ISSUING AGENCY AGREEMENT - EnTitle Title Insurance Company

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ISSUING AGENCY AGREEMENT - EnTitle Title Insurance Company Powered By Docstoc
					                                ISSUING AGENCY AGREEMENT


        THIS AGREEMENT, by and among ENTITLE INSURANCE COMPANY, an Ohio
Corporation, hereinafter referred to as “COMPANY,” and _______________, hereinafter
collectively referred to as “AGENT,” and in consideration of the following mutual covenants,
agreements and promises and for other good and valuable consideration, the receipt of which is
hereby acknowledged by each party from the other, the parties agree as follows:

1.      APPOINTMENT. COMPANY hereby appoints AGENT to be its non-exclusive policy
issuing AGENT in the State of __________. AGENT shall only issue COMPANY’s title policies
on real property located within the State of __________.

2.      TERM. This Agreement is made for a term of one (1) year from the date of execution
and shall be automatically extended for additional one-year terms unless either party gives
written notice to the other party of its election not to extend same at least sixty (60) days prior to
the end of the term, except for earlier termination pursuant to Section 12 of this Agreement.

3.      AUTHORITY. Once AGENT has been duly licensed pursuant to the laws of the States
of __________, AGENT may execute, counter-sign, and issue commitments, policies, judicial
reports, endorsements and other forms of title evidence authorized by COMPANY (herein
sometime referred to as “Title Assurances”) on real estate located in the State of __________
and only on forms supplied and approved by COMPANY. Further, for policies in excess of
$750,000.00, AGENT shall first obtain the consent of COMPANY by remitting to COMPANY a
draft of the commitment. COMPANY, after review of the commitment, shall inform AGENT on
whether or not to issue a policy in which the liability of COMPANY exceeds or is expected to
exceed $750,000.00. In addition for policies which exceed $200,000.00 and are classified as
“High Risk Issues”, as hereinafter defined, AGENT shall first obtain the consent of COMPANY
by remitting to COMPANY a draft of the commitment. COMPANY after review of the
commitment, shall inform AGENT on whether or not to issue a policy in which the liability of
COMPANY exceeds or is expected to exceed $200,000.00 and has been classified as having
“High Risk Issues”. “High Risk Issues” are defined as:

      Timber, oil, gas or other minerals title to which has been severed from the surface title.
      Airspace rights.
      Tide or submerged lands or lands which abut a navigable waterway.
      Indian lands.
      Railroad lands.
      Loss of priority or “broken priority” of the insured construction mortgage. This applies to
       residential and commercial transactions involving new construction or recently
       completed improvements.
      When a transaction involves fraudulent, preferential transfer or equitable subordination
       issues where coverage is to be afforded for such matters by (a) issuing a 1970 form
       policy without exception for such matters (b) issuing a 1990 or later form policy with an
       endorsement deleting the creditor’s rights exclusion, or (c) otherwise insuring against
       fraudulent or preferential transfer.
         Removal of any exclusions from the standard form of the Authorized Title Product.
          Product.
         Any matter requiring execution of an indemnity agreement regarding matters affecting
          title to the estate or interest being insured.
         Any unusual or hazardous risk.
         Other issues as specified by Reinsurer from time to time.
         Assignments of mortgages where the assignee does not become the note holder.
         Automatic subordination as basis of priority.
         Insuring around zoning violations.
         Lack of vesting of title or access as insured.

4.        AGENT’S OBLIGATIONS. AGENT shall:

          (a) properly complete any applications necessary to take the State of __________
          Insurance AGENT License Examination and take such examination as soon as possible
          thereafter.            .

          (b) take all reasonable steps to solicit title insurance business and to promote the use of
               insurance in the area in which AGENT does business;

          (c) issue Title Assurances on behalf of COMPANY, on a non-exclusive basis;

          (d) receive and process applications for title insurance in accordance with the usual and
              customary practices and procedures of responsible title insurance agencies in the
              conduct of their business in a prudent, safe, sound and ethical manner in accordance
              with recognized title underwriting principles and the rules, regulations and
              instructions of COMPANY. The determination of insurability of any title, subject to
              the provisions of Section 5, shall be based upon one or more of the following:

             (i)   A search by AGENT of all relevant public records.

