The URL can be used to link to this page

Home My WebLink AboutKeystone Land - 2900 NE 5th PL. Renton WA 98059INSR ADDLSUBRLTRINSRWVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLYHIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Clear Blue Specialty Insurance Company James River Insurance Company Great American E & S Insurance Western National Mutual Insurance Co. 6/18/2024 Propel Insurance 1201 Pacific Avenue; Suite 1000 COM Construction Tacoma, WA 98402-4321 Anna Reid 800 499-0933 866 577-1326 anna.reid@propelinsurance.com Omni Contracting Solutions LLC 3205 Wetmore Ave Everett, WA 98201 37745 12203 37532 15377 A X X X BI/PD Ded:5,000 X AR01RS230665800 08/22/2023 07/23/2024 1,000,000 100,000 5,000 1,000,000 2,000,000 2,000,000 D X X X CPP1312815 07/23/2023 07/23/2024 1,000,000 B X X X 0 0014669810 08/22/2023 07/23/2024 5,000,000 5,000,000 A N AR01RS230665800 WA Stop Gap ONLY 08/22/2023 07/23/2024 X 1,000,000 1,000,000 1,000,000 C Contractors Polution Liab. CPBE46138804 07/23/2023 07/23/2024 $1,000,000 Ea Condition $2,000,000 Aggregate Re: 2900 NE 5th PL. Renton WA 98059 Additional Insured Status applies per attached form(s). Keystone Land, LLC 13805 Smokey Point Blvd Suite 102 Marysville, WA 98271 1 of 1 #S6713767/M6120012 OMNICONTClient#: 184444 KLH01 1 of 1 #S6713767/M6120012 This page has been left blank intentionally. CG 25 03 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 2 POLICY NUMBER: AR01-RS-2306658-00 COMMERCIAL GENERAL LIABILITY CG 25 03 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE A.For all sums which the insured becomes legally obligated to pay as damages caused by "occur- rences" under Section I – Coverage A, and for all medical expenses caused by accidents under Section I – Coverage C, which can be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1.A separate Designated Construction Project General Aggregate Limit applies to each des- ignated construction project, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2.The Designated Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, ex- cept damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard", and for medi- cal expenses under Coverage C regardless of the number of: a.Insureds; b.Claims made or "suits" brought; or c.Persons or organizations making claims or bringing "suits". 3.Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Designated Con- struction Project General Aggregate Limit for that designated construction project. Such payments shall not reduce the General Ag- gregate Limit shown in the Declarations nor shall they reduce any other Designated Con- struction Project General Aggregate Limit for any other designated construction project shown in the Schedule above. 4.The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Decla- rations, such limits will be subject to the appli- cable Designated Construction Project Gen- eral Aggregate Limit. Designated Construction Project(s): All operations of the named insured Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Page 2 of 2 © Insurance Services Office, Inc., 2008 CG 25 03 05 09 B.For all sums which the insured becomes legally obligated to pay as damages caused by "occur- rences" under Section I – Coverage A, and for all medical expenses caused by accidents under Section I – Coverage C, which cannot be attrib- uted only to ongoing operations at a single des- ignated construction project shown in the Sched- ule above: 1.Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products-completed Operations Aggregate Limit, whichever is applicable; and 2.Such payments shall not reduce any Desig- nated Construction Project General Aggre- gate Limit. C.When coverage for liability arising out of the "products-completed operations hazard" is pro- vided, any payments for damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard" will reduce the Products-completed Operations Ag- gregate Limit, and not reduce the General Ag- gregate Limit nor the Designated Construction Project General Aggregate Limit. D.If the applicable designated construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contract- ing parties deviate from plans, blueprints, de- signs, specifications or timetables, the project will still be deemed to be the same construction pro- ject. E.The provisions of Section III – Limits Of Insur- ance not otherwise modified by this endorsement shall continue to apply as stipulated. POLICY NUMBER:AR01-RS-2306658-00 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s):Location(s) Of Covered Operations Blanket where required by written contract signed by both parties and the contract is executed prior to any loss Any location where required by written contract signed by both parties and the contract is executed prior to any loss Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B.With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1.All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2.That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. CG 20 10 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 POLICY NUMBER:AR01-RS-2306658-00 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s):Location And Description Of Completed Operations Blanket where required by written contract signed by both parties and the contract is executed prior to any loss Any location where required by written contract signed by both parties and the contract is executed prior to any loss Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property dam- age" caused, in whole or in part, by "your work" at the location designated and described in the sched- ule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". CG 20 37 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 POLICY NUMBER: AR01-RS-2306658-00 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV – Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 Name Of Person Or Organization: Blanket as required by written contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 01 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 PRIMARY AND NONCONTRIBUTORY –OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. POLICY NUMBER:AR01-RS-2306658-00 COMMERCIAL GENERAL LIABILITY CG 20 11 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – MANAGERS OR LESSORS OF PREMISES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designation Of Premises (Part Leased To You): All locations as required by written contract Name Of Person(s) Or Organization(s) (Additional Insured): Blanket as required by virtue of written contract Additional Premium: Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Schedule and subject to the following additional exclusions: This insurance does not apply to: 1.Any "occurrence" which takes place after you cease to be a tenant in that premises. 2.Structural alterations, new construction or demolition operations performed by or on behalf of the person(s) or organization(s) shown in the Schedule. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 11 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 20 38 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 38 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – AUTOMATIC STATUS FOR OTHER PARTIES WHEN REQUIRED IN WRITTEN CONSTRUCTION AGREEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II – Who Is An Insured is amended to include as an additional insured: 1.Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy; and 2.Any other person or organization you are required to add as an additional insured under the contract or agreement described in Paragraph 1. above. Such person(s) or organization(s) is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: a.Your acts or omissions; or b.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. However, the insurance afforded to such additional insured described above: a.Only applies to the extent permitted by law; and b.Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A person's or organization's status as an additional insured under this endorsement ends when your operations for the person or organization described in Paragraph 1. above are completed. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: 1."Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: a.The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b.Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. 2."Bodily injury" or "property damage" occurring after: a.All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 20 38 04 13 b.That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement described in Paragraph A.1.; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. POLICY NUMBER: AR01-RS-2306658-00 COMMERCIAL GENERAL LIABILITY CG 20 12 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 12 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 ADDITIONAL INSURED – STATE OR GOVERNMENTAL AGENCY OR SUBDIVISION OR POLITICAL SUBDIVISION – PERMITS OR AUTHORIZATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE State Or Governmental Agency Or Subdivision Or Political Subdivision: Any state or governmental agency or subdivision or political subdivision, or any other person or organization, required to be added as an additional insured on your policy in a permit or authorization issued by a state or governmental agency or subdivision or political subdivision, for "Bodily injury" or "property damage" occurring after the issuance of the permit or authorization and only for that period of time required by the permit or authorization. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured any state or governmental agency or subdivision or political subdivision shown in the Schedule, subject to the following provisions: 1.This insurance applies only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization. However: a.The insurance afforded to such additional insured only applies to the extent permitted by law; and b.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 2.This insurance does not apply to: a."Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or b."Bodily injury" or "property damage" included within the "products-completed operations hazard". B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. WN CA 80 06 19 WN CA 80 06 19 Page 1 of 6 Includes copyrighted material of Insurance Services Office, with its permission. BUSINESS AUTO ENHANCEMENT EDGE ENDORSEMENT The Business Auto Enhancement Edge Endorsement is an optional endorsement that provides coverage enhancements. The following is a summary of broadened coverages provided by this endorsement. No coverage is provided by this summary, refer to the following endorsement for changes in your policy. SUMMARY OF COVERAGES PAGE Accidental Airbag Deployment Coverage 5 Audio, Visual and Data Electronic Equipment – Limit Amended 5 Auto Loan/Lease Gap Coverage 5 Blanket Additional Insured 3 Blanket Waiver of Subrogation 5 Broadened Definition of Insured includes: • Newly Acquired Organizations for up to 180 Days 2 • Employees as Insureds 2 • Subsidiaries in Which You Own 50% or More 2 Deductible Waiver for Glass Repair 4 Employee Hired Auto 6 Fellow Employee Coverage 3 Hired Auto Physical Damage Coverage 3, 6 Knowledge of Accident, Claim, Suit or Loss 5 Loss Of Use Expenses - Amended 3 Personal Effects 3 Primary and Noncontributory If Required by a Written Contract or Written Agreement 6 Rental Reimbursement Coverage 4 Supplementary Payments - Amended: • Bail Bonds up to $5,000 3 • Loss of Earnings up to $500/Day 3 Temporary Substitute Vehicle Physical Damage 2 Towing 3 Transportation Expense Limits – Amended 3 Unintentional Failure to Disclose Hazards 6 WN CA 80 06 19 WN CA 80 06 19 Includes copyrighted material of Insurance Services Office, with its permission Page 2 of 6 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO ENHANCEMENT EDGE ENDORSEMENT This endorsement modifies the insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to the coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. The SECTIONS of the Business Auto Coverage Form identified in this endorsement will be amended as shown below. SECTION I – COVERED AUTOS COVERAGE AMENDMENTS A. Temporary Substitute Vehicle Physical Damage SECTION I – COVERED AUTOS, C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos is amended by adding the following: If a covered “auto” you own is out of service because of its: a. Breakdown; b. Repair; c. Servicing; d. “Loss”, or e. Destruction; the Physical Damage Coverages provided by the Business Auto Coverage Form for that disabled covered “auto” are extended to any “auto” you do not own while used with the permission of its owner as a temporary substitute for the covered “auto” that is out of service. SECTION II – COVERED AUTOS LIABILITY COVERAGE AMENDMENTS A. Who Is An Insured SECTION II – COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured is amended to add: d. Any legally incorporated subsidiary of yours in which you own more than 50% of the voting stock on the effective date of this coverage form. However, “insured” does not include any subsidiary of yours that is an “insured” under any other automobile liability policy or would be an “insured” under such policy but for termination of such policy or the exhaustion on such policy’s limits of insurance. e. Any organization which is newly acquired or formed by you and over which you maintain majority ownership. However, coverage under this provision: (1) is afforded only for the first 180 days after you acquire or form the organization or until the end of the policy period, whichever comes first; (2) does not apply to “bodily injury” or “property damage” that results from an “accident” that occurred before you formed or acquired the organization; (3) does not apply to any newly acquired or formed organization that is a joint venture or partnership; and (4) does not apply to an “insured” under any other automobile liability policy or would be an “insured” under such a policy but for ter- mination of such policy or the exhaustion of such policy’s limits of insurance. f. Any “employee” of yours is an “insured” while using a covered “auto” you don’t own, hire or borrow in your business or your personal affairs. g. Any “employee” of yours is an “insured” while operating a covered “auto” hired or rented under a contract or agreement in the “employee’s” name, with your permission, while performing duties related to the conduct of your business. WN CA 80 06 19 Includes copyrighted material of Insurance Services Office, with its permission Page 3 of 6 B. Blanket Additional Insured SECTION ll – COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, paragraph c. is amended to add the following: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the “bodily injury” or “property damage” occurs and that is in effect during the policy period, to be named as an additional insured is an “insured” for Liability Coverage, but only for damages to which this insurance applies and only to the extent that persons or organization qualifies as an “insured” under the Who Is An Insured provision contained in Section ll. C. Liability Coverage Extensions – Supplementary Payments SECTION II – COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a. Supplementary Payments is amended by replacing subparagraphs (2) and (4) with the following: (2) Up to $5,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an “accident” we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the “insured” at our request, including actual loss of earnings up to $500 a day because of time off from work. D. Fellow Employee Coverage SECTION II – COVERED AUTOS LIABILITY COVERAGE, B. Exclusions, 5. Fellow Employee, the following is added: Co-Employee Lawsuit Defense Cost Reimbursement If a suit seeking damages for “bodily injury” to any fellow “employee” of the “insured” arising out of and in the course of the fellow “employee’s” employment or while performing duties related to the conduct of your business, or a suit seeking damages brought by the spouse, child, parent, brother or sister of that fellow “employee”, is brought against you, we will reimburse reasonable costs that you incur in the defense of such matters. Any reimbursement made pursuant to this sub-section will be in addition to the limits of liability set forth in the Declarations. SECTION III – PHYSICAL DAMAGE COVERAGE AMENDMENTS A. Towing SECTION III – PHYSICAL DAMAGE COVERAGE, A. Coverage, 2. Towing, is amended by adding the following: 2. Towing We will pay up to $250 for towing and labor costs incurred each time a covered “auto” is disabled. However, the labor must be performed at the place of disablement. This $250 limit is reduced by any applicable towing limit shown in the declarations. Regardless of the number of disablements, the maximum amount we will pay under this endorsement for all towing and labor costs combined during any one year is $2,500. B. Transportation Expense – Limits Amended SECTION III – PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, a. Trans- portation Expenses is amended by replacing $20 per day/$600 maximum limit with $50 per day/$1,000 maximum. C. Hired Auto Physical Damage – Loss Of Use Expenses – Limits Amended SECTION III – PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, b. Loss of Use Expenses is amended by replacing the $20 per day/$600 maximum limit with $50 per day/$750 maximum limit. D. Personal Effects Coverage SECTION lll – PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions is amended by adding the following: c. Personal Effects We will pay up to $500 for “loss” to personal effects, which are: (1) Owned by an “insured”; and (2) In or on your covered “auto.” This coverage applies only in the event of the total theft of your covered “auto.” No deductible applies to this coverage WN CA 80 06 19 Includes copyrighted material of Insurance Services Office, with its permission Page 4 of 6 E. Glass Repair – Deductible Waiver SECTION III – PHYSICAL DAMAGE COVERAGE, A. Coverage, 3. Glass Breakage – Hitting A Bird Or Animal – Falling Objects Or Missiles, is amended by adding the following: No deductible will apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced. F. Hired Auto Physical Damage SECTION III – PHYSICAL DAMAGE COVERAGE, A. Coverage is amended by adding the following: 5. Hired Auto Physical Damage If hired “autos” are covered “autos” for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are pro- vided under this coverage form for any “auto” you own, then the Physical Damage Coverages provided are extended to “autos” you hire of like kind and use, subject to the following: a. The most we will pay for any one “loss” is $50,000 or the actual cash value or cost to repair or replace, whichever is less, minus a deductible; b. The deductible will be equal to the largest deductible applicable to any owned “auto” for that coverage. Any Comprehensive deducti- ble does not apply to “loss” caused by fire or lightening; c. Hired Auto Physical Damage coverage is excess over any other collectible insurance; and d. Subject to the above limit, deductible and excess provisions we will provide coverage equal to the broadest coverage applicable to any covered “auto” you own. If a limit for Hired Auto Physical Damage is indicated in the Declarations, then that limit replaces, and is not added to, the $50,000 limit indicated above. G. Rental Reimbursement SECTION III – PHYSICAL DAMAGE COVERAGE A. Coverage, is amended by adding the following: 6. Rental Reimbursement This coverage applies only to a covered “auto” of the private passenger or light truck type as follows: a. We will pay for rental reimbursement expenses incurred by you for the rental of a private passenger or light truck type “auto” because of “loss” to a covered private pas- senger or light truck type “auto”. Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered private passenger or light truck type “auto.” No deductibles apply to this coverage. b. We will pay only for those expenses incurred during the policy period beginning 24 hours after the “loss” and ending, regardless of the policy’s expiration, with the lesser of the fol- lowing number of days: (1) The number of days reasonably required to repair or replace the covered private passenger or light truck type “auto”. If “loss” is caused by theft, this number of days is added to the number of days it takes to locate the covered private passenger or light truck type “auto” and return it to you; or (2) 30 days. c. Our payment is limited to the lesser of the following amounts: (1) Necessary and actual expenses incurred, or (2) $50 per day, up to a maximum of $1,000. WN CA 80 06 19 Includes copyrighted material of Insurance Services Office, with its permission Page 5 of 6 d. This coverage does not apply while there are spare or reserve private passenger or light truck type “autos” available to you for your operations. e. If “loss” results from the total theft of a covered “auto” of the private passenger or light truck type, we will pay under this cover- age only that amount of your rental reim- bursement expenses which is not already provided for under SECTION III – PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions. For the purposes of this Rental Reimbursement coverage, light truck is defined as a truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as the maximum loaded weight the auto is designed to carry. H. Accidental Airbag Deployment Coverage SECTION III – PHYSICAL DAMAGE COVERAGE, A. Coverage is amended by adding the following: 7. Accidental Airbag Deployment Coverage We will pay to reset or replace factory installed airbag(s) in any covered “auto” for accidental discharge, other than discharge due to a collision loss. This coverage is applicable only if comprehensive coverage applies to the covered “auto”. This coverage is excess over any other collectible insurance or reimbursement by manufacturer’s warranty. I. Auto Loan/Lease Gap Coverage SECTION III PHYSICAL DAMAGE COVERAGE, Item A., Coverage, is amended by adding the following: 8. Auto Loan/Lease Gap Coverage This coverage applies only to a covered “auto” described or designated in the Schedule or in the Declarations as including physical damage coverage. In the event of a covered total “loss” to a covered “auto” described or designated in the Schedule or in the Declarations, we will pay any unpaid amount due on the lease or loan for a covered “auto” less: a. The amount paid under the Physical Damage Coverage Section on the policy; and b. Any: (1) Overdue lease/loan payments at the time of the “loss”; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Security deposits not returned by the lessor; (4) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (5) Carry-over balances from previous loans or leases. J. Audio, Visual and Data Electronic Equipment – Limit Amended SECTION III - PHYSICAL DAMAGE COVERAGE, C. Limits of Insurance, 1.b. is amended by replacing the $1,000 limit with a $2,500 limit. SECTION IV – BUSINESS AUTO CONDITIONS AMENDMENTS A. Duties In The Event Of Accident, Claim, Suit Or Loss Amended SECTION IV – BUSINESS AUTO CONDITIONS, A. Loss Conditions, 2. Duties In The Event Of Accident, Claim, Suit Or Loss, a. is amended by adding the following: This condition applies only when the “accident” or “loss” is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An executive officer or insurance manager, if you are a corporation; or (4) A member or manager, if you are a limited liability company. But this section does not amend the provisions relating to notification of police, protection or exami- nation of the property which was subject to the “loss”. B. Blanket Waiver of Subrogation Section IV – BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer of Rights of Recovery Against Others to Us, is amended by adding the following exception: However, we waive any right of recovery we may have against any person or organization to the extent required of you by a written contract signed and executed prior to any “accident” or “loss”, provided that the “accident” or “loss” arises out of operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. WN CA 80 06 19 Includes copyrighted material of Insurance Services Office, with its permission Page 6 of 6 C. Unintentional Failure to Disclose Hazards SECTION IV – BUSINESS AUTO CONDITIONS, B. General Conditions, 2. Concealment, Misrepre- sentation Or Fraud, is amended by adding the following paragraph: If you unintentionally fail to disclose any hazards existing at the inception date of the policy, or during the policy period in connection with any additional hazards, we will not deny coverage under this Cov- erage Part because of such failure. D. Employee Hired Auto SECTION IV – BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance, paragraph b. is deleted and replace by the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be a covered “auto” you own: (1) Any covered “auto” you lease, hire, rent or borrow. (2) Any covered “auto” hired or rented by your “employee” under a contract in that individual “employee’s” name, with your permission, while performing duties related to the conduct of your business. However, any “auto” that is leased, hired, rented or borrowed with a driver is not a covered “auto”. E. Primary and Noncontributory If Required By Written Contract or Written Agreement SECTION IV – BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance c., the following is added and supersedes any provision to the contrary: This Coverage Form’s Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an “insured” under your policy provided that: (1) Such “insured” is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such “insured”. Administrative Offices CPB Manus (01 18) 301 E. 4th Street Cincinnati, Ohio 45202 Tel: 1-513-369-5000 GREAT AMERICAN E & S INSURANCE COMPANY AMWINS PROFESSIONAL AND CONTRACTING SERVICES ENVIRONMENTAL LIABILITY, EMPLOYMENT PRACTICES LIABILITY AND CYBER LIABILITY INSURANCE POLICY THIS POLICY CONTAINS SOME CLAIMS MADE AND REPORTED COVERAGES. READ IT CAREFULLY. SOME OF THE COVERAGES CONTAINED WITHIN THIS POLICY REQUIRE THAT A CLAIM BE MADE AGAINST THE INSURED DURING THE POLICY PERIOD AND REPORTED TO THE COMPANY DURING THE POLICY PERIOD OR, IF APPLICABLE, THE EXTENDED REPORTING PERIOD. SOME OF THE PROVISIONS CONTAINED IN THIS POLICY RESTRICT COVERAGE, SPECIFY WHAT IS AND IS NOT COVERED AND DESIGNATE RIGHTS AND DUTIES. LEGAL EXPENSE IS SUBJECT TO AND WILL ERODE THE LIMIT OF LIABILITY AND ANY APPLICABLE SELF-INSURED RETENTION. In this Policy, “the Company” refers to the company providing this insurance. Some other words and phrases that appear in capital letters have special meaning. Refer to Section II – DEFINITIONS. In consideration of the payment of the Policy Premium and in reliance upon the statements contained in the Application and any other supplemental materials and information submitted in connection with the Application, and subject to all the terms, conditions, exclusions and limitations of this Policy, the Company agrees to provide insurance coverage to the INSURED as described herein: SECTION I. INSURING AGREEMENTS EACH OF THE FOLLOWING COVERAGES IS IN EFFECT ONLY IF LIMITS OF LIABILITY ARE INDICATED FOR SUCH COVERAGE IN THE DECLARATIONS. EACH COVERAGE THAT IS IN EFFECT IS SUBJECT TO SECTION VI. LIMIT OF LIABILITY AND SELF-INSURED RETENTION. A. COVERAGE A 1. PROFESSIONAL LIABILITY The Company will pay on behalf of the INSURED for LOSS and related LEGAL EXPENSE because of an actual or alleged act, error or omission in PROFESSIONAL SERVICES, which the INSURED becomes legally obligated to pay as a result of a CLAIM first made against the INSURED during the POLICY PERIOD, but only if the INSURED reports the CLAIM to the Company, in writing, during the POLICY PERIOD or, if applicable, the EXTENDED REPORTING PERIOD. 2. MITIGATION COSTS COVERAGE The Company will pay the INSURED’s MITIGATION COSTS because of an actual act, error or omission in PROFESSIONAL SERVICES, but only if: (a) the PROFESSIONAL SERVICES were rendered subsequent to the applicable Retroactive Date, but prior to the end of the POLICY PERIOD; (b) during the POLICY PERIOD and prior to incurring any MITIGATION COSTS, the INSURED provides the Company with: (i) written notice of such act, error or omission in PROFESSIONAL SERVICES; and (ii) a proposed written plan for correcting such act, error or omission, along with documentation supporting the reasonableness and necessity of such proposed plan; CPB Manus (01 18) (c) all MITIGATION COSTS are approved by the Company, in writing, prior to being incurred by the INSURED; and (d) the MITIGATION COSTS are not covered under any other Coverage afforded under this Policy. 3. INDEMNITY OF INSURED’S OWN LOSS FROM DESIGN PROFESSIONAL’S ERROR The Company will indemnify the INSURED for LOSS that is in excess of the REQUIRED INSURANCE because of an actual or alleged act, error or omission in PROFESSIONAL SERVICES performed by the DESIGN PROFESSIONAL, but only if: (a) a CLAIM is first made by the INSURED against such DESIGN PROFESSIONAL during the POLICY PERIOD; and (b) the INSURED reports the CLAIM to the Company, in writing, during the POLICY PERIOD or, if applicable, the EXTENDED REPORTING PERIOD. B. COVERAGE B 1. OCCURRENCE CONTRACTING SERVICES POLLUTION LIABILITY The Company will pay on behalf of the INSURED for LOSS, CLEAN-UP COSTS, and related LEGAL EXPENSE because of a POLLUTION CONDITION: (a) at, or migrating from, a JOB SITE that arises from CONTRACTING SERVICES or COMPLETED OPERATIONS; or (b) arising from the INSURED's goods, products, or waste, during the course of transportation by a CARRIER to or from JOB SITE: (i) which the INSURED becomes legally obligated to pay as a result of a CLAIM because of BODILY INJURY, PROPERTY DAMAGE or ENVIRONMENTAL DAMAGE that occurs during the POLICY PERIOD; or (ii) if, during the POLICY PERIOD, the POLLUTION CONDITION first begins and is first discovered by the INSURED, but only if the INSURED reports such POLLUTION CONDITION to the Company, in writing, during the POLICY PERIOD. 2. OCCURRENCE NON-OWNED DISPOSAL SITE The Company will pay on behalf of the INSURED for LOSS, CLEAN-UP COSTS, and related LEGAL EXPENSE because of a POLLUTION CONDITION on, at, under, or migrating from a NON-OWNED DISPOSAL SITE, which the INSURED becomes legally obligated to pay as a result of a CLAIM because of BODILY INJURY, PROPERTY DAMAGE or ENVIRONMENTAL DAMAGE that occurs during the POLICY PERIOD. C. COVERAGE C – EMPLOYMENT PRACTICES LIABILITY 1. The Company shall pay on behalf of the INSURED for LOSS because of an EMPLOYMENT PRACTICES WRONGFUL ACT, which the INSURED becomes legally obligated to pay as a result of a CLAIM first made against an INSURED during the POLICY PERIOD, but only if the INSURED reports the CLAIM to the Company, in writing, during the POLICY PERIOD or, if applicable, the EXTENDED REPORTING PERIOD. A. LEGAL EXPENSE COVERAGE FOR WAGE AND HOUR VIOLATION The Company shall pay on behalf of the INSURED all LEGAL EXPENSE which the INSURED shall be legally obligated to pay as a result of a CLAIM first made against an INSURED during the POLICY PERIOD or, if applicable, the EXTENDED REPORTING PERIOD for a WAGE AND HOUR VIOLATION. Such coverage is subject to the Sublimit of Liability noted in Item 3. of the Declarations for Coverage C 1. A. and is part of an not in addition to the Limit of Liability provided for Coverage C. 1. CPB Manus (01 18) B. LEGAL EXPENSE COVERAGE FOR IMMIGRATION PRACTICES VIOLATION The Company shall pay on behalf of the INSURED all LEGAL EXPENSE which the INSURED shall be legally obligated to pay as a result of a CLAIM first made against an INSURED during the POLICY PERIOD or, if applicable, the EXTENDED REPORTING PERIOD for a IMMIGRATION PRACTICES VIOLATION. Such coverage is subject to the Sublimit of Liability noted in Item 3. of the Declarations for Coverage C 1. B. and is part of an not in addition to the Limit of Liability provided for Coverage C. 1. 2. The Company shall pay on behalf of the INSURED for LOSS because of a THIRD PARTY WRONGFUL ACT, which the INSURED becomes legally obligated to pay as a result of a CLAIM first made against an INSURED during the POLICY PERIOD, but only if the INSURED reports the CLAIM to the Company, in writing, during the POLICY PERIOD or, if applicable, the EXTENDED REPORTING PERIOD. D. COVERAGE D – CYBER LIABILITY 1. DATA COMPROMISE Coverage If a DATA COMPROMISE is first discovered during the POLICY PERIOD and reported pursuant to Section VII. Part 2. E., then: (i) for a DATA BREACH, the Company shall pay on behalf of the INSURED the reasonable and necessary: (a) legal fees, costs, or expenses charged by an INCIDENT RESPONSE EXPERT in coordinating the investigation and response efforts related to a DATA BREACH including but not limited to a determination regarding the extent that any law, regulation, statute or contract requires notification of the DATA BREACH to any government agency or the persons or entities affected by the DATA BREACH; (b) forensic fees incurred to investigate the cause of the DATA BREACH and/or to identify persons or entities affected by the DATA BREACH; (c) costs of notification of the DATA BREACH to any persons or entities affected by the DATA BREACH or any government agency or other third party, but only to the extent: (i) the INCIDENT RESPONSE EXPERT determines applicable law, regulation, statute or contract requires such notification; or (ii) the INCIDENT RESPONSE EXPERT determines applicable law, regulation, statute or contract does not require such notification but the Company provides its prior written consent for such costs of notification to be incurred voluntarily; (d) costs incurred to provide identity theft prevention (including but not limited to credit monitoring) and identity restoration services for persons affected by the DATA BREACH; and (e) costs incurred to provide call center services in support of the INSURED’s efforts to address inquiries from the persons or entities affected by the DATA BREACH; provided each of the above are incurred with the Company’s consent, which shall not be unreasonably withheld. (ii) for a PCI COMPLIANCE VIOLATION, the Company shall pay on behalf of the INSURED the ASSESSMENT the INSURED becomes obligated under contract to pay and any related reasonable and necessary legal fees, costs and expenses charged by an INCIDENT RESPONSE EXPERT in coordinating the investigation and response efforts related to the PCI COMPLIANCE VIOLATION; provided such amounts are incurred with the Company’s consent, which shall not be unreasonably withheld; (iii) for a NETWORK DISRUPTION, the Company shall reimburse the INSURED for BUSINESS INCOME LOSS; (iv) for DATA ASSET DAMAGE, the Company shall pay RESTORATION COSTS incurred by or under the direction of an INCIDENT RESPONSE EXPERT; provided such amounts are incurred with the Company’s consent, which shall not be unreasonably withheld; CPB Manus (01 18) (v) for a CYBER CRIME, the Company shall: (a) pay on behalf of the INSURED: (i) reasonable and necessary forensic fees incurred by or under the direction of an INCIDENT RESPONSE EXPERT to investigate the cause of the CYBER CRIME and/or to discover if any other DATA COMPROMISE may be present; and (ii) ransom money paid with the Company’s prior written consent to a third party to terminate that party’s DATA EXTORTION THREAT; provided such amounts are incurred or paid with the Company’s consent, which consent shall not be unreasonably withheld; and (b) reimburse the INSURED for any FRAUD LOSS that is not otherwise reimbursed by a financial institution directly resulting from the CYBER CRIME; and (vi) for REPUTATIONAL HARM, the Company shall reimburse the INSURED for REPUTATIONAL DAMAGE LOSS. 2. CYBER LIABILITY COVERAGE (Including REGULATORY ACTIONS) The Company shall pay on behalf of an INSURED all LOSS incurred as a result of any CLAIM for a MULTIMEDIA WRONGFUL ACT, NETWORK SECURITY WRONGFUL ACT, or PRIVACY WRONGFUL ACT, provided: (a) such CLAIM is first made against the INSURED during the POLICY PERIOD or any applicable EXTENDED REPORTING PERIOD and reported pursuant to Section VI. Part 2. D. of the Policy; and (b) the WRONGFUL ACT occurs after the Retroactive Date set forth in Item 5. of the Declarations. The Company has the right and duty to defend any CLAIM to which this Insuring Agreement applies, even if the allegations of such CLAIM are groundless, false or fraudulent. 3. PUBLIC RELATIONS COVERAGE Subject to the Company’s prior written consent, the Company shall pay on behalf of the INSURED the costs of a public relations consultation: (a) in response to REPUTATIONAL HARM related to a CLAIM or DATA COMPROMISE; or (b) necessary to inform potentially impacted individuals, vendors or suppliers of BUSINESS IMPERSONATION first discovered and noticed to the Company during the POLICY PERIOD. SECTION II. DEFINITIONS A. ADDITIONAL NAMED INSURED means any person, organization, or entity identified as an ADDITIONAL NAMED INSURED in an endorsement issued by the Company. B. APPLICATION means the application accepted for the issuance of this Policy by the Company, including any and all materials and information submitted to the Company in connection with such application. C. ASSESSMENTS mean any of the following amounts assessed against the INSURED pursuant to a merchant service agreement as a result of a PCI COMPLIANCE VIOLATION: 1. Account Data Compromise (“ADC”) Fraud Recovery losses; 2. ADC operational reimbursement costs for reissuing payment cards or monitoring compromised or potentially compromised accounts; 3. Case management fees for the card association’s costs to investigate the PCI COMPLIANCE VIOLATION; or 4. Fines or penalties. CPB Manus (01 18) D. AUTOMOBILE means a land motor vehicle, trailer, semi-trailer, mobile equipment, or off-road motor vehicle, including any machinery or apparatus attached thereto. E. BODILY INJURY means: 1. physical injury, sickness, disease, or building-related illness sustained by any person, including death resulting therefrom and, solely with regard to this Item E.1., any accompanying medical or environmental monitoring; 2. court-ordered medical monitoring; or 3. mental anguish, emotional distress, or shock, caused by a POLLUTION CONDITION. F. BUSINESS IMPERSONATION means fraudulent communications (including but not limited to websites, e-mails, or phone calls) from an entity or individual other than an INSURED designed to impersonate the INSURED (including but not limited to its CONTENT, products, services, or websites) and/or any INSURED PERSON with the goal of deceiving any customer, supplier or business partner of the INSURED or any other third party, into sharing credentials and/or personally identifiable information with, or fraudulently inducing such parties to transfer their money or property to the sender of such fraudulent communication. G. BUSINESS INCOME LOSS means: 1. RESTORATION COSTS incurred with the Company’s prior written consent; 2. net profit before income taxes that the INSURED is prevented from earning due to a NETWORK DISRUPTION; 3. normal operating expenses incurred by the INSURED (including payroll) if such operating expenses must continue during the RESTORATION PERIOD and would have been incurred had there not been a NETWORK DISRUPTION; and 4. reasonable and necessary expenses incurred by the INSURED with the Company’s prior consent to minimize, avoid or reduce a NETWORK DISRUPTION, if over and above the INSURED’s normal operating and payroll expenses. BUSINESS INCOME LOSS shall be subject to the WAITING PERIOD RETENTION, limited by the RESTORATION PRIOD, and calculated on an hourly basis by the sum of (1) through (4) above, each sustained during the RESTORATION PERIOD. In determining the amount of net profit or loss and expenses covered under Insuring Agreement 1.