foregoing, even if the Company has been advised of the possibility of such damages, claims, losses or expenses.

16. In the event the Company may provide the Agent with hardware, software, or services which are subject to or governed by licenses, contracts or similar agreements between the Company and a third party, the Agent will abide by the terms and conditions of such licenses, contracts or similar agreements which are communicated to the Agent.