             (ii) An examination of the abstract of title prepared by (a) AGENT or (b) attorney
             retained by AGENT, or (c) any other recognized abstract or employee by AGENT
             whose work is accepted by prudent local title examiners and whose work shows all
             relevant public records.

             (iii) An examination of AGENT’s indices and records supplemented to the extent
             necessary by an abstract or search of the relevant public records.

             (iv) Title reports or opinions on forms furnished or approved by COMPANY.

             (v) Such further off-record investigation as may be required by the coverage of the
             title insurance being issued.

(e)       During the term of this Agreement and for a period of not less than ten (10) years
          thereafter, AGENT shall preserve in its possession all supporting documents on which
          the determination of insurability is made, including, but not limited to, affidavits, lien




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      waivers, searches, and worksheets; and provide COMPANY with access to said
      documents at any reasonable time or times.

(f)   Assume full responsibility for the collection of all premiums due in accordance with the
      rates established in Section 7 of this Agreement for properties located in the State of
      __________ and pay COMPANY its share of such premium due COMPANY on or
      before the 15th day of the month succeeding that in which the AGENT receives the
      premium due on the Title Assurance.             Each payment to COMPANY shall be
      accompanied by a copy of each Title Assurance issued during the period covered by the
      remittance. Further, each payment to COMPANY shall be accompanied by a policy
      register-remittance report form as set forth in Subparagraph (g) of this paragraph.

(g)   Keep a policy register-remittance report in a form approved by COMPANY in which the
      AGENT shall enter a record of and show the disposition of all policies, endorsements
      and other contracts under which COMPANY assumes liability for the condition of title.
      The AGENT shall be liable in damages for any loss resulting to COMPANY by reason of
      the loss or wrongful use of any Title Assurances.

(h)   Keep a monthly reconciliation in a form approved by COMPANY in which AGENT shall
      enter a record of all Title Assurances closed, but not yet issued, the order/file number,
      date closed, amount of insurance liability, gross premium, and type of policy issued
      under which COMPANY assumes liability for the condition of title. The monthly
      reconciliation shall be remitted to COMPANY on or before the 15th day of the month
      succeeding that in which the premium for the Title Assurance was received by AGENT.

(i)   Keep safely and segregated in a bank account all monies that may be entrusted to
      AGENT in the course of AGENT’s operations hereunder, and keep safely any property
      so entrusted to AGENT. Any funds or property deposited with AGENT as security for
      the disposition of or affirmative insurance with respect to a matter that would be included
      in Schedule “B” of the policy, shall be deposited in a federally insured financial
      institution, in an account separate from the AGENT’s individual accounts and designated
      as “Escrow” or “Settlement Funds” account, and disburse such funds only for the
      purposes for which the same were entrusted. AGENT acknowledges that all such funds
      constitute trust funds.

(j)   Comply with all applicable statutes, rules and regulations relating to the conduct of
      AGENT’s business.

(k)   Safely keep the forms referred to in Section 3, above, in its exclusive possession and be
      liable to COMPANY for all loss or damage suffered by COMPANY by reason of wrongful
      and negligent use of such forms.

(l)   Return all obsolete forms to COMPANY upon COMPANY’s request.

(m)   Make available at all reasonable times for examination and audit by COMPANY all
      accounts, books, ledgers, searches, abstracts and other records of AGENT relating to
      the title insurance business carried by AGENT for COMPANY. AGENT agrees it will




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      maintain all of its accounts and financial transactions in accordance with the procedures
      acceptable by state law, and generally accepted accounting procedures.

(n)   AGENT agrees it will timely provide a balance sheet and profit and loss statement
      annually prepared by a certified public accountant but in no event any later than ninety
      (90) days after the close of the calendar year or fiscal year, as applicable.

(o)   AGENT shall carry at its own expense title insurance AGENT’s errors and omissions
      liability insurance in the principal minimum amount of $1,000,000.00 in a form and
      issued by a company acceptable to COMPANY, with a deductible not to exceed
      $5,000.00. AGENT shall furnish COMPANY true copies thereof, together with evidence
      satisfactory to COMPANY that such insurance has been fully paid for and is in full force
      and effect. In addition, COMPANY must be named as the certificate holder on the
      policy. COMPANY must be made aware of any revisions or amendments to the policy
      within the current period the policy is in effect. The insurance policy shall contain a
      provision that the policy cannot be canceled or amended without thirty (30) days prior
      written notice to COMPANY. Further, upon execution of this Agreement, AGENT shall
      deposit with COMPANY the policy of insurance required herein, or certificates thereof,
      and AGENT shall subsequently deposit with COMPANY the replacement policy or
      policies of such insurance or certificates thereof, at least fifteen (15) days prior to the
      expiration of any existing policy.