(iii) of Coverage D, the Company will give due consideration to the net profit or loss of the INSURED before the NETWORK DISRUPTION and the INSURED’S probable net profit or loss if no NETWORK DISRUPTION had occurred. However, net profit or loss calculations shall not include, and the Policy will not cover, any net income that would likely have been earned as a result of an increase in the volume of the INSURED’S business due to favorable business conditions caused by the impact of any event similar to a NETWORK DISRUPTION suffered by other businesses. BUSINESS INCOME LOSS shall not include LOSS, FRAUD LOSS, REPUTATIONAL DAMAGE LOSS; contractual penalties; goodwill impairment; liability to a third party; break-up fees; any other consequential losses or damages not mentioned above; or any related legal costs or expenses. H. CARRIER means a person or entity, including any INSURED or any subsidiary or affiliate company of an INSURED, engaged by or on behalf of the INSURED to transport material by AUTOMOBILE, aircraft, watercraft, or rolling stock, but only if such person or entity is properly licensed to transport such material and in the business of transporting such material. CPB Manus (01 18) I. CLAIM means: 1. with regard to Coverage A.1., A.2., and Coverage B., a demand, notice, or assertion of a legal right alleging liability or responsibility on the part of the INSURED because of: (i) a POLLUTION CONDITION; or (ii) an actual or alleged act, error or omission in PROFESSIONAL SERVICES, including but not be limited to lawsuits, orders, petitions or governmental or regulatory actions filed against the INSURED; 2. solely with regard to Coverage A.3., a written demand made by the INSURED alleging liability or responsibility on the part of the DESIGN PROFESSIONAL for LOSS arising out of an actual or alleged act, error or omission in PROFESSIONAL SERVICES performed by the DESIGN PROFESSIONAL; 3. solely with regard to Coverage C: (a) a written demand for monetary or non-monetary relief; (b) a civil proceeding commenced by the filing of a complaint or similar pleading, or any appeal thereof; (c) a criminal proceeding commenced by the filing of charges, or any appeal thereof; (d) a formal administrative or regulatory proceeding commenced by the filing of charges, formal investigative order, service of summons or similar document, or any appeal thereof; (e) an arbitration, MEDIATION or similar alternative dispute resolution proceeding against an INSURED if the INSURED is obligated to participate in such proceeding or if the INSURED agrees to participate in such proceeding with the Company’s written consent, or any appeal thereof; (f) an administrative, or regulatory investigation of any INSURED commenced by the filing of notice of charges or similar document, including any proceeding initiated against any INSURED before the Equal Employment Opportunity Commission (“EEOC”) or any similar governmental body, or any appeal thereof; or (g) a written request to toll any applicable statute of limitations related to a possible CLAIM as described in paragraphs (a) through (f) above, if the INSURED chooses to report such written request to toll to the Company as a CLAIM under Section IX. F. of the Policy; provided, however, CLAIM shall not include any labor or grievance proceeding pursuant to the terms and conditions of a collective bargaining agreement; or 4. solely with regard to Coverage D: (a) a written demand for monetary damages or injunctive relief; (b) a REGULATORY ACTION; (c) a written request to enter into an agreement to toll any applicable statute of limitations prior to the commencement of any judicial, administrative, regulatory, or alternative dispute resolution proceeding; (d) a written request that an INSURED participate in an alternative dispute resolution proceeding; or (e) a civil or criminal proceeding brought against any INSURED seeking monetary or non-monetary relief and commenced by the service of a complaint or similar pleading, the return of an indictment, or the receipt or filing of notice of charges or similar document. A demand, written request or proceeding alleging PCI COMPLIANCE VIOLATIONS shall not constitute a CLAIM. J. CLAIMANT means, solely with regard to Coverage C, any EMPLOYEE or prospective EMPLOYEE of the INSURED, any INDEPENDENT CONTRACTOR, and any governmental agency acting on behalf of an EMPLOYEE or prospective EMPLOYEE. K. CLEAN-UP COSTS mean the reasonable and necessary expenses incurred to investigate, remove, dispose of, abate, contain, treat, or neutralize a POLLUTION CONDITION, including any associated monitoring and testing costs: CPB Manus (01 18) 1. to the extent required by federal, state, local or provincial laws, including but not limited to statutes, rules, ordinances, guidance documents, regulations and all amendments thereto, including state voluntary cleanup or risk based corrective action guidance, governing the liability or responsibilities of the INSURED; or 2. in the absence of items in 1. above, to the extent recommended by an ENVIRONMENTAL PROFESSIONAL. CLEAN-UP COSTS include: (a) REPLACEMENT COSTS; (b) EMERGENCY RESPONSE COSTS; (c) any associated punitive, exemplary, or multiplied damages where insurable by law; and (d) civil fines, penalties and assessments, but only to the extent they: (i) arise solely from the investigation, removal, disposal of, abatement, containment, treatment or neutralization of a POLLUTION CONDITION; (ii) are imposed by a government entity acting under authority of applicable federal, state, local or provincial laws; and (iii) are insurable by law. L. COMPLETED OPERATIONS mean those services set forth in Part 1. of Definition O. CONTRACTING SERVICES that are completed. COMPLETED OPERATIONS do not include any such CONTRACTING SERVICES that have not been completed or have otherwise been abandoned. Such CONTRACTING SERVICES will be considered completed at the earliest of the following times: 1. when all such CONTRACTING SERVICES to be performed under the contract have been completed; or 2. when all such CONTRACTING SERVICES to be performed at the JOB SITE have been completed; or 3. when that portion of such CONTRACTING SERVICES has been put to its intended use by any person or entity other than another contractor or subcontractor working on the same project. Those services set forth in Part 1. of Definition O. CONTRACTING SERVICES that may require further maintenance, service, correction, repair or replacement, but are otherwise complete, shall be deemed completed. M. COMPUTER SYSTEMS means: 1. the COVERED NETWORK; 2. INSURED PERSONS (as specified for Coverage D) owned devices when used in connection with the INSURED’S business activities; and 3. THIRD PARTY NETWORKS. N. CONTENT means communicative material of any kind or nature whatsoever, including words, pictures, sounds, images, graphics, software, code and data, conveyed via any method or medium including print, broadcast, digital and electronic, for any purpose including news, entertainment, art, information, advertising and corporate communications, if created: 1. by or on behalf of the INSURED for its own use; or 2. by third parties and collected, maintained, moderated or disseminated by or on behalf of the INSURED, including via any chat room, blog, bulletin board, website or social media site moderated, owned or operated by or on behalf of the INSURED; provided, however, CONTENT shall not include advertising created by the INSURED for others, product design, labelling or packaging, architectural or industrial design, or the goods, products or services described or displayed in communicative materials. CPB Manus (01 18) O. CONTRACTING SERVICES mean: 1. all construction services performed by or on behalf of the INSURED at a JOB SITE; or 2. the transportation of goods, materials, or waste by a CARRIER, including any loading or unloading of such goods, materials, or waste, but only if such transportation is in support of those services identified in Part 1. above. P. COVERED NETWORK means all leased or INSURED owned: 1. computer hardware (including but not limited to desktops, laptops, mobile devices, printers, copiers, and servers); and 2. networking equipment (including but not limited to routers, switches, gateways, and hubs). operated by the INSURED solely in connection with the INSURED’S business operations; Q. CYBER CRIME means the following, if committed by a person or entity other than an INSURED and without the involvement of an INSURED: 1. the transmission of fraudulent instructions, whether written, electronic, or otherwise, to a financial institution which direct that financial institution to initiate an electronic funds transfer from the INSURED or otherwise debit the INSURED’S accounts; 2. the UNAUTHORIZED ACCESS, through electronic means, of the credentials (including but not limited to passwords, PINs, or security codes) related to the INSURED’S financial accounts or the accounts of third parties which are under the INSURED’S control; 3. TELECOMMUNICATIONS HACKING; and 4. DATA EXTORTION THREAT. R. DATA ASSET means software and electronic data (including but not limited to databases, audio/video files, websites, intranets, and extranets) maintained by or on behalf of the INSURED in connection with the INSURED’S business operations. S. DATA ASSET DAMAGE means loss of control over, damage to, or destruction of a DATA ASSET. T. DATA BREACH means UNAUTHORIZED ACCESS to, UNAUTHORIZED USE of, loss of control over (including but not limited to the loss of any laptop, smartphone or other portable device that contains PROTECTED INFORMATION), or disclosure of, PROTECTED INFORMATION stored (or captured solely for purposes of processing electronic payments) by or on behalf of the INSURED in connection with the INSURED’S business activities. U. DATA COMPROMISE means a DATA BREACH, DATA EXTORTION THREAT, DATA ASSET DAMAGE, CYBER CRIME, PCI COMPLIANCE VIOLATION or NETWORK DISRUPTION sustained by the INSURED. V. DATA EXTORTION THREAT means a threat or series of threats by someone other than an Insured to cause or prolong a DATA COMPROMISE. W. DESIGN PROFESSIONAL means an organization or entity, or any sub-contractor or sub-consultant thereof, that performs PROFESSIONAL SERVICES on behalf of the INSURED pursuant to a written contract with the FIRST NAMED INSURED or an ADDITIONAL NAMED INSURED that was signed by the DESIGN PROFESSIONAL before the actual or alleged act, error or omission in PROFESSIONAL SERVICES. DESIGN PROFESSIONAL does not include any organization or entity, or sub-contractor or sub-consultant thereof, that is not duly certified or licensed to perform such PROFESSIONAL SERVICES. X. EMERGENCY RESPONSE COSTS mean costs, charges or expenses incurred by the INSURED on an emergency basis, where delay on the part of the INSURED would cause injury to persons, damage to property, or increase significantly the cost of responding to a POLLUTION CONDITION. The INSURED shall notify the Company of all such expenses immediately after the emergency ends. CPB Manus (01 18) Y. EMPLOYEE means: 1. solely with regard to Coverage C, any natural person whose labor or service is engaged and directed by the INSURED in the ordinary course of the INSURED’S business including past, present, future, part-time, seasonal, temporary or leased employees, volunteers, interns and students. EMPLOYEE shall not include any INDEPENDENT CONTRACTOR; and 2. Solely with regard to Coverage D, any natural person whose labor or service is engaged and directed by the INSURED including any permanent, temporary, leased, or volunteer worker. EMPLOYEE shall not mean an EXECUTIVE or an INDEPENDENT CONTRACTOR. Z. EMPLOYMENT PRACTICES WRONGFUL ACT means any of the following acts by any INSURED, but only if alleged by or on behalf of a CLAIMANT: 1. wrongful dismissal, discharge or termination of employment, whether actual or constructive, or breach of an express or implied employment contract; 2. employment related misrepresentation; 3. workplace harassment of any kind; 4. discrimination; 5. wrongful failure to employ or promote; 6. wrongful discipline; 7. wrongful demotion or deprivation of career opportunity, including defamatory statements made in connection with an employee reference; 8. failure to grant tenure; 9. negligent evaluation; 10. failure to provide and enforce adequate workplace or employment policies and procedures; 11. wrongful retaliation; 12. employment related libel, slander, defamation, or invasion of privacy; 13. workplace bullying; 14. sexual harassment whether “quid pro quo”, hostile work environment or otherwise; 15. negligent supervision, negligent training, negligent hiring or negligent retention; or 16. breach of any actual or alleged INDEPENDENT CONTRACTOR AGREEMENT. AA. ENVIRONMENTAL DAMAGE means physical injury to the atmosphere, structures, soil, surface water or groundwater arising from a POLLUTION CONDITION and resulting in CLEAN-UP COSTS. ENVIRONMENTAL DAMAGE does not include PROPERTY DAMAGE. BB. ENVIRONMENTAL PROFESSIONAL means an individual designated by the Company who is duly certified or licensed in a recognized field of environmental science as required by a state board, a professional association, or both. The Company shall consult with the FIRST NAMED INSURED in conjunction with the selection of the ENVIRONMENTAL PROFESSIONAL. The Company may require that such professional meet certain minimum qualifications and maintain errors and omissions insurance. CC. EXECUTIVE means, solely with regard to Coverage D, the INSURED’S: 1. Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, Chief Information Security Officer; 2. General Counsel; CPB Manus (01 18) 3. Insurance Risk Manager; 4. General Partner, in the event an INSURED is organized as a partnership; or 5. Managing Member, in the event an INSURED is organized as a Limited Liability Corporation; or the respective functional equivalents of (1) through (5) above. DD. EXTENDED REPORTING PERIOD means the Automatic Extended Reporting Period or, if applicable, the Optional Extended Reporting Period described in Section V. of this Policy. EE. FIRST NAMED INSURED means the person or entity stated in Item 1. of the Declarations. FF. FRAUD LOSS means: 1. loss of MONEY and/or SECURITIES; or 2. solely with respect to TELECOMMUNICATIONS HACKING, the charges for unauthorized calls; incurred by the INSURED; provided, however, FRAUD LOSS shall not mean any indirect or consequential damages; or unless this Policy is specifically endorsed to provide such coverage, any loss to the INSURED resulting from the transfer of any property of the INSURED (including but not limited to money or other financial assets) by an authorized person by reason of that person having been deceived by a third party, regardless of whether or not such deception involves electronic means and/or manipulation. GG. GREEN BUILDING MATERIALS mean any building products or construction materials that are recognized by The Leadership in Energy and Environmental Design (LEED®) or Energy Star as: (i) being environmentally preferable or sustainable; or (ii) providing enhanced energy efficiency. HH. IMMIGRATION PRACTICES VIOLATION means any actual or alleged violation of the Immigration Reform and Control Act of 1986 (IRCA), any rule or regulations promulgated under IRCA, or any similar provision of any federal, state, local or foreign law. II. INCIDENT RESPONSE EXPERT means the firm retained by the INSURED or the Company pursuant to Section VII. of this Policy in connection with a DATA COMPROMISE. JJ. INDEPENDENT CONTRACTOR means any natural person, other than an EMPLOYEE, who performs services on behalf of the INSURED pursuant to an INDEPENDENT CONTRACTOR AGREEMENT. KK. INDEPENDENT CONTRACTOR AGREEMENT means any express contract or agreement between the INSURED and any INDEPENDENT CONTRACTOR, or any entity on behalf of an INDEPENDENT CONTRACTOR, governing the INSURED’S engagement of such INDEPENDENT CONTRACTOR. LL. INSURED means: 1. the FIRST NAMED INSURED; 2. any ADDITIONAL NAMED INSURED; and 3. solely with regard to Coverages A and B, any present or former director, officer, partner, member, employee, leased or temporary worker of the FIRST NAMED INSURED or any ADDITIONAL NAMED INSURED, while acting within the scope of his/her duties as such; and 4. any organization or entity, in existence at any time prior to the POLICY PERIOD, in which the FIRST NAMED INSURED has: (i) an ownership interest of fifty percent (50%) or more; or (ii) control over the management thereof; and 5. solely with regard to Coverages A and B, any joint venture in which the FIRST NAMED INSURED or any ADDITIONAL NAMED INSURED is named as a co-venturer, but solely to the extent such FIRST NAMED INSURED or ADDITIONAL NAMED INSURED is liable because of its performance CONTRACTING SERVICES provided under such joint venture; and CPB Manus (01 18) 6. solely with regard to Coverage B under this Policy and only when required by written contract, INSURED also includes: A. the client for whom the INSURED performs CONTRACTING SERVICES provided that such contract was signed by the INSURED and such client prior to the date the POLLUTION CONDITION first commenced. However, the client is included as an INSURED under this Policy solely to the extent that the client is found liable based upon CONTRACTING SERVICES negligently performed by an INSURED other than the client. No coverage will be provided for such entity’s own negligence or strict liability; and B. any entity unrelated to the FIRST NAMED INSURED or any ADDITIONAL NAMED INSURED, provided that such contract was signed by the INSURED and the client for whom the INSURED performs CONTRACTING SERVICES prior to the date the POLLUTION CONDITION first commenced. However, such entity is included as an INSURED under this Policy solely to the extent that it is found liable based upon CONTRACTING SERVICES negligently performed by an INSURED other than such entity. No coverage will be provided for such entity’s own negligence or strict liability. Coverage for such client or entity under this Policy shall not exceed the lesser of the following amounts: (i) the Limit of Liability required under such written contract; or (ii) the applicable Coverage B Limit of Liability of this Policy; and 7. Solely with regard to Coverages C and D, any INSURED PERSONS. However, INSURED does not include any DESIGN PROFESSIONAL. Notwithstanding Section IX. CONDITIONS, Item O. OTHER INSURANCE, and only when required by such written contract, the coverage afforded under this Policy for any person or entity who is an INSURED solely by reason of subparagraph 6. of the Definition of INSURED will apply as primary as to any other valid and collectible insurance available to such INSURED. MM. INSURED PERSONS means: 1. with regard to Coverages C and D: (a) all persons who were, now are, or shall be directors, officers, management committee members, members of the board of managers or natural person general partners of the INSURED; (b) all EMPLOYEES; 2. solely with regard to Coverage C, INDEPENDENT CONTRACTORS, but only if the INSURED provides indemnification to such INDEPENDENT CONTRACTORS in the same manner as provided to any EMPLOYEE of the INSURED. NN. JOB SITE means a location at which those services set forth in Part 1. of Definition O. CONTRACTING SERVICES are performed. JOB SITE also includes real property rented or leased by the INSURED during the course of performing CONTRACTING SERVICES, but only if such real property is utilized in direct support of such CONTRACTING SERVICES. However, JOB SITE does not include any other location that is managed, operated, owned, or leased by an INSURED or any subsidiary or affiliate of an INSURED, except for any such location that is managed, operated, owned, or leased solely by any person or organization that is an INSURED only by reason of subparagraph 6. of the definition of INSURED. OO. LEGAL EXPENSE means: 1. with regard to Coverages A and B, attorneys’ fees and other charges and expenses incurred in the investigation, adjustment, defense, or settlement of any CLAIM for LOSS or as it respects Coverage B CLEAN-UP COSTS, or in connection with the payment of any CLEAN-UP COSTS. For all included Coverages except Coverage D, LEGAL EXPENSE includes the fees and expenses of consultants, expert witnesses, CPB Manus (01 18) accountants, court reporters, and other vendors, for goods or services in connection with such investigation, adjustment, defense, or settlement, whether incurred by the INSURED, defense counsel, or the Company. LEGAL EXPENSE also includes costs of appeal bonds, and pre-judgment and post-judgment interest. LEGAL EXPENSE does not include salary charges of regular employees or officials of the Company, fees and expenses of supervisory counsel retained by the Company, or the time and expense incurred by the INSURED in assisting in the investigation or resolution of a CLAIM or in connection with CLEAN-UP COSTS, including but not limited to the costs of the INSURED's in-house counsel. 