CYBER and DATA LIMITED EXCLUSION ENDORSEMENT 2 (for attachment to US General Liability and Excess Liability forms)

1 Notwithstanding any provision to the contrary within this Policy or any endorsement thereto this Policy does not apply to any actual or alleged loss, damage, liability, claim, fine, penalty, cost or expense of whatsoever nature directly or indirectly caused by, contributed to by, resulting from, arising out of or in connection with any:

1.1 Cyber Act or Cyber Incident including, but not limited to, any action taken in controlling, preventing, suppressing or remediating any Cyber Act or Cyber Incident;

1.2 Data Breach; or

1.3 other loss of use, reduction in functionality, repair, replacement, restoration, reproduction, loss of, damage to, corruption of, inability to access or inability to manipulate or theft of any Electronic Data, including any amount pertaining to the value of such Electronic Data

regardless of any other cause or event contributing concurrently or in any other sequence thereto, unless subject to the provisions of paragraph 2.

2 Paragraph 1 of this Exclusion does not apply in respect of any actual or alleged loss, damage, liability, claim, cost or expense for and/or arising out of:

2.1 any Bodily Injury (however, this sub-paragraph 2.1 does not apply to mental injury, mental anguish, shock or humiliation), or;

2.2 any Property Damage

resulting from or arising out of a Cyber Incident, a Cyber Act or a Data Breach.

Nothing contained in the foregoing shall provide any coverage for any costs incurred by an

Insured in controlling, preventing, suppressing or remediating 1.1, 1.2 or 1.3 above.

3 For the avoidance of doubt, this policy does not cover notification costs, crisis consultancy costs, credit monitoring expenses, replacement of actual credit or payment cards, forensic expenses, public relations expenses or legal advice and services arising out of or in connection with a Data Breach.

Definitions

For the purpose of this Endorsement only, the following Definitions will apply:

4 Computer System means any computer, hardware, software, communications system, electronic device (including, but not limited to, smart phone, laptop, tablet, wearable device), server, cloud or microcontroller including any similar system or any configuration of the aforementioned and including any associated input, output, data storage device, networking equipment or back up facility, owned or operated by the Insured or any other party.

5 Cyber Act means an unauthorised, malicious or criminal act or series of related unauthorised, malicious or criminal acts, regardless of time and place, or the threat or hoax thereof involving access to, processing of, use of or operation of any Computer System.

6 Cyber Incident means:

6.1 any error or omission or series of related errors or omissions involving access to, processing of, use of or operation of any Computer System; or

6.2 any partial or total unavailability or failure or series of related partial or total unavailability or failures to access, process, use or operate any Computer System.

7 Data Breach means:

7.1 the theft, loss, access to, acquisition of, or unauthorized or unlawful use or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit or payment card information, health information, biometric data or any other type of non- public information, involving access to, processing of, use of or operation of any Computer System; or

7.2 the violation of any statute, regulation, common-law, or any other law regulating or protecting access to collection, use or disclosure of, or failure to protect any non-public confidential or personal information in the form of Electronic Data.

8 Electronic Data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment.

For the purposes of this Endorsement only the definition of Property Damage is deleted and replaced with:

9 Property Damage means physical injury to tangible property including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it. Electronic Data is not tangible property.

LMA5475B 23 July 2021

CYBER and DATA LIMITED EXCLUSION - ENDORSEMENT 2A (for attachment to US General Liability and Excess Liability forms)

1.1 Cyber Act or Cyber Incident including, but not limited to, any action taken in controlling, preventing, suppressing or remediating any Cyber Act or Cyber Incident;

1.2 Data Breach; or

regardless of any other cause or event contributing concurrently or in any other sequence thereto, unless subject to the provisions of paragraph 2.

2 Paragraph 1 of this Exclusion does not apply in respect of any actual or alleged loss, damage, liability, claim, cost or expense for and/or arising out of:

2.1 any Bodily Injury (however, this sub-paragraph 2.1 does not apply to mental injury, mental anguish, shock or humiliation unless resulting directly from actual bodily injury), or;

2.2 any Property Damage

resulting from or arising out of a Cyber Incident, a Cyber Act or a Data Breach.

Nothing contained in the foregoing shall provide any coverage for any costs incurred by an

Insured in controlling, preventing, suppressing or remediating 1.1, 1.2 or 1.3 above.