5.    PROHIBITION. AGENT shall not, without written approval of COMPANY:

      (a)    Incur debts in the name of COMPANY, admit, deny or adjust any claim for loss,
      or accept service of process on behalf of COMPANY.

      (b)       Commit COMPANY to: (i) a risk in excess of $750,000.00; (ii) a risk in excess of
      $200,000.00 and contains High Risk Issues as defined in Section 3 of this Agreement;
      (iii) a risk involving a title where AGENT has knowledge that a dispute exists among
      lawyers; (iv) a risk where AGENT has knowledge of risks, adverse claims or questions of
      title known in the community; (v) any extraordinary risk as set forth in COMPANY’s rules,
      instructions or manuals. All such titles, together with the supporting abstracts,
      certificates of title, chain of title (if no abstract is furnished), searches, and a statement of
      the special question involved, if any, shall be submitted to COMPANY for consideration
      before AGENT incurs any liability on behalf of COMPANY.

      (c) Commit COMPANY to any interpretation of the printed terms of any document.

      (d) Accept or agree to accept any holdbacks, hold harmless agreements or indemnity
      agreements, whether secured or unsecured, as a basis for affirmatively insuring over, or
      omitting from a policy, any title risk or exception.

      (e) Alter forms furnished by COMPANY.

      (f) Accept an application for title insurance for an amount less than the approximate
      value of the premises involved in the case of an owner’s policy, or for less than the




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       amount of the indebtedness in the case of a lender’s policy, or otherwise vary from the
       applicable rates established by COMPANY from time to time.

       (g) Accept service of legal process on behalf of COMPANY, unless required by state
       law, in which event AGENT shall immediately forward to COMPANY all documents
       served.

       (h) Request COMPANY to issue its title policy or other indicia of title insurance provided
       herein knowing that, AGENT, at that time is in default or otherwise negligent in the
       performance of any of its obligations and agreements contained herein.

6.     COMPANY’S OBLIGATIONS. COMPANY shall:

       (a) Furnish the AGENT with all commitments, policies, endorsements and other
       contracts under which COMPANY assumes liability for the condition of title.

       (b) Determine all questions of risks submitted by the AGENT.

       (c) Appoint AGENT in writing as a validating officer to countersign the forms issued to
       AGENT.

7.     COMPENSATION AND REMITTANCE. AGENT agrees to be responsible for the
       collection of all premiums for title assurance issued by AGENT in accordance with the
       then effective schedule of rates as filed with the __________ Department of Insurance
       by COMPANY and shall retain ____% of its commission on all premiums written. The
       balance of said premium shall be remitted to COMPANY no later than the 15th of the
       month following the month in which the AGENT receives the premium due on the Title
       Assurance. AGENT shall forward to COMPANY with each monthly report and
       remittance a copy of each form of title assurance referred to therein. COMPANY retains
       the right to revise the remittance date and/or schedule rates, whereupon the remittance
       schedule shall be altered accordingly; provided, however, that no increase in rates shall
       apply to applications for title insurance or other contracts pending in AGENT’s office at
       the effective date of such revision nor shall any revision alter AGENT’s rights to
       compensation already earned.

        If the current annual tax, gross premium tax or State Income Tax rate, as applicable,
shall be increased, or should a tax or assessment in addition, substitution or in lieu thereof be
imposed on COMPANY, either by constitutional amendment, legislative act or otherwise, and
should said tax or assessment be higher than the tax as presently paid by COMPANY, AGENT
and COMPANY shall, in good faith, renegotiate the percentage of gross premiums paid to
COMPANY hereunder.

      In the event that the parties cannot, after good faith negotiations, come to any
agreement, then COMPANY shall have the option to terminate this Agreement by giving one
hundred twenty (120) days written notice to AGENT.