2. With regard to Coverages C and D: (a) reasonable and necessary legal fees, costs and expenses incurred in the investigation, defense or appeal of a CLAIM; (b) premium for an appeal, attachment or similar bond, but without any obligation to apply for and obtain such bond, in connection with a CLAIM; (c) reasonable and necessary legal fees, costs and expenses incurred by the INSURED at the specific written request of the Company during the investigation, defense or appeal of a CLAIM; and (d) solely as respects Coverage D, forensic fees incurred to investigate the cause of and/or to identify persons or entities affected by an intrusion of the COMPUTER SYSTEM which resulted in UNAUTHORIZED ACCESS to, UNAUTHORIZED USE of, loss of control over, or disclosure of, PROTECTED INFORMATION in the care, custody, or control of the INSURED or an independent contractor of the INSURED that is holding, processing or transferring such information on behalf of the INSURED. PP. LOSS means: 1. with regard to Coverages A.1 and A.2., a monetary judgment, award or settlement of: (a) compensatory damages; or (b) punitive, exemplary or multiplied damages, civil fines, penalties and assessments, where insurable by law. 2. with regard to Coverage A.3, the sum the INSURED is legally entitled to recover from the DESIGN PROFESSIONAL as determined by: (a) a final judgment by a court of competent jurisdiction; (b) a final award in an arbitration or other form of dispute resolution to which the INSURED must submit, or to which it submits with the Company’s prior written consent; or (c) a settlement with the DESIGN PROFESSIONAL, which the INSURED makes with the Company’s prior written consent. 3. with regard to coverage Coverages B, a monetary judgment, award or settlement of: (a) compensatory damages; or (b) punitive, exemplary or multiplied damages, civil fines, penalties and assessments, where insurable by law; because of BODILY INJURY or PROPERTY DAMAGE. However, with regard to Coverage A, LOSS does not include any: (i) return, refund, or disgorgement of any INSURED’s fee or other sum, whether or not the INSURED received it for PROFESSIONAL SERVICES, expenses, or otherwise; CPB Manus (01 18) (ii) cost of complying with any injunctive or other equitable relief; or (iii) liquidated damages, whether such liquidated damages are pursuant to contract or otherwise. 4. with regard to Coverage C, (a) judgments, including pre-judgment interest, post-judgment interest; (b) compensatory damages, punitive or exemplary damages, or the multiple portion of any multiplied damage award; (c) settlements; (d) liquidated damages awarded pursuant to the Age Discrimination in Employment Act, Family and Medical Leave Act or the Equal Pay Act; (e) back pay, front pay, CLAIMANT’S attorney’s fees awarded by a court against an INSURED or agreed to by the Company in connection with a settlement (but only if such CLAIMANT’S attorney’s fees are agreed to in writing by the Company at the time of or after a final settlement); or (f) LEGAL EXPENSE, as defined for Coverages C and D; provided, however, LOSS shall not include: (i) taxes or criminal or civil fines or penalties imposed by law; or (ii) any matter which may be deemed uninsurable under the law pursuant to which this Policy shall be construed. The enforceability of the foregoing coverage for punitive or exemplary damages or the multiple portion of any multiplied damage award shall be governed by the applicable law which most favors coverage. 5. with regard to Coverage D: (a) LEGAL EXPENSE, as defined for Coverages C and D; (b) solely with respect to any CLAIM other than a REGULATORY ACTION: (i) monetary damages, settlements or judgments; (ii) pre-judgment or post-judgment interest; and (iii) punitive or exemplary damages, or the multiple portion of any multiplied damages award, but only to the extent such damages are insurable under the applicable law most favorable to the insurability of such damages; and (c) solely with respect to a REGULATORY ACTION: (i) the amount paid to establish a consumer redress fund created as a result of a REGULATORY ACTION; or (ii) any civil fines or penalties imposed as a result of such REGULATORY ACTION; provided, however, LOSS shall not include: taxes; the return or repayment of fees, deposits, commissions or charges for goods or services; the costs incurred in the recall, re-performance or correction of services, CONTENT, goods or activities; the costs of the INSURED’S compliance with or any LOSS incurred as a result of an injunction or other equitable order or judgment, other than the amount paid to establish a consumer redress fund as a result of a REGULATORY ACTION; or civil or criminal fines or penalties, other than civil fines or penalties imposed as a result of a REGULATORY ACTION. QQ. MALICIOUS CODE means any virus, worm, trojan horse, backdoor or similar malicious software program. RR. MEDIATION means the process by which a neutral third party evaluates a CLAIM and provides non-binding recommendations in an effort to facilitate a resolution of such CLAIM. CPB Manus (01 18) SS. MITIGATION COSTS mean the reasonable costs and expenses that are necessary to: 1. prevent further harm, injury or damage to persons or tangible property; or 2. reduce the INSURED’s liability to any person or organization that is not an INSURED, but only if the INSURED expects to incur such liability as a direct result of an act, error or omission in the PROFESSIONAL SERVICES. However, MITIGATION COSTS do not include: (i) any of the INSURED’s overhead, mark-up, profit or labor costs; (ii) any consequential damages or costs, including but not limited to delay damages, cost over-runs, lost profits, liquidated damages, or loss of use; or (iii) any work that is a betterment or exceeds the scope of the original project. TT. MOLD MATTER means mold, mildew, or any type or form of fungus, including any mycotoxins, spores, or byproducts produced or released by fungi. UU. MONEY means: 1. currency, including virtual currency (bitcoins), coins and bank notes in current use and having a face value; or 2. travelers checks, register checks and money orders held for sale to the public. VV. MULTIMEDIA ACTIVITY means: 1. the dissemination of CONTENT by the INSURED, by any form, method or medium of communication; 2. the creation or gathering of CONTENT by the INSURED; or 3. the dissemination of CONTENT by any party with whom the INSURED has entered into a written, oral or implied-in-fact indemnification or hold harmless agreement regarding such CONTENT. WW. MULTIMEDIA WRONGFUL ACT means any actual or alleged: 1. libel, slander, trade libel, product disparagement or any other defamation or harm to the character or reputation of any person or entity; 2. invasion or infringement of the right of privacy or publicity, including the torts of intrusion upon seclusion, publication of private facts, false light or misappropriation of name or likeness; 3. outrage or infliction of emotional distress; 4. dilution or infringement of title, slogan, trademark, trade name, trade dress, service mark or service name; 5. copyright infringement, plagiarism, or misappropriation of information, ideas or other similar property rights; or 6. piracy or unfair competition, but only if arising out of (1) through (5) above; resulting from any MULTIMEDIA ACTIVITY. XX. NETWORK DISRUPTON means: 1. SECURITY EVENT RELATED OUTAGE; or 2. VENDOR ERROR RELATED OUTAGE; provided, however, NETWORK DISRUPTION shall not mean an outage related to a THIRD PARTY NETWORK unless this Policy is specifically endorsed to cover such outage. YY. NETWORK SECURITY WRONGFUL ACT means an actual or alleged negligent act, error or omission by or on behalf of the INSURED in the performance of the INSURED’S business that causes or fails to prevent: 1. UNAUTHORIZED ACCESS to or UNAUTHORIZED USE of the COVERED NETWORK; CPB Manus (01 18) 2. the transmission of any MALICIOUS CODE from the COVERED NETWORK to a third party’s computer systems; 3. BUSINESS IMPERSONATION; and/or 4. a NETWORK DISRUPTION. ZZ. NON-OWNED DISPOSAL SITE (“NODS”) means a location used for the treatment, storage, or disposal of waste, but only if: 1. the waste is generated by CONTRACTING SERVICES; and 2. the NODS is not managed, operated, owned, or leased by the INSURED or any subsidiary or affiliate of the INSURED; and 3. the NODS is permitted and/or licensed by any federal, state, local or provincial authorities to accept such material as of the date of the treatment, storage, or disposal; and 4. the NODS is not listed on a proposed or final Federal National Priorities List (“NPL”) and any State or Provincial equivalent NPL, Superfund, or Hazardous Waste list prior to the treatment, storage, or disposal. AAA. PCI COMPLIANCE VIOLATION means alleged or actual violation of the applicable Payment Card Industry Data Security Standards (PCI-DSS) in effect when such violation is first discovered. BBB. POLICY PERIOD means the period stated in Item 2. of the Declarations. However, if this Policy is cancelled by either the FIRST NAMED INSURED or the Company, the policy period ends at the effective date and time of the cancellation. CCC. POLLUTANTS mean any solid, liquid, gaseous or thermal pollutant, irritant or contaminant, including but not limited to smoke, vapors, odors, soot, fumes, acids, alkalis, toxic chemicals, hazardous substances, petroleum hydrocarbons, waste, including medical, infectious, red bag, and pathological wastes, legionella, electromagnetic fields, MOLD MATTER and low-level radioactive waste and material. DDD. POLLUTION CONDITION means: 1. the discharge, dispersal, release, seepage, migration, or escape of POLLUTANTS into or upon land or structures thereupon, the atmosphere, or any watercourse or body of water including groundwater; 2. the illicit abandonment of contained or uncontained POLLUTANTS at a JOB SITE, but only if such abandonment was committed by a person(s) or entity(ies) other than an INSURED and without the knowledge of any RESPONSIBLE PERSON; 3. the existence of MOLD MATTER, on, at, or within a building or structure; and 4. the discharge, dispersal, release, or escape of methamphetamines or other chemicals associated with methamphetamine laboratories within a building or structure. EEE. PRIVACY WRONGFUL ACT means any actual or alleged: 1. negligent act, error or omission by or on behalf of the INSURED in the performance of the INSURED’S business that actually or allegedly causes or fails to prevent UNAUTHORIZED ACCESS to, UNAUTHORIZED USE of, loss of control over (including but not limited to the loss of any laptop, smartphone or other portable device that contains PROTECTED INFORMATION), or disclosure of, PROTECTED INFORMATION in the care, custody, or control of the INSURED or an INDEPENDENT CONTRACTOR of the INSURED that is holding, processing or transferring such information on behalf of the INSURED; 2. violation of any federal, state, local or foreign law or regulation regarding the maintenance, protection, use or disclosure of PROTECTED INFORMATION; or CPB Manus (01 18) 3. violation of any publicly stated policy of the INSURED relating to PROTECTED INFORMATION. FFF. PROFESSIONAL SERVICES mean: 1. solely with regard to Coverage A.1., any professional services performed by or on behalf of the INSURED in support of covered CONTRACTING SERVICES; 2. solely with regard to Coverage A.2., design, design assist, engineering, or value engineering performed on behalf of the INSURED; or 3. solely with regard to Coverage A.3., design, design assist, engineering, or value engineering performed by the DESIGN PROFESSIONAL. GGG. PROPERTY DAMAGE means: 1. physical injury to, or destruction of, the real property or tangible personal property of any: (a) person or organization that is not an INSURED; or (b) any person or organization that is an INSURED only by reason of subparagraph 6. of the definition of INSURED, including the resulting loss of use of such property; or 2. loss of use of such property that has not been physically injured or destroyed; 3. diminution in the value of such property; or 4. natural resource damage which means the physical injury to, or destruction of, as well as the assessment of such injury or destruction, including the resulting loss of value of land, fish, wildlife, biota, air, water, groundwater, drinking water supplies, and other such resources belonging to, managed by, held in trust by, appertaining to, or otherwise controlled by the United States (including the resources of the fishery conservation zone established by the Magnuson-Stevens Fishery Conservation and Management Act(16 U.S.C. 1801 et. seq.)), any State, Local or Provincial government, any foreign government, any Native American tribe, or, if such resources are subject to a trust restriction or alienation, any member of a Native American tribe. caused by a POLLUTION CONDITION. However, PROPERTY DAMAGE does not include CLEAN-UP COSTS or ENVIRONMENTAL DAMAGE. HHH. PROTECTED INFORMATION means: 1. any non-public personally identifiable information (including but not limited to personal health information), whether in electronic form or otherwise, which is protected from UNAUTHORIZED ACCESS, UNAUTHORIZED USE, or disclosure by any federal, state, local or foreign law or regulation or by any publicly stated policy of the INSURED; and 2. any confidential, non-public business information of a third party that is the subject of a confidentiality agreement between the INSURED and such third party. III. REGULATORY ACTION means a written request for information, civil investigation or administrative proceeding or civil proceeding brought by any local, state, federal or regulatory agency for any PRIVACY WRONGFUL ACT in connection with a DATA BREACH. However, REGULATORY ACTION shall not include any written request, investigation, or proceeding of any kind brought by or on behalf of the Securities and Exchange Commission or its functional equivalent in any foreign jurisdiction. JJJ. RELATED CLAIMS mean all CLAIMS arising from any of the same WRONGFUL ACTS or RELATED WRONGFUL ACTS, regardless of the number of claimants, INSUREDS or underlying transactions or events. KKK. RELATED EVENTS mean all DATA COMPROMISES which are based upon, arise out of, directly or indirectly result from, in consequence of, or in any way involve the same or a related series of facts, circumstances, situations, transactions or events, whether related logically, causally, or in any other way. LLL. RELATED WRONGFUL ACTS mean WRONGFUL ACTS which are based upon, arise out of, directly or indirectly result from, in consequence of, or in any way involve the same or a related series of facts, circumstances, situations, transactions or events, whether related logically, causally, or in any other way. CPB Manus (01 18) MMM. REPLACEMENT COSTS mean reasonable and necessary costs incurred by the INSURED, with the Company’s written consent, to repair, restore or replace damaged real property or tangible personal property in order to restore the property to the condition it was in prior to it being damaged, but only if the damage to such real property or tangible personal property occurred in the course of incurring CLEAN-UP COSTS. REPLACEMENT COSTS includes the use of GREEN BUILDING MATERIALS. REPLACEMENT COSTS shall not exceed the actual cash value of such real property or tangible personal property prior to incurring the CLEAN-UP COSTS, plus the increased costs, if any, for GREEN BUILDING MATERIALS. For the purposes of this definition, actual cash value means replacement cost reduced by physical depreciation and obsolescence. NNN. REPUTATIONAL DAMAGE LOSS means the net profit or loss before income taxes the INSURED is prevented from earning due to REPUTATIONAL HARM and resulting in a measureable reduction of the INSURED’S sales. In determining the amount of net profit or loss, the Company will give due consideration to the net profit or loss earned by the INSURED before the REPUTATIONAL HARM and the INSURED’S probable net profit or loss if no REPUTATONAL HARM had occurred. The calculation of REPUTATIONAL DAMAGE LOSS shall be limited by the earlier of: 1. the date the INSURED’S gross revenues are restored to the level they had been prior REPUTATIONAL HARM; or 2. ninety (90) days from the date of the earliest REPUTATIONAL HARM. REPUTATIONAL DAMAGE LOSS shall not include LOSS; FRAUD LOSS; BUSINESS INCOME LOSS; goodwill impairment; contractual penalties; liability to a third party; break-up fees; any other consequential losses or damages not mentioned above; or any related legal costs or expenses. OOO. REPUTATIONAL HARM shall mean adverse media reporting related to a DATA COMPROMISE or CLAIM covered under Insuring Agreements. 1. or 2. of Coverage D. REPUTATIONAL HARM shall not mean the media’s ordinary dissemination of substitute notice of a DATA BREACH. PPP. REQUIRED INSURANCE means the minimum amount of professional liability insurance a DESIGN PROFESSIONAL must have available to them prior to commencing PROFESSIONAL SERVICES for or on behalf of the INSURED, as shown in the Declarations. In no event shall the initial sum of such insurance be less than the amount stated in the Declarations. It is a condition precedent to coverage hereunder that the INSURED require the DESIGN PROFESSIONAL to evidence such insurance and warrant that the minimum amount of insurance shown in the Declarations are fully available and unimpaired immediately prior to the date the PROFESSIONAL SERVICES begin. QQQ. RESPONSIBLE PERSON means: 1. any officer, director, or partner of the INSURED; or 2. the manager, foreman, or supervisor of the INSURED responsible for environmental or health and safety affairs, control or compliance. RRR. RESTORATION COSTS mean reasonable and necessary: 1. legal, security, or forensic fees, costs, and expenses to determine the scope and cause of DATA ASSET DAMAGE; or 2. costs incurred to restore control over DATA ASSETS or to replace, restore or recollect DATA ASSETS from written records or partially or fully matching DATA ASSETS due to their corruption or destruction from DATA ASSET DAMAGE. RESTORATION COSTS shall not include any consequential losses or damages resulting from DATA ASSET DAMAGE. SSS. RESTORATION PERIOD means the period of time which begins with the first instance of a NETWORK DISRUPTION and ends with the earlier of: CPB Manus (01 18) 1. the point in time when the COVERED NETWORK returns to, or could have been restored with reasonable efforts to, substantially the level of operation that existed prior to such NETWORK DISRUPTION; or 2. exactly thirty (30) days from the first instance of the NETWORK DISRUPTION provided, however, RESTORATION PERIOD shall not include the WAITING PERIOD RETENTION. TTT. SECURITIES mean negotiable and nonnegotiable instruments or contracts representing MONEY and includes: 1. tokens, tickets, revenue and other stamps (whether represented by actual stamps or unused value in a meter) in current use; and 2. evidences of debt issued in connection with credit or charge cards, which cards are not issued by the INSURED; provided, however, SECURITIES shall not mean MONEY. UUU. SECURITY EVENT RELATED OUTAGE mean actual and measurable interruption, failure, degradation or delay in the performance of the COVERED NETWORK due to: 1. DATA ASSET DAMAGE resulting from MALICIOUS CODE introduced into the COVERED NETWORK by UNAUTHORIZED ACCESS or UNAUTHORIZED USE; 2. a denial of service attack upon the COVERED NETWORK; and/or 3. the INSURED’S suspension of its normal business activities conducted via the COVERED NETWORK for the purpose of avoiding or mitigating a DATA COMPROMISE or the possibility of transmitting MALICIOUS CODE to a third party. VVV. TELECOMMUNICATIONS HACKING means infiltration and manipulation of the telephone or fax system used by the INSURED in connection with its normal business activities. WWW. THIRD PARTY NETWORK means all the computer hardware, software, and networking equipment owned, leased, or operated by an entity or individual other than an INSURED, and, who is operating under contract with the INSURED or other entity to provide business process outsourcing services (including but not limited to call center services, database administration, and fulfillment services) and/or information technology services (including but not limited to hosting, co-location, software-as-a-service, infrastructure-as-a-service, and data storage) in support of the INSURED’S business operations. XXX. THIRD PARTY WRONGFUL ACT means as it respects coverage provided under Coverage C, any actual or alleged discrimination, harassment or violation of any person’s civil rights related to such discrimination or harassment by any INSURED but only if alleged by a customer, client, supplier, distributor or other person who is not a CLAIMANT. YYY. UNAUTHORIZED ACCESS means access, whether