6 Cyber Incident means:

6.1 any error or omission or series of related errors or omissions involving access to, processing of, use of or operation of any Computer System; or

6.2 any partial or total unavailability or failure or series of related partial or total unavailability or failures to access, process, use or operate any Computer System.

7 Data Breach means:

7.1. the theft, loss, access to, acquisition of, or unauthorized or unlawful use or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit or payment card information, health information, biometric data or any other type of non- public information, involving access to, processing of, use of or operation of any Computer System; or

7.2. the violation of any statute, regulation, common-law, or any other law regulating or protecting access to collection, use or disclosure of, or failure to protect any non-public confidential or personal information in the form of Electronic Data.

For the purposes of this Endorsement only the definition of Property Damage is deleted and replaced with:

LMA5476B 23 July 2021

CYBER and DATA LIMITED EXCLUSION - ENDORSEMENT 2A (for attachment to US General Liability and Excess Liability forms)

1.1 Cyber Act or Cyber Incident including, but not limited to, any action taken in controlling, preventing, suppressing or remediating any Cyber Act or Cyber Incident;

1.2 Data Breach; or

regardless of any other cause or event contributing concurrently or in any other sequence thereto, unless subject to the provisions of paragraph 2.

2 Paragraph 1 of this Exclusion does not apply in respect of any actual or alleged loss, damage, liability, claim, cost or expense for and/or arising out of:

2.1 any Bodily Injury (however, this sub-paragraph 2.1 does not apply to mental injury, mental anguish, shock or humiliation unless resulting directly from actual bodily injury), or;

2.2 any Property Damage

resulting from or arising out of a Cyber Incident, a Cyber Act or a Data Breach.

Nothing contained in the foregoing shall provide any coverage for any costs incurred by an

Insured in controlling, preventing, suppressing or remediating 1.1, 1.2 or 1.3 above.

6 Cyber Incident means:

6.1 any error or omission or series of related errors or omissions involving access to, processing of, use of or operation of any Computer System; or

6.2 any partial or total unavailability or failure or series of related partial or total unavailability or failures to access, process, use or operate any Computer System.

7 Data Breach means:

For the purposes of this Endorsement only the definition of Property Damage is deleted and replaced with:

LMA5476B 23 July 2021

Strike, Riot, Civil Commotion and Malicious Acts Exclusion

This Exclusion applies to all coverage grant(s) under the Policy, including extensions, additional coverages and exceptions to any exclusion. This Exclusion shall be paramount and shall override anything contained in the Policy inconsistent with it.

In the event any part or term of this Exclusion is found to be invalid or unenforceable, the remainder shall remain in full force and effect.

1. The Policy does not insure any loss, damage, claim, cost, expense or other sum of whatsoever nature, directly or indirectly caused by, resulting from, arising out of or in connection with any Strike, Riot, Civil Commotion and/or Malicious Act, including any action taken by any person or authority in controlling, preventing or suppressing any Strike, Riot, Civil Commotion and/or Malicious Act. This Exclusion applies regardless of whether any loss, damage, claim, cost, expense or other sum of whatsoever nature is caused by, results from, arises out of or in connection with any other cause or event contributing concurrently or in any other sequence to it.

2. If Underwriters allege that by reason of this Exclusion, any loss, damage, claim, cost, expense or other sum of whatsoever nature is not covered, the burden of proving the contrary shall be upon the Insured.

3. Definitions

For the purposes of this Exclusion, Strike, Riot, Civil Commotion and Malicious Act mean:

Strike means a lockout or total or partial work stoppage to enforce demands made on an employer or to protest against an act or condition.

Riot means a violent disturbance by a group of persons assembled together for a common purpose which threatens the public peace.

Civil Commotion means a substantial violent disturbance by a large number of persons assembled together and acting with common purpose or intent.

Malicious Act means deliberate act(s) causing loss of or damage to property during and/or following Strike, Riot or Civil Commotion, including but not limited to vandalism, looting, theft of or the taking of goods by force.

Except as provided for in this Exclusion, all other terms, conditions and exclusions of the Policy remain the same and fully applicable.

LMA5553

05 August 2021

TERMS OF BUSINESS AGREEMENT LLOYD'S ASIA (FOR USE IN SINGAPORE ONLY)

An Agreement dated [●Insert date●] governing the conduct of Insurance Business and / or Reinsurance Business between:

[●Insert full legal name of SC●], a subsidiary of [●Insert full legal name of Managing Agent at Lloyd's●], on its own behalf and on behalf of the underwriting members of all Lloyd’s syndicates managed by [●Insert full legal name of Managing Agent at Lloyd's●] from time to time (the "SC");

And

[●Insert full legal name of Broker●] (the "Broker"), (each a "Party" and collectively the “Parties”).