8.    REINSURANCE AND CO-INSURANCE. COMPANY shall have the sole discretion as
to whether any particular risk shall be reinsured or co-insured by another title insurance




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company. If any risk is reinsured or co-insured, AGENT’s compensation shall be computed on
the basis of the net amount remaining after taking into account the cost of such reinsurance or
co-insurance and AGENT will not be entitled to any portion of any premium paid for reinsurance
or co-insurance or any additional premium charged by COMPANY for insuring an extra
hazardous risk. Further, COMPANY shall not charge the AGENT for the cost of the co-
insurance or reinsurance.

9.     INDEMNITY. AGENT agrees to indemnify COMPANY for all loss (including reasonable
attorneys’ fees), costs or damage which COMPANY may sustain or become liable for on
account of:

       (a) Failure on the part of AGENT to comply with the terms of this Agreement or with the
           rules, regulations or instructions given to AGENT by COMPANY, or any applicable
           statutes, ordinance or regulations

       (b) Errors or omissions in AGENT’s abstracting or examination of title, or failure of any
           title assurance prepared by AGENT to accurately reflect the correct description of the
           real property involved or record title thereto.

       (c) Omissions from commitments and/or policies of any printed part of the policy or
           commitment in reference to encumbrances.

       (d) Errors or omissions which are disclosed by the application, the approved examiner’s
           report of which were known to AGENT and not disclosed to the insured prior to
           closing and not shown on the policy.

       (e) Any negligence on the part of the AGENT with respect to escrows or closings.

       (f) Any obligation of AGENT with respect to the provisions of Section 4(o) of this
           Agreement.

       (g) Defalcation, fraud or dishonesty on any part of the AGENT or any employee, officer,
           AGENT or director of AGENT.

10.     CLAIMS. For claims asserted to AGENT, or if AGENT is aware of any facts or
circumstances which might result in a claim against COMPANY, AGENT shall immediately
notify COMPANY according to current reporting procedures then in effect and, if required, shall
submit a written report, and shall lend all reasonable assistance without charge to COMPANY in
investigating or contesting any claims; provided, however, AGENT shall not be required to retain
counsel or pay attorneys’ fees in connection with such claim, except as to claims for which
AGENT is liable under the provisions of Section 9 hereof, and those sums for which AGENT is
liable under the provisions of Section 4(o) hereof.

        COMPANY shall proceed with such investigation, negotiation and litigation of any claim
or loss as COMPANY shall deem appropriate and shall employ counsel of its choice to render
such services as COMPANY shall deem desirable. COMPANY shall keep AGENT as fully
informed as shall be practicable concerning progress made toward final settlement. COMPANY
shall have a sole right to effect a settlement of any claim of loss.




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11.    AGENT FOR ESCROW OR CLOSING.

        AGENT agrees to keep safely and segregated in separate bank accounts all monies
entrusted to it in the course of its escrow or closing business and to make available at all
reasonable times for examination and audit by ENTITLE all accounts, books, ledgers, files and
other records of AGENT relating to its escrow or closing business.

       AGENT agrees that it will continuously use the services of an independent escrow
account reconciliation services provider to reconcile, on a monthly basis, all of its escrow
accounts and AGENT hereby irrevocably authorizes ENTITLE to obtain, at ENTITLE’s request,
copies of all escrow account reconciliations directly from such independent escrow
reconciliation provider. AGENT agrees to instruct such service provider to notify ENTITLE in the
event such provider ceases to provide the subject independent escrow reconciliation services to
AGENT. AGENT shall give to such service provider whatever authorization or consent such
provider may require, in order to carry out the intent of the foregoing.

        ENTITLE may, from time to time, issue a “closing protection letter” to a prospective
insured or other party to a real estate transaction being processed by AGENT, the effect of
which is to bind ENTITLE to indemnify the addressee thereof against certain losses resulting
from AGENT’s errors, omissions or misconduct in acting as escrow AGENT for the parties to the
transaction, all in accordance with the terms and conditions stated in such letter. In the event
ENTITLE makes payment of any claim arising out of the conduct of AGENT’s escrow business
(whether or not based on such letter of indemnity) either as a result of entry of judgment against
ENTITLE or as a result of compromising settlement, AGENT shall promptly reimburse ENTITLE
for the full amount of ENTITLE’s expenditures, including attorneys’ fees and cost of litigation or
settlement negotiations.

       AGENT agrees that at any reasonable time or times during the term(s) of this
Agreement, it will permit examination by ENTITLE of all accounts, books, ledgers, tax returns
and other financial and business records relating to the title insurance business conducted by
AGENT for ENTITLE.