physical or electronic, by a person or entity without permission. ZZZ. UNAUTHORIZED USE means: 1. any manner of use by an unauthorized person or entity; and 2. use in an unauthorized manner by an authorized person or entity. AAAA. VENDOR ERROR RELATED OUTAGE means an accidental, unintentional, or negligent, act, error or omission by an entity or individual other than an INSURED who is operating under contract with the INSURED to provide programing services (including but not limited to configuration, customization, data entry, development, deployment, modification, or maintenance) in support of the COVERED NETWORK, which directly results in an actual and measurable interruption, failure, degradation or delay in the performance of the COVERED NETWORK. VENDOR ERROR RELATED OUTAGE shall not mean the architecture, configuration, or design of any element of the COVERED NETWORK that has not proven stable in a live environment for more than thirty (30) days. CPB Manus (01 18) BBBB. WAITING PERIOD RETENTION means the Waiting Period stated in Item 3. of the Declarations. CCCC. WAGE AND HOUR VIOLATION shall mean any actual or alleged violation of the duties and responsibilities imposed upon an INSURED by any federal, state, local or foreign law or regulation, including but not limited to the Fair Labor Standards Act, California Labor Code, or any similar law (except the Equal Pay Act), which governs wage, hour and payroll practices. Such practices include but are not limited to: 1. the calculation and payment of wages, overtime wages, minimum wages and prevailing wage rates; 2. the calculation and payment of any benefits; 3. reimbursement of any business expenses; 4. the classification of any person or entity for wage and hour purposes; 5. garnishments, withholdings and other deductions from wages; 6. the use of child labor; or 7. the furnishing of pay stubs and wage statements. DDDD. WRONGFUL ACT means, with regard to Coverage C, any EMPLOYMENT PRACTICES WRONGFUL ACT or THIRD PARTY WRONGFUL ACT. As respects any coverage provided under Coverage D, WRONGFUL ACT shall mean any NETWORK SECURITY WRONGFUL ACT, PRIVACY WRONGFUL ACT, or MULTIMEDIA WRONGFUL ACT. SECTION III. TERRITORY This Policy applies only to a CLAIM or DATA COMPROMISE first made or brought in, or a POLLUTION CONDITION located within, the United States, its territories or possessions, Puerto Rico or Canada, but only if the INSURED’s responsibility to pay for LOSS is determined in: A. a proceeding on the merits conducted in the United States, its territories or possessions, Puerto Rico or Canada; or B. a settlement agreed to by the Company. However, the above does not apply to any coverage provided under Coverage D (Cyber), which provides coverage anywhere in the world. SECTION IV. EXCLUSIONS A. This Insurance does not apply to any LOSS, CLEAN-UP COSTS, MITIGATION COSTS, or LEGAL EXPENSE under Coverages A or B that is: 1. Asbestos based upon or arising out of the existence of, required removal of, or abatement of, asbestos in any form, including, but not limited to, products containing asbestos, asbestos fibers, asbestos dust, and asbestos containing materials. This exclusion does not apply: (a) to Coverage A.1., A.2., or A.3.; or (b) with respect to any coverage for those services set forth in Part 1. of Definition O. CONTRACTING SERVICES; or (c) with respect to any coverage for those services set forth in Part 2. of Definition O. CONTRACTING SERVICES, to asbestos in any form, but only where the exposure occurs during the course of transportation as a result of a POLLUTION CONDITION that first commenced during the POLICY PERIOD; or (d) with respect to Coverage B.2., to asbestos in any form in soil or in any watercourse or body of water including groundwater. 2. Claims Against and Settlement with the Design Professional based upon or arising out of: CPB Manus (01 18) (a) any settlement made by the INSURED and a DESIGN PROFESSIONAL without the Company’s prior written consent; or (b) attorneys’ fees or other charges and expenses incurred by an INSURED in connection with any INSURED’s CLAIM against a DESIGN PROFESSIONAL, including but not limited to charges and expenses for any related investigation, adjustment or appeal; or (c) any judgment or sum awarded against a DESIGN PROFESSIONAL by default, or by reason of that DESIGN PROFESSIONAL’s failure or refusal to appear, plead, or defend itself or indemnify the INSURED. Subpart (c) of this exclusion does not apply if the INSURED and the Company agree on the LOSS the INSURED would have been legally entitled to recover had there been no such default, failure, or refusal. 3. Communicable Diseases based upon or arising out of any exposure to infected humans or animals, or contact with bodily fluids of infected humans or animals. 4. Contractual Liability based upon or arising from the INSURED’s assumption, under any contract or agreement, of the liability of another. This exclusion does not apply to: (a) liability the INSURED would have had in the absence of the contract or agreement; or (b) solely with regard to Coverage B.1., to liability for LOSS or CLEAN-UP COSTS assumed in a written contract that was signed by the INSURED and the INSURED’s client prior to the date the POLLUTION CONDITION first commenced, but only if such liability arises directly from a POLLUTION CONDITION arising from CONTRACTING SERVICES or COMPLETED OPERATIONS and does not arise from the sole negligence of the client. 5. Criminal Fines, Penalties and Assessments based upon or arising out of any criminal fine, criminal penalty, or criminal assessment. 6. Discrimination based upon or arising out of discrimination by any INSURED on the basis of age, creed, disability, marital status, national origin, race, sex, sexual orientation, or any other unlawful or illegal basis. This exclusion does not apply to a CLAIM under Coverage A alleging that the INSURED’s provision of, or failure to provide, PROFESSIONAL SERVICES resulted in the failure to make a reasonable accommodation under the Americans With Disabilities Act, or amendments thereto. 7. Employer's Liability/Workers' Compensation based upon or arising out of: (a) BODILY INJURY to any INSURED, or any employee of its parent, subsidiary or affiliate: (i) arising out of and incurred in the course of employment by such INSURED or its parent or subsidiary or affiliate; or (ii) who is performing duties related to the conduct of the INSURED’s business; or (b) BODILY INJURY or pecuniary loss to the spouse, child, parent, brother or sister of such INSURED or employee of its parent, subsidiary or affiliate, as a consequence of Item (a) above. This exclusion applies whether an INSURED may be liable as an employer or in any other capacity, and to any obligation to share damages with or repay another who must pay damages as a result of the BODILY INJURY or pecuniary loss. However, this exclusion does not apply to liability for LOSS assumed by the INSURED in a written contract that was signed by the INSURED and the INSURED’s client prior to the date the POLLUTION CONDITION first commenced, provided that the LOSS is only due to a POLLUTION CONDITION arising from CONTRACTING SERVICES and does not arise from the sole negligence of the client. 8. Faulty Workmanship/Own Work CPB Manus (01 18) based upon or arising out of: (a) the costs to repair or replace faulty workmanship, construction, fabrication, installation, assembly or remediation, if such faulty workmanship, construction, fabrication, installation, assembly or remediation was performed, in whole or in part, by an INSURED or an entity for whom an INSURED is legally responsible; or (b) LOSS under Coverage A.3. because of any workmanship performed by an INSURED that is not in accordance with drawings or specifications provided by a DESIGN PROFESSIONAL as they relate to any assembly, construction, erection, fabrication, installation or process. This exclusion does not apply to: (i) LOSS under Coverage A.1. or A.3. which arises from an actual or alleged act, error or omission in PROFESSIONAL SERVICES; (ii) MITIGATION COSTS under Coverage A.2.; or (iii) CLEAN-UP COSTS under Coverage B.1. 9. Hostile Acts based upon or arising out of any consequence, whether direct or indirect, of declared or undeclared war, invasion, act of foreign enemy, hostilities, civil war, rebellion, revolution, insurrection, or military or usurped power, or in defending against any one or more of those. 10. Insured vs. Insured based upon or arising out of any CLAIM by one INSURED against any other INSURED. This exclusion does not apply to a CLAIM: (a) made by a person or organization that is an INSURED only by reason of subparagraph 6. of the Definition of INSURED; or (b) that arises out of an indemnification given by one INSURED to another INSURED as specified in a contract that was submitted to and approved by the Company and added to this Policy by endorsement. 11. Insured’s Property based upon or arising out of damage to: (a) real or personal property owned by, leased by, operated by, or loaned to an INSURED; or (b) personal property in the care, custody, or control of an INSURED, even if such damage is incurred to avoid or mitigate LOSS or CLEAN-UP COSTS which may be covered under this Policy. This exclusion does not apply to: (i) REPLACEMENT COSTS; (ii) damage to property owned, leased or operated by, or in the care, custody or control of, a person or organization that is an INSURED only by reason of subparagraph 6. of the Definition of INSURED; or (iii) damage to real property rented or leased by the INSURED during the course of performing those services set forth in Part 1. of Definition O. CONTRACTING SERVICES, but only if such real property is utilized in direct support of such CONTRACTING SERVICES. 12. Intentional Acts based upon or arising out of: CPB Manus (01 18) (1) a POLLUTION CONDITION that results from any RESPONSIBLE PERSON’s intentional disregard of, or deliberate, willful, or dishonest non-compliance with, any statute, regulation, ordinance, administrative complaint, notice letter, or instruction issued by or on behalf of any governmental agency or representative; or (2) any dishonest, criminal, fraudulent, intentional misrepresentation, knowingly wrongful conduct, or negligent misrepresentation, on the part of, or at the direction of, any INSURED, in the performance of, or failure to perform, PROFESSIONAL SERVICES. 13. Known Conditions based upon or arising out of any POLLUTION CONDITION, or out of any actual or alleged act, error or omission in PROFESSIONAL SERVICES, that was known by, or reported to, any RESPONSIBLE PERSON and not specifically reported, in writing, to the Company prior to: (a) the beginning of the POLICY PERIOD; or (b) the effective date of any endorsement issued by the Company adding to this Policy any: (i) CONTRACTING SERVICES not covered by this Policy as of the first day of the POLICY PERIOD; or (ii) PROFESSIONAL SERVICES not covered by this Policy as of the first day of the POLICY PERIOD. Any such POLLUTION CONDITION, or actual or alleged act, error or omission in PROFESSIONAL SERVICES, specifically reported, in writing, to the Company, which is not otherwise excluded under this Policy by endorsement, is deemed to be first discovered on the date the CONTRACTING SERVICES or PROFESSIONAL SERVICES, as applicable, were added to this Policy. 14. Naturally Occurring Materials based upon or arising out of the existence, required removal, or abatement, of any naturally occurring material(s). This exclusion does not apply: (a) where such substances are present at, or migrate from, a JOB SITE because of CONTRACTING SERVICES; (b) to silt and sediment that migrate from a JOB SITE because of CONTRACTING SERVICES; or (c) to MOLD MATTER; or 15. Other Businesses based upon or arising out of any INSURED’s status, duties, or involvement as an officer, director, partner, member, participant, stockholder, employer or employee of any business or organization that is not stated in the Declarations or otherwise designated as or added to this Policy as an INSURED. 16. Prior Claims based upon or arising out of any CLAIM reported under any insurance policy that was both: (i) in effect before the beginning of the POLICY PERIOD; and (ii) issued by an entity other than the Company. 17. Products Liability based upon or arising out of goods or products: (a) designed, manufactured, sold, handled, distributed, altered or repaired by the INSURED, by others trading under the INSURED's name, or by any DESIGN PROFESSIONAL, including any container thereof, any failure to warn, or any reliance upon a representation or warranty made at any time with respect thereto; or (b) fabricated or installed by the INSURED or by any DESIGN PROFESSIONAL, unless a POLLUTION CPB Manus (01 18) CONDITION arises from the fabrication or installation of such goods or products as part of CONTRACTING SERVICES. 18. Retroactive Date based upon or arising out of: (a) any POLLUTION CONDITION that first commenced prior to the Retroactive Date set forth in the Declarations or as otherwise applicable, including any further dispersal, migration or movement of that POLLUTION CONDITION on or after that date; or (b) an actual or alleged act, error or omission in PROFESSIONAL SERVICES that first commenced prior to the Retroactive Date set forth in the Declarations or as otherwise applicable, including any continuous or related actual or alleged act(s), error(s) or omission(s) on or after that date. 19. Related Entities and/or Individuals based upon or arising out of a CLAIM made by any person or entity: (a) that wholly or partially owns an INSURED; (b) in which an INSURED owns an interest in excess of twenty percent (20%); (c) that is managed, operated or otherwise controlled by an INSURED; or (d) in which an INSURED is a principal, officer or director. 20. Surety, Insurance or Bonding based upon or arising out of obtaining, requiring, acquiring, or maintaining any form of surety, insurance or bond, or any failure to do any of those. 21. Vehicles based upon or arising out of the ownership, maintenance, use, operation, loading or unloading of any AUTOMOBILE, aircraft, watercraft, rolling stock or any other form of transportation, including any cargo carried thereby, beyond the legal boundaries of a JOB SITE. This exclusion does not apply to Coverage B.2. 22. Wage and Wage Related Payments based upon or arising out of the actual or alleged failure to pay, afford, or cause to be paid or afforded, to any person or entity, in whole or in part, any wages, earnings, compensation, merit pay, overtime pay, commissions, benefits or other remuneration, including but not limited to any such wages or benefits actually or allegedly due under any contract or pursuant to the Fair Labor Standards Act, the California Labor Code, the Davis-Bacon and Related Acts, Service Contract Act, Contract Work Hours and Safety Standards Act, Family Medical Leave Act, or any jurisdiction’s prevailing wage act, labor laws or similar statutes. 23. Warranties/Cost Estimates based upon or arising out of any express warranty or guarantee. This exclusion does not apply to a warranty or guarantee by the INSURED that its CONTRACTING SERVICES or PROFESSIONAL SERVICES conform to generally accepted standards. B. This Insurance does not apply to any LOSS, LEGAL EXPENSE, or any other coverage afforded under Coverages C or D that is: 1. Chargebacks solely with regard Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving any chargebacks of payment card transactions made or processed by the COMPANY, provided, however, this exclusion shall not apply to ASSESSMENTS in connection with PCI COMPLIANCE VIOLATIONS. 2. Contractual Liability (a) with regard to Coverage C, and other than LEGAL DEFENSE: CPB Manus (01 18) (1) for any obligation of the INSURED as a result of a CLAIM seeking relief or redress in any form other than money damages, including but not limited to any obligation of the INSURED to modify any building or property; or (2) for any obligation of the INSURED to pay: (i) salary, wages or other employment-related benefits to any EMPLOYEE pursuant to an express contract unless such obligation would exist absent the contract; (ii) compensation earned by an EMPLOYEE in the course of employment but not paid by the INSURED including any unpaid salary, bonus, wages, severance pay, retirement benefits, vacation days or sick days; provided, however, this exclusion shall not apply to front pay and back pay; or (iii) any money, benefits or other consideration to any INDEPENDENT CONTRACTOR pursuant to any INDEPENDENT CONTRACTOR AGREEMENT. (b) with regard to Coverage D, based upon or arising from any actual or alleged breach of any express or implied contract, agreement, warranty or guarantee, including any express or implied contract or agreement to pay royalties or to account for same. However, this exclusion shall not apply to: (1) any liability that an INSURED would have incurred in the absence of such contract, agreement, warranty or guarantee; (2) a NETWORK SECURITY WRONGFUL ACT or PRIVACY WRONGFUL ACT when the actual or alleged breach of contract or agreement is to secure or maintain PROTECTED INFORMATION; (3) any ASSESSMENT the INSURED incurs as a result of a PCI COMPLIANCE VIOLATION; or (4) a MULTIMEDIA WRONGFUL ACT, if the breach of a written, oral or implied-in-fact indemnification or hold harmless agreement between the INSURED and any party disseminating CONTENT by or on behalf of the INSURED arises out of the dissemination of such CONTENT. 3. Criminal Fines, Penalties and Assessments brought about or contributed to by: (a) any INSURED gaining any personal profit, financial advantage or remuneration to which they were not legally entitled; or (b) the deliberately fraudulent or deliberately criminal acts of any INSURED; provided, however, this exclusion shall not apply unless and until there is a final, non-appealable adjudication as to such conduct in the underlying proceeding. For acts or omissions of an INSURED which are considered a criminal violation in a Foreign Jurisdiction that are not considered a criminal violation in the United States of America or the imposition of a criminal fine or criminal sanction in such Foreign Jurisdiction will not trigger this exclusion. For purposes of this exclusion, Foreign Jurisdiction shall mean any jurisdiction, other than the United States of America or any of its territories or possession. 4. Discrimination with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving any actual or alleged harassment or discrimination of any kind. 5. Employer's Liability/Workers' Compensation for any actual or alleged: (a) bodily injury, sickness, disease, or death of any person with the exception of mental anguish or emotional distress; (b) damage to or destruction of any tangible property, including the loss of use thereof; or (c) non-employment related invasion of privacy, wrongful entry, eviction, false arrest, false imprisonment, malicious prosecution, libel or slander. 6. Mechanical Failure CPB Manus (01 18) solely with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving: (a) the mechanical failure of a COMPUTER SYSTEM as a result of routine wear and tear; or (b) the interruption or disruption of any infrastructure service or utility supplied by a third party (including but not limited to power, water, gas, communications or connectivity); provided, however, this exclusion shall not apply to a CLAIM for a PRIVACY WRONGFUL ACT or a NETWORK SECURITY WRONGFUL ACT. 7. Former Insureds solely with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving any WRONGFUL ACT committed by any INSURED or its INSURED PERSONS, or any DATA COMPROMISE involving an INSURED discovered, subsequent to the date such INSURED ceased to be an INSURED due to sale, merger, divestiture or other similar event. 