1. Definitions

In this Agreement unless the context otherwise requires:-

"Agreement" means this agreement and, if applicable, the Terms Of Trade.

"Commission" means the commission receivable by the Broker at the rates and times (if any) set out in a relevant Slip in respect of a contract of insurance and / or a contract of reinsurance.

"Coverholder" means a person authorised by the SC under a binding authority to enter into a contract of insurance and / or a contract of reinsurance on behalf of the members of Lloyd's (a) for whom the SC acts as an agent; and (b) who have authorised the SC to enter into such binding authority with the person.

"Data Protection Law" means all applicable statutes and regulations in any jurisdiction, including but not limited to the Singapore Personal Data Protection Act 2012, which pertain to the collection, use, disclosure and processing of Personal Data, including but not limited to the privacy and security of Personal Data.

"Force Majeure Event" means an event that is beyond the control of either Party.

"Insurance Business" means the business of assuming risk or undertaking liability under a contract of insurance made by the SC where the Broker is the Coverholder or the placing broker, but excludes outwards reinsurance business and outwards retrocession business placed by the Broker as agent of the SC.

"Insured" means any Party (not being the SC) entering into a contract of insurance and / or a contract of reinsurance which is subject to this Agreement.

"Lloyd's" means the Society of underwriters known in the United Kingdom as Lloyd’s and incorporated by the Lloyd’s Act 1871 of the United Kingdom.

"MAS" means the Monetary Authority of Singapore or any successor regulatory body.

"Personal Data" means any data, whether true or not, about an individual who can be identified from that data and / or other information to which the Parties have or are likely to have access.

"Personal Data Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.

"Records" means anything on which any information of any description is recorded including but not limited to electronic records as defined in the Electronics Transactions Act (Cap. 88).

"Reinsurance Business" means the business of the reinsurance of liabilities under a contract of reinsurance made by the SC where the Broker is the Coverholder or the placing broker, which includes inwards reinsurance business and inwards retrocession business but excludes outwards reinsurance business and outwards retrocession business placed by the Broker as agent of the SC.

"Reinsured" means any Party (not being the SC) entering into a contract of reinsurance or retrocession which is subject to this Agreement.

"Related Corporations" has the meaning given to it in section 4(1) of the Companies Act (Cap. 50).

"SIAC" means the Singapore International Arbitration Centre. "SIAC Rules" means the arbitration rules of the SIAC.

"Slip" means a document which forms or is to form the basis of a contract of insurance and / or a contract of reinsurance, and which may incorporate details of administrative arrangements pertinent to the processing of the contract of insurance and / or contract of reinsurance.

"Taxes" means all applicable taxes including but not limited to any Insurance Premium Taxes (IPT) and other para-fiscal charges which may be levied by overseas fiscal authorities on insurance or reinsurance premiums.

"Terms Of Trade" means any additional terms which the Parties have agreed shall apply to this Agreement which are annexed to this Agreement as Schedule 1.

2. Scope

2.1. The purpose of this Agreement is solely to set out the rights and obligations of the Parties only in respect of the matters specifically addressed in the Agreement. To the extent that any matters relating to the relationship between the Parties are not expressly addressed in this Agreement, they remain unaffected and unaltered by this Agreement. This Agreement shall not override the terms of any underlying contract of insurance and / or contract of reinsurance or the terms of any Slip, save that the Parties agree that Clause 6.7 below shall apply to the exclusion of any

terms in any binding authority agreement placed between the Parties as Coverholder that relate to and / or are in connection with the Broker's duties and obligations relating to the receipt and holding of monies and interest accrued on those monies that are the subject matter of Clause 6.7 below.

2.2. Nothing in this Agreement overrides the Broker’s duty to place the interests of its client before all other considerations nor shall this Agreement override any legal or regulatory requirements (whether obligatory or advisory) which may apply to the Broker, the SC, or the conduct of any Insurance Business or Reinsurance Business.

2.3. Subject to Clause 2.5 below, the Parties agree that the terms of this Agreement shall apply to the conduct of any Insurance Business or Reinsurance Business which has been or may be transacted between the Parties on or after the date of this Agreement. The terms of this Agreement supersede the terms of any other terms of business agreement already in place between the Parties. The terms of this Agreement shall apply from the date of this Agreement.

2.4. Each proposal for Insurance Business or Reinsurance Business, renewal of existing Insurance Business or Reinsurance Business or continuation of cover in respect of any existing Insurance Business or Reinsurance Business will be accepted or declined by the SC at its sole discretion. The Broker is under no obligation to offer any proposal for Insurance Business or Reinsurance Business or renewal of any existing Insurance Business or Reinsurance Business to the SC.

2.5. Prior to or at the time of conduct of any Insurance Business or Reinsurance Business (or as otherwise agreed separately in writing between the Parties), the Broker and the SC may agree to provisions relating to the conduct of that Insurance Business or Reinsurance Business. These provisions may include (but are not limited to) roles and responsibilities relating to administration of the Insurance Business or Reinsurance Business and the handling of claims and processes by which amendments to the risk may be agreed, and so forth. Insofar as the provisions so agreed by the Parties are not dealt with in this Agreement, the terms in this Agreement shall continue to apply subject to any such provisions separately agreed.

3. Regulatory Status

3.1. The Broker warrants that it is properly and validly licensed and / or registered by the MAS and / or any other appropriate regulatory body to carry on business as an insurance and / or reinsurance broker (as the case may be) for the purposes contemplated by this Agreement from the date of this Agreement, or alternatively that it is an exempt insurance broker as defined in Section 35ZN(1) of the Insurance Act (Cap. 142). The SC warrants that it is properly and validly registered under the Insurance (Lloyd's Asia Scheme) Regulations to conduct Insurance Business and / or Reinsurance Business from the date of this Agreement.

3.2. The Broker shall inform the SC immediately in writing if at any time during the period of this Agreement:-

3.2.1. The MAS suspends or cancels the registration of the Broker or the Broker’s licence, or in the case of an exempt insurance broker, the MAS withdraws such exemption; or

3.2.2. The Broker otherwise ceases in any way to be registered or authorised by the MAS to undertake any activities in relation to any Insurance Business and / or Reinsurance Business subject to this Agreement; or

3.2.3. The Broker becomes aware that one of the events specified under Section 35ZB(2) of the Insurance Act (Cap. 142) have occurred or is reasonably likely to occur.

3.3. The SC shall inform the Broker immediately in writing if:-

3.3.1. Lloyd's Of London (Asia) Pte Ltd (UEN No. 199907117N) (being the administrator as defined in the Insurance (Lloyd's Asia Scheme) Regulations) suspends or cancels the SC's registration under the said Insurance (Lloyd's Asia Scheme) Regulations; or

3.3.2. The MAS ceases to approve, or otherwise objects to, the SC undertaking any activities in relation to any Insurance Business and / or Reinsurance Business subject to this Agreement.

4. Authority

4.1. This Agreement sets out the basis on which the SC will accept Insurance Business and / or Reinsurance Business from the Broker. The SC authorises the Broker to act as the agent of the SC for the sole purpose of receiving and holding premium, claims and other monies identified in Clauses 6.1 to 6.3 below.

4.2. Nothing in this Agreement shall grant the Broker authority to accept, amend, or vary Insurance Business or Reinsurance Business, settle, negotiate or compromise claims, alter any document or policy, make any non-exempt financial promotion on the SC's behalf, and / or commit the SC in any way.

4.3. If the Broker is authorised, by separate agreement between the Parties, to sign down the SC's participation in any Insurance Business or Reinsurance Business and proceeds to sign down that participation, then the Broker agrees to advise the SC of its signed line as soon as possible after calculating such signed line.

5. Remuneration

5.1. Commission shall be agreed between the Parties and shall be set out in the relevant Slip.

5.2. The Broker may deduct the Commission upon receipt of the premium.

5.2.1. Where premium is payable in more than one instalment, the Broker will only deduct the proportion of the Commission that the instalment premium bears to the premium as a whole, unless otherwise agreed on a risk-by- risk basis between the Parties.

6. Premiums And Claims

6.1. Where the Broker holds, in respect of Insurance Business:-

(a) premium due to be paid to the SC;

(b) return premium due to be paid to the Insured; or

(d) monies described in Clauses 6.1(a) to 6.1(c) above as Coverholder or as placing broker for a Coverholder; or

(e) monies for onwards payment to agents or representatives of the SC in respect of claims adjustment, legal and similar professional fees,

the Broker shall hold such monies as the agent and trustee of the SC. The Broker has no authority under this Agreement to permit any third-party or sub-agent to receive, hold, or pay any money on behalf of the SC, without the SC’s consent.