8. Hostile Acts solely with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving: (a) any fire, smoke, explosion, lightning, wind, flood, earthquake, volcanic eruption, tidal wave, landslide, hail or act of God or any other physical event, however caused; provided, however, this exclusion shall not apply to a CLAIM for a PRIVACY WRONGFUL ACT or a NETWORK SECURITY WRONGFUL ACT; or (b) any lawful or unlawful seizure, confiscation, nationalization or other expropriation undertaken by a governmental authority, whether foreign or domestic, provided, however, this exclusion shall not apply to a CLAIM for a PRIVACY WRONGFUL ACT or a NETWORK SECURITY WRONGFUL ACT. 9. Insured vs. Insured solely with regard to Coverage D, based upon or arising out of any CLAIM brought by or on behalf of: (a) any other INSURED, or any other natural person or entity for whom or which an INSURED is legally liable; provided this exclusion shall not apply to an otherwise covered CLAIM by an INSURED PERSON alleging a NETWORK SECURITY WRONGFUL ACT or PRIVACY WRONGFUL ACT; (b) any entity which is a parent, affiliate, joint venture, co-venturer, or partner of any INSURED; or (c) any entity directly or indirectly controlled, operated or managed by an INSURED. 10. Bodily Injury/Property Damage (a) with regard to Coverage C, for any actual or alleged: (1) bodily injury, sickness, disease, or death of any person with the exception of mental anguish or emotional distress; (2) damage to or destruction of any tangible property, including the loss of use thereof; or (3) non-employment related invasion of privacy, wrongful entry, eviction, false arrest, false imprisonment, malicious prosecution, libel or slander; and (b) with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving any actual or alleged bodily injury or damage to or destruction of tangible property. 11. Intentional Acts (a) with regard to Coverage C, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving any actual or alleged: (1) any INSURED gaining any personal profit, financial advantage or remuneration to which they were not legally entitled; or (2) the deliberately fraudulent or deliberately criminal acts of any INSURED; CPB Manus (01 18) provided, however, this exclusion shall not apply unless and until there is a final, non-appealable adjudication as to such conduct in the underlying proceeding. For acts or omissions of an INSURED which are considered a criminal violation in a Foreign Jurisdiction that are not considered a criminal violation in the United States of America or the imposition of a criminal fine or criminal sanction in such Foreign Jurisdiction will not trigger this exclusion. For purposes of this exclusion, Foreign Jurisdiction shall mean any jurisdiction, other than the United States of America or any of its territories or possession. (b) with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving any actual or alleged: (1) dishonest, fraudulent or intentional act(s) of any INSURED; or (2) gain of any profit, remuneration or advantage to which such INSURED is not legally entitled; However: (i) such act(s) by an EMPLOYEE shall not be imputed to any other INSUREDS with respect to part (b) of this Exclusion; and (ii) part (b) of this Exclusion shall not apply to LEGAL EXPENSE, unless and until there is either an admission by an INSURED as to such conduct or there is a final adjudication or adverse finding of fact against an INSURED as to such conduct, at which time, the Company shall be entitled to reimbursement of any LEGAL EXPENSE. 12. Known Conditions with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving: (a) a DATA COMPROMISE first discovered prior to the earlier of the: (1) Inception Date as set forth in Item 2. of the Declarations; or (2) inception date of the first insurance policy issued to the FIRST NAMED INSURED of which this Policy, in whole or in part, is a direct or indirect renewal or replacement; or (b) any WRONGFUL ACT of which any EXECUTIVE had knowledge prior to the earlier of the: (1) Inception Date as set forth in Item 2. of the Declarations; or (2) inception date of the first insurance policy issued to the FIRST NAMED INSURED of which this Policy, in whole or in part, is a direct or indirect renewal or replacement; 13. Non-Covered Cyber Expense or LOSS with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving: (a) any amounts incurred by any INSURED prior to the date a CLAIM or DATA COMPROMISE is reported to the Company pursuant to Section VIII.; (b) any of the INSURED’S overhead expenses (including but not limited to compensation or benefits); provided, part (b) of this exclusion shall not apply to BUSINESS INCOME LOSS otherwise covered pursuant to Insuring Agreement I.(iii) of Coverage D; (c) any expenses to improve, restore, replace or update the COMPUTER SYSTEM and/or DATA ASSET to a level beyond that which existed prior to any DATA COMPROMISE or WRONGFUL ACT, or to identify, correct or remediate any software errors, vulnerabilities, or deficiencies; (d) any expense incurred to research and develop DATA ASSETS; (e) the economic or market value of a DATA ASSET, including trade secrets; or (f) any BUSINESS INCOME LOSS arising in whole or in part from any VENDOR ERROR RELATED OUTAGE first discovered: CPB Manus (01 18) (1) prior to the POLICY PERIOD; or (2) within ninety (90) days of the policy’s effective date. 14. Other Businesses with regard to Coverage C, for any WRONGFUL ACT of any INSURED PERSONS in their capacity as a director, officer, trustee, regent or governor of any entity other than the INSURED, even if directed or requested to serve as a director, officer, trustee or governor of such entity; 15. Pollution with regard to Coverage C, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving actual or alleged seepage, pollution, radiation, emission, contamination or irritant of any kind, including but not limited to any POLLUTANTS; provided, however, this exclusion shall not apply to any CLAIM for retaliation. 16. Pornography with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving any CONTENT deemed pornographic by the Company. 17. Price Fixing with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving any actual or alleged price fixing, restraint of trade, or monopolization. 18. Prior Claims (a) with regard to Coverage C, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving any WRONGFUL ACT or any fact, circumstance or situation which has been the subject of any notice given and accepted or CLAIM reported under any other policy that provided employment practices liability coverage of which this Policy in whole or in part is a direct or indirect renewal or replacement; or (b) With regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving any WRONGFUL ACT or DATA COMPROMISE which, before the Inception Date as set forth in Item 2. of the Declarations, was the subject of any notice given by or on behalf of any INSURED under any other insurance policy. 19. Prizes, Awards or Gambling with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving any awards, coupons, gambling, or prizes; provided, however, this exclusion shall not apply to a CLAIM for a PRIVACY WRONGFUL ACT. 20. Products Liability with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving any actual or alleged inaccurate, inadequate, or incomplete description of the price of goods, products, or services; 21. Prior and Pending Date (a) with regard to Coverage C, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving any prior and/or pending civil, criminal, administrative, arbitration or investigative proceeding involving any INSURED, including any proceeding brought by or before the EEOC or any similar state, local or foreign agency, as of the date set forth in the Declarations, or any fact, circumstance or situation underlying or alleged in such proceeding; or (b) with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving any WRONGFUL ACT underlying or alleged in any prior and/or pending litigation or administrative or regulatory proceeding of which any INSURED had received notice before the Prior and Pending Litigation Exclusion Date as set forth in Item 3. of the Declarations; 22. Statutory Violations/Governmental Investigations (a) with regard to Coverage C, based upon or arising out of any actual or alleged violation of the Employee Retirement Income Security Act of 1974 (except Section 510), the National Labor Relations Act, the Worker CPB Manus (01 18) Adjustment and Retraining Notification Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Occupational Safety and Health Act, any amendments to any of these acts or any rules or regulations promulgated under these acts or any similar provisions of any federal, state, local or foreign law; provided, however, this exclusion shall not apply to any CLAIM alleging retaliation for the exercise of any rights under such laws under Coverage C; or (b) with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving: (1) any actual or alleged violation of the Telephone Consumer Protection Act, or any other similar state, local, foreign (including but not limited to CAN-SPAM) or federal statutes or regulations relating to unsolicited facsimile transmissions, email transmissions, text message transmissions and/or telephone communications to any person or entity; (2) any investigation or proceeding by a federal, state, foreign or local regulatory agency or other governmental body concerning a potential violation of any federal, state, foreign or local law or regulation; provided, however, this exclusion shall not apply to a REGULATORY ACTION. 23. Theft solely with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving any actual or alleged misappropriation, infringement or theft, or inducement of any misappropriation, infringement or theft, of any patent or trade secret belonging to an individual or entity other than an INSURED; provided, however, this exclusion shall not apply to a CLAIM for a PRIVACY WRONGFUL ACT. 24. Value of Financial Instruments/Contract solely with regard to Coverage D, based upon, arising out of, relating to, directly or indirectly resulting from or in consequence of, or in any way involving any actual or alleged loss of or drop in the value of any financial instruments or contracts representing money or other property. 25. Wage and Wage Related Payments (a) solely with regard to Coverage C, based upon or arising out of any WAGE AND HOUR VIOLATION. However the above shall not apply until the Sublimit of Liability noted in Item 3. Of the Declarations for LEGAL EXPENSE for any Claim arising out of any WAGE AND HOUR VIOLATION is exhausted. Additionally this Exclusion 25 a. shall not apply to Claim alleging retaliation for the exercise of any rights under laws or regulations as noted within a WAGE AND HOUR VIOLATION; and (b) solely with regard Coverage D, based upon or arising out of any WAGE AND HOUR VIOLATION. SECTION V. EXTENDED REPORTING PERIOD The provisions of Section V. apply to any and all coverage provided by this Policy, or by any endorsement issued by the Company, that applies on a Claims Made and Reported basis. This Section V. does not apply to Coverage D. Insuring Agreements 1. & 3. A. Automatic Extended Reporting Period In the event of the termination of this insurance before the expiration date shown in Item 2. of the Declarations, the INSURED shall be entitled to a ninety (90) day Automatic Extended Reporting Period for no additional premium. The Automatic Extended Reporting Period will only apply to: 1. a CLAIM first made against the INSURED during the POLICY PERIOD and reported to the Company, in writing, during the ninety (90) days immediately following the effective date of such termination. Any such CLAIM will be deemed to have been made on the last day of the POLICY PERIOD, provided the CLAIM is otherwise covered by this Policy; 2. a CLAIM first made by the INSURED against a DESIGN PROFESSIONAL during the POLICY PERIOD and reported to the Company, in writing, during the ninety (90) days immediately following the effective date of such termination. Any such CLAIM will be deemed to have been made on the last day of the POLICY PERIOD, provided the CLAIM is otherwise covered by this Policy; and 3. a CLAIM first made: (a) against the INSURED; or (b) by the INSURED against the DESIGN PROFESSIONAL and reported to the Company, in writing, during the ninety (90) days immediately following CPB Manus (01 18) the effective date of such termination. Any such CLAIM will be deemed to have been made on the last day of the POLICY PERIOD, provided the CLAIM arises from: (i) a POLLUTION CONDITION that is first discovered and reported to the Company, in writing, prior to such termination, and otherwise covered by this Policy; or (ii) an actual or alleged act, error or omission in PROFESSIONAL SERVICES performed prior to the end of the POLICY PERIOD, and that is otherwise covered by this Policy. The Automatic Extended Reporting Period does not apply where: (1) the Policy is terminated for fraud or non-payment of premium; or (2) the INSURED has purchased other insurance to replace the insurance provided under this Policy. For the purposes of Section V.A. – Automatic Extended Reporting Period, under this Policy: 1. either cancellation or non-renewal shall be deemed to be a termination of this insurance; and 2. in the event of non-renewal, the expiration date shown in the Declarations shall be deemed the effective date of the termination. B. Optional Extended Reporting Period The FIRST NAMED INSURED shall be entitled to purchase an Optional Extended Reporting Period upon cancellation or non-renewal of the Policy, subject to the following terms and conditions: The FIRST NAMED INSURED shall be entitled to purchase an Optional Extended Reporting Period upon payment of an additional premium of not more than 200% of the full Policy Premium. The Optional Extended Reporting Period shall be effective for three (3) consecutive three-hundred and sixty-five (365) day periods commencing immediately following the effective date of cancellation or non-renewal. The FIRST NAMED INSURED must elect to purchase this Optional Extended Reporting Period, in writing, not later than thirty (30) days after expiration in the case of non-renewal or prior to cancellation in the case of cancellation. The Automatic Extended Reporting Period of ninety (90) days will be merged into this Optional Extended Reporting and is not in addition to it. The Optional Extended Reporting Period will only apply to each CLAIM: 1. first made against the INSURED during the Optional Extended Reporting Period; or 2. by the INSURED against the DESIGN PROFESSIONAL, but only by reason of: (i) a POLLUTION CONDITION that is first discovered and reported to the Company, in writing, during the POLICY PERIOD and otherwise covered by this Policy; or (ii) an actual or alleged act, error or omission in PROFESSIONAL SERVICES performed prior to the end of the POLICY PERIOD, and that is otherwise covered by this Policy; or (iii) with regard to Coverage C and Coverage D Insuring Agreement 2., with respect to a WRONGFUL ACT committed or allegedly committed before the end of the POLICY PERIOD and otherwise covered by this Policy. The Optional Extended Reporting Period does not apply where: (1) the Policy is terminated for fraud or non-payment of premium; or (2) the INSURED has purchased other insurance to replace the insurance provided under this Policy. For the purposes of Section V.B. – Optional Extended Reporting Period under this Policy: 1. either cancellation or non-renewal shall be deemed to be a termination of this insurance; and CPB Manus (01 18) 2. in the event of non-renewal, the expiration date shown in the Declarations shall be deemed the effective date of the termination. It is a condition precedent to the operation of the rights granted under Section V.B. that payment of the appropriate premium shall be made not later than thirty (30) days after expiration in the case of non-renewal or prior to cancellation in the case of cancellation. For purposes of Section V., the Company’s quotation of different Limits of Liability, Self-Insured Retentions, terms or conditions shall not be construed as either a termination of, or a decision not to renew, this Policy. SECTION VI. LIMIT OF LIABILITY AND SELF-INSURED RETENTION Part 1 - COVERAGES A and B ONLY A. The Limits of Liability and Self-Insured Retention shown in the Declarations and the rules below fix the most the Company will pay regardless of the number of INSUREDs, CONTRACTING SERVICES, PROFESSIONAL SERVICES, POLLUTION CONDITIONs, CLAIMs made, or persons or organizations making a CLAIM. B. For purposes of this Policy: (1) the same or related POLLUTION CONDITIONs at any one JOB SITE shall be deemed a single POLLUTION CONDITION; and (2) all of a group or series of related or connected actual or alleged acts, errors and omissions in PROFESSIONAL SERVICES shall be deemed a single actual or alleged act, error or omission in PROFESSIONAL SERVICES. C. This Policy will pay covered LOSS, CLEAN-UP COSTS, MITIGATION COSTS, LEGAL EXPENSE or any other coverages afforded under this Policy or any endorsements attached hereto only: (1) in excess of the applicable Self-Insured Retention Amount set forth in the Declarations; and (2) subject to the applicable Limit of Liability stated in the Declarations and the other terms and conditions of this Policy. However, if a CLAIM is made against the INSURED by an entity with whom the INSURED has, prior to such CLAIM, entered into a written contract that requires a Self-Insured Retention that is less than the Self-Insured Retention Amount specified in the Declarations of this Policy, then the Self-Insured Retention applicable to such CLAIM shall be such lesser amount (hereinafter referred to as "the lesser Self-Insured Retention"). Under all such circumstances, the INSURED hereby agrees to promptly reimburse the Company for the difference between the lesser Self-Insured Retention amount specified on the evidence of insurance document and the Self-Insured Retention Amount specified in the Declarations to the extent the Company pays an amount on behalf of the INSURED in excess of the lesser Self-Insured Retention. The Company’s obligation to indemnify the INSURED for LOSS under Coverage A.3 of this Policy is subject to the applicable Limit of Liability stated in the Declarations and the other terms and conditions of this Policy. The Company’s obligation to indemnify the INSURED for LOSS under Coverage A.3. does not begin until full payment of the REQUIRED INSURANCE has been made by the carrier issuing such coverage and the INSURED has paid the applicable Self-Insured Retention. However, if the full REQUIRED INSURANCE is not available due to the prior reduction or exhaustion of its limits of liability, then the Company’s obligation to indemnify the INSURED shall attach in excess of any remaining REQUIRED INSURANCE. If the REQUIRED INSURANCE is not available because the policy was cancelled, then the Company’s obligation to indemnify the INSURED shall attach in excess of the amount of REQUIRED INSURANCE set forth in the Declarations. D. The Self-Insured Retention Amount is to be borne by the INSURED and is not to be insured unless the Company has expressed its prior consent, in writing, to the FIRST NAMED INSURED. If the same or related POLLUTION CONDITIONs or any one actual or alleged act, error or omission, or out of any one group or series of related or connected actual or alleged acts, errors and omissions, in PROFESSIONAL SERVICES, could result in coverage under more than one coverage section for which a limit is stated in the Declarations, or under any other coverage afforded under this Policy, only the single highest Self-Insured Retention amongst such applicable coverages shall apply to that POLLUTION CONDITION or actual or alleged act, error or omission in PROFESSIONAL SERVICES, as applicable. The Company agrees that actual payments made to the DESIGN PROFESSIONAL by the carrier issuing the REQUIRED INSURANCE will erode the Self Insured-Retention Amount due under Coverage A.3. of this Policy, but only if such payments were made because of the same actual or alleged act, error or omission in PROFESSIONAL CPB Manus (01 18) SERVICES performed by the DESIGN PROFESSIONAL for which coverage is afforded to an INSURED under this Policy. No other Self-Insured Retention Amount due under this Policy may be insured and shall be borne by the Insured. E. Subject to Items H. and I. below, the Each POLLUTION CONDITION Limit set forth in the Declarations is the most the Company will pay for the sum of all LOSS, CLEAN-UP COSTS, and LEGAL EXPENSE under each coverage section stated in the Declarations, or under any other coverages afforded under this Policy, arising out of the same or related POLLUTION CONDITIONs. F. Subject to Items H. and I. below, the Each Act, Error or Omission Limit set forth in the Declarations is the most the Company will pay for the sum of all LOSS and LEGAL EXPENSE under all sections of Coverage A arising out of any one actual or alleged act, error or omission, or out of any one group or series of related or connected actual or alleged acts, errors and omissions, in PROFESSIONAL SERVICES. If any one actual or alleged act, error or omission, or any one group or series of related or connected actual or alleged acts, errors or omissions, in PROFESSIONAL SERVICES results in a CLAIM or LOSS under more than one section of Coverages A, it shall be considered a single CLAIM or LOSS and shall be subject to one Each Act, Error or Omission Limit and one Self-Insured Retention. Only the single highest Self-Insured Retention amongst the different sections of Coverages A shall apply to that actual or alleged act, error or omission in PROFESSIONAL SERVICES. In no event will the Company pay LOSS under more than one section of Coverage A that the Company deems, in its sole discretion, to be duplicative in nature. G. Subject to Items H. and I. below, the Each Act, Error or Omission Limit stated in the Declarations is the most the Company will pay for all MITIGATION COSTS under Coverage F arising out of any one actual act, error or omission, or out of any one group or series of related or connected actual acts, errors and omissions, in PROFESSIONAL SERVICES. Further, in the event there is a CLAIM made against the INSURED under Coverage A.1.: (a) that arises out of the same or related PROFESSIONAL SERVICES for which the INSURED has previously undertaken corrective measures in accordance with Coverage A.2.; and (b) for which coverage is thereafter afforded under Coverage A.1. of this Policy, then the INSURED’s Self-Insured Retention obligation for such CLAIM shall be reduced to the extent of costs paid by the INSURED pursuant to its Self-Insured Retention obligation for Coverage A.2. H. Subject to Item I. below, the Coverage Section Aggregate Limit set forth in the Declarations is the most the Company will pay for the sum of all LOSS, CLEAN-UP COSTS, MITIGATION COSTS and LEGAL EXPENSE under each coverage section stated in the Declarations, or under any other coverages afforded under this Policy. I. The Company's total liability for the sum of all LOSS, CLEAN-UP COSTS, MITIGATION COSTS, LEGAL EXPENSE and any other coverage afforded under this Policy, shall not exceed the Policy Aggregate Limit of Liability as stated in the Declarations. J. With regard to Coverages afforded under this Policy: 1. on a claims-made and reported basis, any LOSS, CLEAN-UP COSTS, LEGAL EXPENSE or any other coverages afforded under this Policy or any endorsements attached hereto, incurred and reported to the Company, in writing, over more than one policy period, and resulting from the same or related POLLUTION CONDITIONs, shall be considered a single POLLUTION CONDITION. The associated LOSS, CLEAN-UP COSTS, LEGAL EXPENSE or any other coverage afforded under this Policy or any endorsements attached thereto will be subject to the same Limit of Liability and Self-Insured Retention Amount(s) as indicated in the Policy in effect at the time the POLLUTION CONDITION was first reported to the Company, in writing. 2. on an occurrence basis, progressive, indivisible BODILY INJURY, PROPERTY DAMAGE or ENVIRONMENTAL DAMAGE that occurs over more than one policy period and results from the same or related POLLUTION CONDITIONs, shall be considered to have occurred only in the policy period in which the first CPB Manus (01 18) exposure to the POLLUTION CONDITION takes place. If the date of that first exposure: (i) is prior to the beginning of the Policy Period of the first policy issued to the INSURED by the Company that contains coverage that is the same or substantially similar to that contained in Coverages afforded under this Policy on an occurrence basis; or (ii) cannot be determined, then such progressive, indivisible BODILY INJURY, PROPERTY DAMAGE or ENVIRONMENTAL DAMAGE shall be considered to have occurred only on the first day of the Policy Period of the first policy issued to that INSURED by the Company that contains coverage that is the same or substantially similar to that contained in Coverages afforded under this Policy on an occurrence basis. K. Any LOSS, CLEAN-UP COSTS, MITIGATION COSTS, LEGAL EXPENSE or any other coverages afforded under this Policy, incurred and reported to the Company, in writing, over more than one POLICY PERIOD, and resulting from the same or related POLLUTION CONDITION, or out of any one group or series of related or connected actual or alleged acts, errors and omissions in PROFESSIONAL SERVICES, shall be considered a single POLLUTION CONDITION or a single actual or alleged act, error or omission in PROFESSIONAL SERVICES, respectively. The LOSS, CLEAN-UP COSTS, LEGAL EXPENSE or any other coverage afforded under this Policy will be subject to the same Limit of Liability and Self-Insured Retention Amount(s) in effect at the time the POLLUTION CONDITION, or actual or alleged act, error or omission in PROFESSIONAL SERVICES, as applicable, was first reported to the Company, in writing. L. The Limits of Liability set forth in Item 3. of the Declarations are inclusive of LEGAL EXPENSE. An additional Limit for LEGAL EXPENSE will apply to Coverages A and B. However, this additional Limit is: 1. subject to the Self-Insured Retention set forth in Item 3. of the Declarations; 2. exclusively for LEGAL EXPENSE; and 3. limited to the lesser of: (a) 25% of the applicable Limits of Liability set forth in Item 3. of the Declarations; or (b) $2,000,000. In the event a CLAIM is made against the INSURED for LOSS or CLEAN-UP COSTS, or a POLLUTION CONDITION is first discovered that results in LOSS or CLEAN-UP COSTS, the additional Limit for LEGAL EXPENSE will be applied first. After the additional Limit for LEGAL EXPENSE has been fully eroded, any other covered LEGAL EXPENSE will erode the applicable Limits of Liability shown in Item 3. of the Declarations. Furthermore, the Policy Aggregate Limit of Liability set forth in Item 4. of the Declarations shall be increased by the lesser of 25% or $2,000,000. However, this increase to the Policy Aggregate Limit of Liability will only be available for the payment of LEGAL EXPENSE under Coverages A and B. Part 2 - COVERAGES C and D ONLY A. The Limit of Liability is indicated in Item 3. of the Declarations for Coverages C and D, other than the fees identified in Section VI. Part 2. C. below as respects Coverage D, and: 1. the Aggregate Limit of Liability for Coverage C shall be the Company’s maximum liability under Insuring Agreements 1. & 2. combined, regardless of the number of CLAIMS, CLAIMANTS, WRONGFUL ACTS or INSUREDS; and 2. the Aggregate Limit of Liability for Coverage D shall be the Company’s maximum liability under Insuring Agreements 1., 2. and 3. combined, regardless of the number of CLAIMS, claimants, DATA COMPROMISES, WRONGFUL ACTS or INSUREDS; and the Company’s obligations under all Insuring Agreements of this Policy of Coverages C and D shall be deemed completely fulfilled and extinguished if the applicable Aggregate Limit of Liability is exhausted by payment of LOSS (which includes LEGAL EXPENSE) or other payments regardless of the time of payment or the number of CLAIMS or DATA COMPROMISES. B. LEGAL EXPENSE shall be part of, and not in addition to, the applicable Limit of Liability, and LEGAL EXPENSE shall serve to reduce the applicable Limit of Liability. Once the applicable Limit of Liability has been exhausted by the payment of LOSS ( which includes LEGAL EXPENSE) and/or other payments, the Company’s duty to defend any CLAIMS or RELATED CLAIMS subject to such Limit of Liability shall cease. C. Costs charged by an INCIDENT RESPONSE EXPERT appointed pursuant to Section VII. Part 2. A. below shall be CPB Manus (01 18) in addition to, and not part of the applicable Limit of Liability, but fees charged by an INCIDENT RESPONSE EXPERT appointed pursuant to Section VII. Part 2. B. below shall be part of, and not in addition to, the applicable Limit of Liability and shall serve to reduce the applicable Limit of Liability. Regardless of whether an INCIDENT RESPONSE EXPERT is appointed pursuant to Section VII. Part 2. A. or Section VII. Part 2. B. below, once the applicable Limit of Liability has been exhausted, the Company’s obligations hereunder shall cease. D. The Retentions for all Insuring Agreements of Coverages C and D are set forth in Item 3. of the Declarations. Only one Retention shall be applicable to any CLAIM (or RELATED CLAIMS) or any DATA COMPROMISE (or RELATED EVENTS). The Company shall only be obligated to pay LOSS (which includes LEGAL EXPENSE) or any other costs or amounts covered under this Policy in excess of the applicable Retention, which shall be borne by the INSURED and cannot be insured or transferred to another party. E. If more than one Insuring Agreement applies to any CLAIM (or RELATED CLAIMS) or any DATA COMPROMISE (or RELATED EVENTS), the highest Retention shall apply. However, in the event the Company consents to BUSINESS IMPERSONATION related payments pursuant to Insuring Agreement 3. of Coverage D, in the absence of a CLAIM, the lowest Retention shall apply. F. Notwithstanding Sections D. and E. above, the WAITING PERIOD RETENTION shall apply to a NETWORK DISRUPTION. G. Notwithstanding Sections D. and E. above, the Retention, other than any WAITING PERIOD RETENTION, shall not apply: 1. to fees charged by an INCIDENT RESPONSE EXPERT appointed pursuant to Section VII.A. below. 2. in the event of the financial insolvency of the INSURED. H. Certain coverages extended by this Policy are subject to Sub-Limit of Liability as set forth in the Declarations or by endorsement to this Policy. Each such Sublimit of Liability shall be part of, and not in addition to, the Aggregate Limit of Liability for Coverage D set forth in Item 3. of the Declarations, unless expressly indicated otherwise. The following sections of Coverage D specifically have a Sub-Limit of Liability noted in Item 3. of the Declarations: 1. all LOSS or other payments resulting from any ELECTRONIC FUND TRANSFER FRAUD; 2. all LOSS or other payments resulting from TELECOMMUNICATIONS HACKING. SECTION VII. REPORTING, DEFENSE, SETTLEMENT AND COOPERATION Part 1 - COVERAGES A and B ONLY A. As a condition precedent to the coverage hereunder, in the event a CLAIM is made against an INSURED for LOSS or CLEAN-UP COSTS, or a POLLUTION CONDITION is first discovered that results in a LOSS or CLEAN-UP COSTS, written or oral notice containing particulars sufficient to identify the INSURED and all reasonably obtainable information with respect to the time, place and circumstances thereof, and the names and addresses of the injured and of available witnesses, shall be given by or for the INSURED to the Company or any of its authorized agents as soon as practicable. In the event of oral notice, the INSURED agrees to furnish a written report as soon as practicable. The INSURED shall also forward to the Company every demand, notice, summons, order or other process received by the INSURED or the INSURED's representative as soon as practicable. As a condition precedent to the coverage hereunder that a CLAIM is made by the INSURED against the DESIGN PROFESSIONAL for any loss or damage which may be covered under this Policy. Thereafter, notice of such CLAIM shall be given by or for the INSURED to the Company or any of its authorized agents as soon as practicable. B. No costs, charges or expenses shall be incurred, nor payments made, obligations assumed or remediation commenced, without the Company's consent which shall not be unreasonably withheld. This provision does not apply to: 1. EMERGENCY RESPONSE COSTS. The INSURED shall notify the Company of all EMERGENCY RESPONSE COSTS immediately after the emergency ends; and 2. Public Relations Expenses - The reasonable and necessary costs and fees incurred by the FIRST NAMED INSURED (up to a maximum of $250,000 and subject to applicable Coverage B Self-Insured Retention CPB Manus (01 18) Amount (for each POLLUTION CONDITION) for the hiring of a public relations firm to minimize potential harm to the FIRST NAMED INSURED and to maintain and restore public confidence in the FIRST NAMED INSURED, including amounts for printing, advertising, and mailing of materials, and travel expenses by the FIRST NAMED INSURED’s directors, officers, employees or agents or by employees of the public relations firm, but only if: (a) such costs and fees arise directly from a POLLUTION CONDITION: (i) that arises from covered CONTRACTING SERVICES; (ii) that first commences at a JOB SITE during the POLICY PERIOD; and (iii) for which coverage is not otherwise excluded under this Policy; and (b) in the good-faith, reasonable opinion of the FIRST NAMED INSURED such POLLUTION CONDITION: (i) poses an imminent, significant, and material health risk to the public or will result in imminent, significant, and material property damage to the JOB SITE; and (ii) will result in significant and material adverse publicity to the FIRST NAMED INSURED. Subject to: (a) the Company’s pre-approval; (b) the Self-Insured Retention and maximum amount indicated above; and (c) the Company’s agreement that both conditions 2(a) and (b) above have been fully satisfied, the Company may also consider paying other related reasonable and necessary expenses that are: (i) incurred by any person or entity that is not an INSURED, except for contractor or subcontractor engaged by the FIRST NAMED INSURED or otherwise performing covered CONTRACTING SERVICES; and (ii) not otherwise covered as EMERGENCY RESPONSE COSTS, including: psychological counseling, temporary living expenses, travel costs, and expenses to secure areas impacted by the POLLUTION CONDITION. Notwithstanding Section VI. LIMIT OF LIABILITY AND SELF-INSURED RETENTION, Item G., the costs and fees indicated in Item 2. above, as well as the other related expenses indicated in this paragraph, will not erode the applicable Limits of Liability. It is a condition precedent to coverage for all costs and fees outlined in Item 2. above that the FIRST NAMED INSURED notify the Company of the POLLUTION CONDITION associated with such costs and fees no later than forty-eight (48) hours after the FIRST NAMED INSURED first becomes aware of such POLLUTION CONDITION. The payment of costs and fees outlined above by the Company will not be determinative of the Company’s obligations under this Policy, nor will it create any inference with regard to the Company’s duty to defend or duty to indemnify any INSURED with regard to any CLAIM or POLLUTION CONDITION. Under no circumstances will the Company pay for the hiring of a public relations firm to minimize the potential harm to, or to restore public confidence in, any contractor or subcontractor engaged by the FIRST NAMED INSURED or otherwise performing covered CONTRACTING SERVICES. C. The Company shall have the right to designate legal counsel for the investigation, adjustment and defense of any CLAIM. The Company shall consult with the INSURED in conjunction with the selection of counsel. The Company has the right and duty to defend an INSURED against any CLAIM for LOSS or for CLEAN-UP COSTS. However, the Company will have no duty to defend the INSURED for LOSS or for CLEAN-UP COSTS to which this Policy does not apply. Until the REQUIRED INSURANCE has been exhausted or determined by the DESIGN PROFESSIONAL’s insurer to be unavailable due to an enforceable exclusion, the Company shall have the right, but not the duty, to associate with the INSURED and the DESIGN PROFESSIONAL in the investigation, settlement or defense of any claim, suit, or legal, equitable, administrative, or other proceeding that may involve this Policy or affect any of the Company’s rights. The Company shall be given the opportunity to exercise any such right to associate completely and effectively. The INSURED shall do nothing to prejudice such right. If the Company exercises such right, it shall do so at its own expense. With regard to a CLAIM made by the INSURED against the DESIGN PROFESSIONAL, the Company may require that the INSURED’s counsel in such matter meet certain minimum qualifications and maintain CPB Manus (01 18) adequate errors and omissions insurance. Under no circumstances will the Company either defend any DESIGN PROFESSIONAL or incur any expense associated with any DESIGN PROFESSIONAL’s defense, including but not limited to any attorneys’ fees or other charges or expenses incurred by or on behalf of the DESIGN PROFESSIONAL or its counsel in the investigation, adjustment, defense, or settlement of any CLAIM. D. Once the applicable Limit of Liability has been exhausted, the Company shall not be obligated to defend or continue to defend any CLAIM or pay for any LOSS, CLEAN-UP COSTS or any other coverage afforded under this Policy. E. The Company may, where allowable by law, appoint one counsel to defend all of the INSUREDs under this Policy on a joint defense basis. F. In the event that the INSURED is entitled by law to select independent counsel (Cumis Counsel) to defend the INSURED at the Company’s expense, that counsel’s fees and all other litigation expenses charged to or paid by the Company shall be limited to the same rates that the Company would pay to counsel selected by the Company to defend a similar CLAIM in the location where the CLAIM arose or is being defended. The Company may require that such counsel meet certain minimum qualifications and maintain adequate errors and omissions insurance. The INSURED agrees that such counsel will timely respond to the Company’s request for information. G. The INSURED shall not admit liability or settle any CLAIM without the Company's consent. If the Company recommends a monetary settlement of a CLAIM acceptable to a claimant: 1. for an amount within the Self-Insured Retention Amount and the INSURED refuses such settlement, the Company shall not be liable for any LOSS, CLEAN-UP COSTS, LEGAL EXPENSE, or any other coverage afforded under this Policy or any endorsements attached hereto, in excess of the Self-Insured Retention Amount; or 2. for a total amount in excess of the Self-Insured Retention Amount and within the applicable Limits of Liability and the INSURED refuses such settlement, the Company's liability for LOSS, CLEAN-UP COSTS, LEGAL EXPENSE, or any other coverage afforded under this Policy, shall be limited to that portion of the sum of: (a) the recommended settlement; and (b) the costs, charges and expenses already incurred as of the date of the INSURED's refusal, which exceeds the Self-Insured Retention Amount and is within the Limit of Liability. H. All INSUREDs shall cooperate with the Company and, upon the Company's request, shall submit to examination by a representative of the Company, under oath, and shall attend hearings, depositions, and trials and shall assist in effecting settlement, securing and giving evidence, obtaining the attendance of witnesses and in the conduct of suits, as well as in the investigation and defense, all without charge to the Company. All INSUREDs shall further cooperate with the Company and do whatever is necessary to secure and enforce any rights of indemnity, contribution or apportionment which the INSURED may have. I. If, during the POLICY PERIOD, the INSURED first becomes aware of an actual or alleged act, error or omission in PROFESSIONAL SERVICES that first commenced on or after the Retroactive Date set forth in the Declarations, which the INSURED reasonably believes may result in a CLAIM (herein referred to as a “Circumstance”), then the INSURED may provide written notice to the Company, during the POLICY PERIOD, containing all of the information stated below. Any such Circumstance that subsequently becomes a CLAIM made against the INSURED and reported to the Company, in writing, shall be considered to have been first made and reported during the POLICY PERIOD and shall be subject to all of the terms and conditions of this Policy. It is a condition precedent to the coverage under this provision that such written notice to the Company of a Circumstance contain all of the following information: 1. details of the actual or alleged act, error or omission in PROFESSIONAL SERVICES, including the specific PROFESSIONAL SERVICES involved; and 2. the injury or damage that has taken place or may result; and 3. the date the actual or alleged act, error or