6.2. Where the Broker holds, in respect of Reinsurance Business:-

(a) premium due to be paid to the SC;

(b) return premium due to be paid to the Reinsured; or

the Broker shall hold such monies as the agent and trustee of the Reinsured.

6.3. Where the Broker holds, in respect of Reinsurance Business:-

(a) monies described in Clauses 6.2(a) to 6.2(c) above as Coverholder or as placing broker for a Coverholder; or

(b) monies for onwards payment to agents or representatives of the SC in respect of claims adjustment, legal and similar professional fees,

6.4. The Broker shall advise the SC within 7 days of receipt of any request from the SC, whether it has received any specified premiums.

6.5. Provided the Broker shall itself have received the premium, the Broker shall pay that premium (net of Commission, but including Taxes) to the SC, and where Terms Of Trade have been separately agreed between the parties, the Broker shall make such payment in accordance with any applicable provisions in the Terms Of Trade. For the avoidance of doubt, nothing in any Terms Of Trade shall override the Broker's primary obligation to pay the premium to the SC in accordance with this Clause 6.5.

6.6. Unless otherwise agreed, the Broker shall remain liable to the SC for premiums where Section 53(1) and Section 53(2) of the Marine Insurance Act (Cap. 387) apply.

6.7. At all times the Broker shall receive and hold monies and interest accrued on those monies in accordance with its statutory, legal and regulatory obligations.

6.8. The Broker will notify the SC, within such time as may be agreed between the Parties, that the Insured has failed to pay the premium (or, as the case may be, any provisional premium).

6.9. In the event of the cancellation of a contract of insurance or reinsurance, where the SC is obliged by law, regulation or the terms of the contract of insurance or reinsurance to refund gross premiums in respect of such contract of insurance or reinsurance, the Broker agrees to refund the relevant Commission (which shall not for the purpose of this Clause 6.9 include fees) received by the Broker which is attributable to the period following cancellation of the contract of insurance or reinsurance for which such contract of insurance or reinsurance would otherwise have remained in force. Unless otherwise obliged to, the SC shall refund premiums net of Commission.

7. Taxes

Except where required by law or regulatory authority or by the terms of this Agreement, the Parties agree that the Broker will not be expected to act as guarantor to the SC with regard to the payment of any Taxes relating to any Insurance Business or Reinsurance Business.

8. Compliance

Each Party will comply with their respective legal, licensing and regulatory requirements applicable to the production, placing, claims handling and premium and claims accounting of any Insurance Business or Reinsurance Business which the Broker places with the SC.

9. Data Protection

9.1. In respect of the collection, use, disclosure and processing of Personal Data under or in connection with this Agreement, each Party shall:

9.1.1. comply at all times with its obligations under the Data Protection Law;

9.1.2. have in place reasonable security arrangements to ensure that the Personal Data is adequately protected against unauthorised or

unintended access, collection, use, disclosure, copying, modification, disposal or similar risks;

9.1.3. notify the other Party without undue delay after, and in any event within 24 hours of, becoming aware of a Personal Data Breach; and

9.1.4. assist and co-operate fully with the other Party to enable the other Party to comply with their obligations under Data Protection Law, including but not limited to in respect of keeping Personal Data secure, dealing with Personal Data Breaches, complying with the rights of the insured individuals and carrying out data protection impact assessments.

9.2. The Parties shall work together to ensure that each of them is able to process the Personal Data it processes under or in connection with this Agreement for the purposes contemplated by this Agreement lawfully, fairly and in a transparent manner and in compliance with the Data Protection Law. This shall include but not be limited to entering into such other written agreements as may be required from time to time to enable each Party to comply with the Data Protection Law.

10. Termination

10.1. This Agreement shall terminate:-

10.1.1. at any time by one Party giving written notice of termination to the other;

10.1.2. immediately, without notice, should either Party become the subject of proceedings for voluntary or involuntary liquidation, judicial management or a scheme of arrangement (save for the purposes of amalgamation or solvent re-organisation) or propose any composition with its creditors or otherwise acknowledge its insolvency;

10.1.3. immediately, without notice, should the Broker have any licence, registration, exemption, authority or permission granted to it by the MAS withdrawn or altered by the MAS in such a manner as materially to affect in any way the Broker’s ability to introduce, arrange, conclude, administer, perform or otherwise be involved with any Insurance Business or Reinsurance Business which is carried out between the Parties under this Agreement.

10.2. Following termination:-

10.2.1. the Parties will agree on the procedure for administering the Insurance Business or Reinsurance Business current at the time of termination;

10.2.2. the Broker will make all reasonable efforts to provide the SC with contact details for any Insured or Reinsured or other Party with whom the SC has contracted in the conduct of Insurance Business or Reinsurance Business where:-

10.2.2.1. the Broker has acted as the agent of the SC; and

10.2.2.2. where such information is reasonably required in order for the SC to carry out its obligations in relation to Insurance Business or Reinsurance Business concluded in accordance with this Agreement.

10.3. Notwithstanding the termination of this Agreement, the Parties will continue to remain liable to perform their obligations in accordance with the terms of this Agreement in respect of all Insurance Business or Reinsurance Business subject to this Agreement until the underlying insurance or reinsurance contract has expired or has otherwise been terminated.

11. Access to Records

11.1. The Broker will retain all of the Records created or held by it in its capacity as agent of the SC and all Records received by the Broker for the purposes of the introduction, arranging, concluding, administration or performance of the Insurance Business or Reinsurance Business for a minimum of seven years and in any event the minimum periods required by law or any regulatory body with jurisdiction over the Broker, the SC or the Insurance Business or Reinsurance Business.

11.2. The Broker agrees to allow the SC, on reasonable notice, to inspect and to take copies of the following:-

11.2.1. the accounting records pertinent to any Insurance Business or Reinsurance Business including information relating to the receipt and payment of premiums and claims and documentation such as any insurance or reinsurance contract or Slip endorsements, addenda or bordereaux in the possession of the Broker relating to the Insurance Business or Reinsurance Business; and

11.2.2. documents as may be in the possession of the Broker which were disclosed to the SC by the Broker in respect of any Insurance Business or Reinsurance Business including, but not limited to, documentation relating to the proposal for the Insurance Business or Reinsurance Business, the placing thereof (including endorsements and reinstatements) and any claims thereunder.

11.3. In the event that the SC requests the Broker to carry out any functions or duties on its behalf, such as the appointment of loss adjusters, lawyers or others, or the Broker otherwise acts as an intermediary between the SC and its representatives or agents:-

11.3.1. The Broker accepts the SC’s appointment or instructions on the basis that the information received by the Broker in respect of a claim made upon any Insurance Business or Reinsurance Business is disclosable to the Insured or Reinsured.

11.3.2. All documentation and records created or received by the Broker in the performance of such functions or duties shall be and remain the

property of the SC, other than documents over which the Broker has a proprietary commercial interest.

11.3.3. The Broker will take reasonable steps to retain, maintain and safeguard any of the SC's documents in the Broker’s possession in accordance with any regulatory requirements which apply to the SC and of which the Broker has notice.

11.3.4. On termination of this Agreement for whatever reason and on reasonable notice the Broker will deliver up to the SC such documentation if requested.

12. Confidentiality

Each of the Parties will treat information received from the other relating to this Agreement and to the Insurance Business or Reinsurance Business as confidential and will not disclose it to any other person not entitled to receive such information except as may be necessary to fulfil their respective obligations in the conduct of the Insurance Business or Reinsurance Business and except as may be required by law or regulatory authority. For the avoidance of doubt each party shall be entitled to disclose such information where necessary to its insurers or reinsurers, actuaries, auditors, professional agents and advisers and other Related Corporations. This Clause 12 will not apply to information which was rightfully in the possession of such party prior to this Agreement, which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this Clause 12) or which is trivial or obvious.

13. Complaints

Each Party will promptly notify the other of any complaint concerning the other Party relating to Insurance Business or Reinsurance Business subject to this Agreement.

14. Protection Of Reputation

Each Party agrees it will not, without the written authority of the other Party, make use of the other Party’s corporate or trading names or logos and trade marks.

15. Conflicts Of Interest

The Parties will adopt and / or maintain procedures to ensure that each has in place arrangements for the identification and management of any conflicts of interest that may arise in relation to any Insurance Business or Reinsurance Business.

16. Disclosure

The Broker will comply with relevant regulatory, fiduciary and legal requirements regarding disclosure of all forms of remuneration from any arrangements it may have for remuneration in connection with Insurance Business or Reinsurance Business.