omission in PROFESSIONAL SERVICES took place; and CPB Manus (01 18) 4. the identity of the INSURED(s) who may be the subject of any subsequent CLAIM; and 5. the likely location of any subsequent CLAIM; and 6. the names and addresses of all known potential witnesses and claimants; and 7. details of how the INSURED became aware of the Circumstance. The Company shall determine, in its sole discretion, whether an INSURED’s written notice adequately supplies the information described in items 1. through 7. and satisfies the condition precedent. This provision I. applies only to Coverage A. Part 2 - COVERAGES C and D ONLY A. With respect to a DATA COMPROMISE, unless the INSURED makes an election pursuant to Section VII. Part 2. B. below the Company shall have the right to select the INCIDENT RESPONSE EXPERT and any other experts (including but not limited to forensic examiners) or providers (including mail houses and call centers) to conduct the DATA COMPROMISE investigation and response. B. With respect to a DATA COMPROMISE, the INSURED shall have the right to select the INCIDENT RESPONSE EXPERT and other experts (including but not limited to forensic examiners) or providers (including mail houses and call centers) to conduct the DATA COMPROMISE investigation and response, provided: 1. the INSURED satisfy their reporting obligations pursuant to IX. E. below; 2. the INSURED shall not incur any fees connection with any DATA COMPROMISE without the express prior written consent of the Company, which shall not be unreasonably withheld; 3. the INSURED shall only select vendors with the express prior written consent of the Company, which shall not be unreasonably withheld; 4. the INSURED provides the Company with a written incident response plan that was created and tested prior to the discovery of the DATA COMPROMISE; and 5. the Company shall at all times have the right, but not the duty, to associate with the INSUREDS in the investigation, defense, response, or settlement of any DATA COMPROMISE to which coverage under this Policy may apply. C. In the event the INSURED selects the INCIDENT RESPONSE EXPERT or other providers or experts pursuant to Section VII. Part 2. B. above, the Company shall advance payment of such INCIDENT RESPONSE EXPERT’S, provider’s or expert’s fees within ninety (90) days after receipt of written evidence such fees have been incurred. Any advancement shall be based on the following conditions: 1. the appropriate Retention has been satisfied; and 2. the INSUREDS and the Company have agreed such related services are both reasonable and necessary elements of the management and response related to the DATA COMPROMISE. D. With respect to CLAIMS: 1. the Company shall have the right and duty to defend any CLAIM covered by this Policy under Coverages C & D and to select counsel, including any experts, for such defense; 2. in addition to furnishing notice of any CLAIM as provided in Section VII. Part 2. F. below, the INSURED shall give to the Company any such assistance, cooperation and information as the Company may reasonably require, including copies of reports, investigations, pleadings and other papers in connection therewith; 3. the Company has the right to settle any CLAIM with the consent of the INSURED, such consent shall not be unreasonably withheld; and CPB Manus (01 18) 4. the INSURED shall not incur LEGAL EXPENSE, admit liability, or offer to settle or agree to any consent judgment in connection with any CLAIM without the express prior written consent of the Company, which shall not be unreasonably withheld. The INSURED shall provide the Company with all information and particulars it may reasonably request in order to reach a decision as to such consent. Any LOSS incurred as the result of any admission of liability or any offer or agreement to settle prior to the Company’s consent shall not be covered. E. Notice of DATA COMPROMISE 1. As a condition precedent to coverage, the INSURED shall: (a) notify the Company at the Hotline Number set forth in Item 9.(a) of the Declarations of any DATA COMPROMISE as soon as practicable but in no event more than five (5) business days after such DATA COMPROMISE is first discovered; (b) not take any measures with respect to such DATA COMPROMISE, except for measures directed or authorized by the INCIDENT RESPONSE EXPERT or that are minimally and reasonably necessary to stop such DATA COMPROMISE or avoid further loss or harm from such DATA COMPROMISE; (c) give the Company, upon request, a detailed proof of the damage caused by any DATA COMPROMISE. With respect to a NETWORK DISRUPTION, REPUTATIONAL HARM, and CYBER CRIME, the INSURED must furnish the Company with written proof of the INSURED’S claimed BUSINESS INCOME LOSS, REPUTATIONAL DAMAGE LOSS, or FRAUD LOSS duly sworn to, with full particulars, within six (6) months after such DATA COMPROMISE is first discovered; (d) submit, upon request, to examination under oath at the request of the Company and give the Company a signed statement of the INSURED’S answers; and (e) cooperate with the Company in the investigation and resolution of any matter submitted under the Policy and provide the Company with access to all relevant sources of information, including the INSURED’S financial records, tax returns, accounting procedures, bills, invoices, vouchers, deeds, liens and contracts. 2. A DATA COMPROMISE will be deemed first discovered under this Policy on the earlier of the date an EXECUTIVE: (a) first becomes aware of facts that would cause a reasonable person to assume a DATA COMPROMISE has occurred or might have occurred, even though the exact details of the DATA COMPROMISE may not then be known; or (b) first receives a CLAIM involving facts or a specific WRONGFUL ACT that, if true, would indicate a DATA COMPROMISE. F. Notice of CLAIM As a condition precedent to coverage under the Policy, the INSURED must give written notice to the Company of any CLAIM as soon as practicable after such CLAIM is first received by an EXECUTIVE, but in no event later than sixty (60) days after the end of the POLICY PERIOD or any EXTENDED REPORTING PERIOD. However, the INSURED’S failure or decision not to give notice to the Company of a CLAIM that Coverage C or D specifically permits the INSURED to choose to report as a CLAIM under this Section IX. F. shall not impair the INSURED’S right to give notice of a subsequent CLAIM involving RELATED WRONGFUL ACTS under this Policy or any renewal issued by the Company to the INSURED. G. Notice of Circumstances If, during the POLICY PERIOD or EXTENDED REPORTING PERIOD, any INSURED first becomes aware of a specific WRONGFUL ACT or DATA COMPROMISE and gives written notice to the Company of: 1. the specific WRONGFUL ACT or DATA COMPROMISE; 2. the parties involved; CPB Manus (01 18) 3. the injury or damage that has or may result therefrom; and 4. the circumstances by which the INSURED first became aware thereof; then any CLAIM arising out of such WRONGFUL ACT or DATA COMPROMISE that is subsequently made against the INSURED shall be deemed to have been made at the time the Company received such written notice from the INSURED. The INSURED shall provide such written notice as required under Section IX. F. and IX. G. to the Company to the mailing address set forth in Item 1. of the Declarations. SECTION VIII. TRANSFER OF LEGAL DEFENSE DUTIES A. If the Company believes that any of the applicable Limits of Liability stated in the Declarations has been or soon will be exhausted in defending a CLAIM, or that the Company has paid out or will soon pay out the Policy Aggregate Limit of Liability stated in the Declarations, the Company will so notify the FIRST NAMED INSURED, in writing, as soon as possible. The Company will advise that its duty to defend any CLAIM seeking damages subject to those limits has terminated, subject to payment of the limits, and that it will no longer handle the defense of any CLAIM for which notice is given after the date it sends out such notice. The Company will take prompt and appropriate steps to transfer control of any existing defense prior to exhaustion of the limits to the FIRST NAMED INSURED. The FIRST NAMED INSURED agrees to reimburse the Company for any costs which the Company bears in connection with the transfer of the defense. B. The Company will take appropriate steps necessary to defend the CLAIM during the transfer of the defense and avoid any unfavorable legal action provided that the INSURED cooperates in the transfer of the duties of the defense. C. The Company's failure to comply with any of the provisions of Section VIII. shall in no way obligate the Company to defend or continue to defend any CLAIM, or to pay any LOSS, CLEAN-UP COSTS or other sum covered under this Policy, after exhaustion of an applicable Limit of Liability. SECTION IX. CONDITIONS A. ACTION AGAINST COMPANY - No action brought by an organization or entity, other than an INSURED, shall lie against the Company unless, as a condition precedent thereto, the INSURED has fully complied with all of the terms of this Policy and, the amount of the INSURED's obligation to pay shall have been finally determined either by judgment against the INSURED after actual trial or by written agreement of the INSURED, the claimant and the Company. Any person, organization, entity, or the legal representative thereof, who has secured such judgment or written agreement shall thereafter be entitled to recover under this Policy to the extent of the insurance afforded by this Policy. No person or organization shall have any right under this Policy to join the Company as a party to any action against the INSURED to determine the INSURED's liability, nor shall the Company be impleaded by the INSURED or its legal representative. B. ASSIGNMENT - This Policy shall be void as to the assignee or transferee, if assigned or transferred without written consent of the Company. C. BANKRUPTCY - Bankruptcy or insolvency of the INSURED or of the INSURED's estate shall not relieve the Company of any of its obligations hereunder. D. CANCELLATION - This Policy may be cancelled by the FIRST NAMED INSURED by surrender thereof to the Company or any of its authorized agents or by mailing, delivering, emailing, or faxing to the Company written notice stating when thereafter the cancellation shall be effective. In the event of cancellation by the FIRST NAMED INSURED, the return premium shall be computed in accordance with the customary short rate table and procedure after applying the minimum earned premium percentage stated in the Declarations. If a CLAIM is made, a POLLUTION CONDITION is discovered or coverage is otherwise afforded under this Policy, then the premium shall be considered fully earned by the Company and the INSURED is not entitled to a return premium upon cancellation. This Policy may be cancelled by the Company by mailing, delivering, emailing, or faxing to the FIRST NAMED INSURED at the address shown in the Declarations, written notice stating when not less than ninety (90) days (ten (10) days for non-payment of premium) thereafter such cancellation shall be effective. The mailing of notice as aforesaid shall be sufficient proof of notice. The time of surrender or the effective date and hour of cancellation stated in the notice shall CPB Manus (01 18) become the end of the POLICY PERIOD. If the Company cancels, earned premium shall be computed pro rata. Premium adjustment may be made either at the time cancellation is affected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. This Policy may be cancelled by the Company for the following reasons: (1) Non-payment of premium, or (2) Fraud or material misrepresentation on the part of the INSURED, such as can be proven in a court of law. E. CHANGES - Notice to any agent or knowledge possessed by any agent or by any other person shall not effect a waiver or a change in any part of this Policy or estop the Company from asserting any right under the terms of this Policy. The terms of this Policy cannot be waived or changed, except by an endorsement issued by the Company to form a part of this Policy. F. CHOICE OF LAW - All matters arising hereunder, including questions related to the validity, interpretation, performance and enforcement of this Policy, shall be determined in accordance with the law and practice of the State of New York (not including New York's choice of law rules). G. CONSENT - Where the consent of the Company or the INSURED is required under this Policy, such consent shall not be unreasonably withheld, delayed, conditioned, or denied. H. DECLARATIONS AND REPRESENTATIONS - By acceptance of this Policy, the INSURED agrees that the statements contained in the Declarations, the application and any other supplemental materials and information submitted in connection with the application or any amendments to the Policy during the POLICY PERIOD are the INSURED's declarations and representations, that they shall be deemed material, that this Policy is issued in reliance upon the truth of such declarations and representations and that this Policy embodies all agreements existing between the INSURED and the Company or any of its agents relating to this insurance. I. HEADINGS - The descriptions in the headings of this Policy are solely for convenience and form no part of the Policy terms and conditions. J. INSPECTION AND AUDIT - The Company shall be permitted, but not obligated, to inspect and monitor on a continuing basis the INSURED's property or operations and any JOB SITE, at any time. Neither the Company's right to make inspections and monitor, nor the actual undertaking thereof, nor any report thereon, shall constitute an undertaking, on behalf of the INSURED or others, to determine or warrant that property or operations are safe, healthful or conform to acceptable engineering practice or are in compliance with any law, rule or regulation. Access for the inspection and audit will be coordinated through the broker or agent of the FIRST NAMED INSURED. K. JURISDICTION AND VENUE - It is agreed that in the event of the failure of the Company to pay any amount claimed to be due hereunder, the Company and the INSURED will submit to the jurisdiction of the State of New York and will comply with all the requirements necessary to give such court jurisdiction. Nothing in this clause constitutes or should be understood to constitute a waiver of the Company's right to remove an action to a United States District Court. L. MATERIAL CHANGE (1) Acquisition of FIRST NAMED INSURED: If, during the POLICY PERIOD, either of the following occur: (a) the acquisition of the FIRST NAMED INSURED or a majority of its assets or voting rights by another entity or the merger or consolidation of the FIRST NAMED INSURED with another entity where the FIRST NAMED INSURED is not the surviving entity; or (b) the appointment of a receiver, trustee, liquidator, rehabilitator, conservator, or similar function, for or with respect to the FIRST NAMED INSURED; then the premium for the Policy is deemed to be fully earned, and the Policy will continue in full force and effect but only with respect to CLAIMS for WRONGFUL ACTS that first occurred before such event and DATA COMPROMISES that were discovered before such event. (2) INSURED’S Acquisition of Another Entity If during the POLICY PERIOD, an INSURED acquires a majority of the voting rights of another entity, then, CPB Manus (01 18) without premium adjustment and/or coverage revisions, such entity will be an ADDITIONAL NAMED INSURED under this Policy but only with respect to WRONGFUL ACTS and DATA COMPROMISES of such ADDITIONAL NAMED INSURED and its INSURED PERSONS that first occur after the effective date of the acquisition or creation, provided that: (a) the acquisition or creation is disclosed to the Company within thirty (30) days of such acquisition or creation; (b) the entities annual revenues at the time of the acquisition are less than or equal to twenty-five percent (25%) of the FIRST NAMED INSURED’s revenues at the beginning of the POLICY PERIOD. In the event the acquired entity revenue’s at the time of the acquisition are greater than twenty-five percent (25%) of the FIRST NAMED INSURED’s annual revenues at the beginning of the POLICY PERIOD, the Company reserves the right to require premium adjustment and/or coverage revision prior to endorsing the policy to include such entity as a ADDITIONAL NAMED INSURED. Any coverage extended for such entity will only be with respect to WRONGFUL ACTS and DATA COMPROMISES of such new ADDITIONAL NAMED INSURED and its INSURED PERSONS that first occur after the effective date of the acquisition. (3) Neither the sale of a ADDITIONAL NAMED INSURED nor the establishment of a new entity in which the FIRST NAMED INSURED owns more than fifty percent (50%) of the voting stock shall be deemed a material change as noted within this policy provision. M. MINIMUM EARNED PREMIUM - Upon cancellation of this Policy, earned premium will be calculated using the appropriate pro-rata or short-rate method as outlined in Section IX. CONDITIONS, Item D. CANCELLATION. The amount of premium earned under this Policy will be the greater of: 1. the calculated pro-rata or short rate premium; or 2. the Minimum Earned Premium percentage set forth in Item 8. of the Declarations. N. MITIGATION PLAN - It is a condition precedent to any coverage being afforded under Coverage A.2. of this Policy for any CLAIM because of an act, error or omission in PROFESSIONAL SERVICES for which the Company has previously afforded coverage to an INSURED under Coverage F, that the INSURED fully implement the written plan for correcting the purported act, error or omission as approved by the Company. O. OTHER INSURANCE - Subject to Section VI. Limit of Liability and Self-Insured Retention, this insurance shall apply only in excess of the sum of the Self-Insured Retention amount stated in the Declarations and the applicable limits of any other valid and collectible insurance available to the INSURED, whether such other insurance is stated to be primary, pro rata, contributory, excess, contingent or otherwise, unless such other insurance is written only as specific excess insurance over the applicable Limits of Liability of this Policy. P. SEVERABILITY - Except with respect to the Limits of Liability and Self-Insured Retention and any rights and duties assigned in this Policy to the FIRST NAMED INSURED, this insurance applies as if each INSURED were the only INSURED and separately to each INSURED against whom a CLAIM is made. Any misrepresentation, act or omission that is in violation of a term, duty or condition under this Policy by one INSURED shall not by itself affect coverage for another INSURED under this Policy. This Condition O. shall not apply to an INSURED who is a parent, subsidiary or affiliate of the INSURED which committed the misrepresentation, act or omission referenced above. Q. SOLE AGENT - The FIRST NAMED INSURED stated in the Declarations shall act on behalf of all INSUREDs for the payment or return of premium, receipt and acceptance of any endorsement issued to form a part of this Policy, giving and receiving notice of cancellation or non-renewal, and the exercise of the rights provided under Section V., EXTENDED REPORTING PERIOD. R. SUBROGATION - If the INSURED has rights to recover, from another person or organization, all or any part of a payment the Company makes under this Policy, those rights are transferred to the Company. The INSURED shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The INSURED shall do nothing to prejudice such rights. Any monies recovered as a result of subrogation proceedings shall accrue first to the INSURED to the extent of any payments it made in excess of the limits of liability, then to the Company to the extent of its payment under the Policy, and then to the INSURED to the extent of its payment of the self-insured retention. CPB Manus (01 18) Expenses incurred in such subrogation proceedings shall be apportioned amongst the INSURED and Company in the proportion that each interested party’s share in the recovery bears to the total recovery. However, the Company specifically waives any rights of recovery against any person or organization as required in a written contract that was fully executed prior to the commencement of the applicable CONTRACTING SERVICES or PROFESSIONAL SERVICES. This page has been left blank intentionally.