17. Variation And Assignment

This Agreement may be assigned or varied only in writing by the Parties.

18. Rights Of Third Parties

A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of this Agreement. This Clause 18 shall not affect any right or remedy of a third party which exists or is available apart from the Contracts (Rights of Third Parties) Act (Cap. 53B).

19. Dispute Resolution

19.1. The Parties to this Agreement are committed to resolving all disputes arising under it (and whether such dispute arises before or after termination of this Agreement) without the need for litigation and to allow as far as possible for commercial relationships to remain unaffected by disputes and therefore the Parties:-

19.1.1. will attempt in good faith to resolve any dispute or claim promptly through negotiations between respective senior executives of the Parties who have authority to settle the same;

19.1.2. will attempt in good faith, if the matter is not resolved through negotiation within three months of the dispute arising to resolve the dispute or claim through mediation with the assistance of a mediator agreed between the Parties or as recommended to the Parties by the Singapore Mediation Centre or such similar organisation as the Parties may agree; or

19.1.3. if the matter has not been resolved by mediation within six months of the dispute arising, or if either Party will not participate in a mediation procedure, the Parties will refer the dispute in accordance with Clause 20 below.

19.2. Notwithstanding the Parties' agreement to resolve any dispute amicably in accordance with Clause 19.1 above or, failing any amicable resolution, by arbitration in accordance with Clause 20.2 below, either Party may at any time after the dispute has arisen apply to the Singapore Court, or other Court of competent jurisdiction, for any interim measure of protection or assistance.

20. Choice Of Law And Jurisdiction

20.1. This Agreement shall be governed by and construed according to Singapore law.

20.2. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the SIAC in accordance with the SIAC Rules, for the time being in force, which rules are deemed to be incorporated by reference in this Clause 20.2. The seat of the arbitration shall be Singapore.

The Tribunal shall consist of a sole arbitrator to be agreed between the Parties, and failing such agreement, to be appointed by the Chairman of the SIAC. The language of the arbitration shall be English.

21. Enforceability Clause

In the event any portion of this Agreement is found to be invalid or unenforceable, the remainder shall remain in full force and effect.

22. General Interpretation Of This Agreement

In this 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.

23. Service Of Notices

Any notices to be given under this Agreement shall be in writing and deemed to have been served if such notices are delivered by registered delivery post to the registered office of the Party to be served, at the expiration of two business days after posting or by hand, at the expiration of one business day after it was dispatched.

24. Force Majeure

Neither Party shall be liable for any delay or non-performance of its obligations under this Agreement caused by a Force Majeure Event provided that the Party affected gives prompt notice in writing to the other Party of such Force Majeure Event and uses all reasonable endeavours to continue to perform its obligations under the Agreement. Either Party may terminate this Agreement if such Force Majeure Event continues for more than 3 months.

25. Prevailing Laws to Apply

In this Agreement, where appropriate, reference to a statutory provision or a regulation in a subsidiary legislation includes a reference to the same as modified, re-enacted or both from time to time before or after the date of this Agreement.

Signature:

Name: Name:

Position: Position:

For and on behalf of For and on behalf of

[●Insert full legal name of SC●] [●Insert full legal name of Broker●]

Schedule 1 Terms Of Trade

1. The Parties will each use reasonable endeavours to comply with the maximum periods in connection with the payment of premium, payment of claims and issuance of policies as follows:-

PREMIUMS

CLAIMS

POLICY ISSUANCE

[●] DAYS from end of month of inception

[●] DAYS from agreement to settle by SC to payment to Insured

[●] DAYS

2. For facultative reinsurance, the maximum periods set out in 1 above will be extended by [●] days.

3. In the following situations, the SC agrees to consider extending the period for payment of premium:-

(a) Where placements are incomplete as at inception date for whatever reason;

(b) Pending removal of all subjectivities that may affect participation of one or more subscribing underwriters, or otherwise affect the terms and conditions of cover;

(c) For construction business, inception shall be deemed to be either the date on which confirmation of a firm order is received from the client (based on final acceptance of terms and conditions for coverage, including agreement on premium), or the date of completion of placement, whichever is the later.

4. The provisions of this Agreement (including the Schedule) will apply to endorsements and additional premiums with time running from the effective date of endorsement rather than from policy inception.

TERMS OF BUSINESS AGREEMENT LLOYD'S ASIA (FOR USE OUTSIDE SINGAPORE)