12.    TERMINATION.

       (a) This Agreement shall be terminated by any of the following:

               (i) Mutual agreement by the parties to terminate.

               (ii) Written notice of cancellation to take effect sixty (60) days after delivery by
               either COMPANY or AGENT to the other.

               (iii) Should either party fail to observe the terms of this Agreement or in any
               manner fail, refuse or neglect to perform its obligations under this Agreement in
               accordance with the terms hereof, and fails to cure such default within a period of
               ten (10) days after receipt of written notice from the non-defaulting party to the




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defaulting party specifying the nature of the default, this Agreement shall
terminate, at the option of the party not in default, upon written notice to the
defaulting party that the non-defaulting party has exercised its right to so
terminate this Agreement.

(iv) Immediate termination by COMPANY upon notice in writing to AGENT upon
the occurrence of any of the following:

(A) The filing of a petition in bankruptcy of AGENT or the appointment of a
receiver for the property of AGENT where such appointment is based, in whole
or in part, on the allegation of insolvency.
(B) Material breach by AGENT of any of the terms or provisions of this
Agreement, or any material deviations from the rules promulgated by COMPANY
and furnished to AGENT.
(C) Cancellation of license or permit to do business, or the instigation of legal
proceedings by local, state or federal authorities, which proceedings, if
successful, would lead to cancellation of permit or license to do business.
(D) AGENT becomes more than thirty (30) days delinquent in mailing to
 COMPANY the monthly report and remittance called for by Section 7.
(E) AGENT commits or is involved with any act of fraud, dishonesty, misconduct
 or unethical behavior.
(F) There occurs any substantial change in the ownership, management or
 control of AGENT’s title insurance business.
(G) Failure by AGENT to be in compliance with each of the following
 requirements:
         (i) Compliance in all material respects with the Real Estate Settlement
 Procedures Act of 1974, as amended, and any rules and regulations
 promulgated thereunder, and all other federal, state and local laws, rules and
 regulations;
         (ii) Maintenance of a valid operating license or permit with each state or
 other jurisdiction in which the AGENT operates and which requires a license or
 permit;
         (iii) Delivery of financial statements to COMPANY not less frequently
 than annually and other wise in accordance with the provisions of this
 Agreement, such statements to be prepared in accordance with Generally
 Accepted Accounting Principles (GAAP) consistently applied;
         (iv) Preparation of an accurate, monthly trial balance for each
 escrow/closing file opened during such month;
         (v) Reconciliation of all trust fund bank accounts with the related
 escrow/closing file trial balances within 30 days of the end of each calendar
 month, and resolution of any deposits in transit, any adjustments (positive or
 negative), and any overdrafted escrow/closing files within such 30 day period;
         (vi) Maintenance of escrow or trust fund bank accounts, which accounts
 are at all times fully funded;
         (vii)   Absence of any significant deficiencies arising out of any
 examination by COMPANY’s internal audit staff, which deficiencies are not
 resolved to the reasonable satisfaction of COMPANY within a reasonable time
 after the issuance of the relevant audit report.




                                8
      (H) AGENT ceases to use the services of an independent escrow reconciliation
      provider as required under Section 11 of this Agreement or for whatever reason
      ENTITLE is not able to obtain copies of the monthly reconciliations from such
      service provider.

(b)   In the event a shortage is hereafter revealed in the AGENT’s accounts of funds
      due to COMPANY or entrusted to AGENT by COMPANY or others, then
      COMPANY may declare immediately due any debts or accounts owed by
      AGENT to COMPANY, and COMPANY shall have a lien of all property of the
      AGENT as security for the repayment to COMPANY of any such debt for
      accounts and any losses or claims COMPANY may be subject to by reason of
      the AGENT’s inability or refusal to account for funds entrusted to him/her/it, and
      on demand by COMPANY, AGENT shall forthwith make good the shortage or
      convey to COMPANY, or its nominee all of AGENT’s interest in any real or
      personal property whatsoever, as security therefore, and COMPANY shall be
      entitled to immediate possession of any and all such property, including, without
      limiting the generality of the foregoing, any title plant in which the AGENT may
      have an interest or right of possession, whether by reason of stock ownership or
      otherwise.

(c)   On termination or cancellation of this Agreement, AGENT shall promptly furnish
      to COMPANY a complete accounting of all unpaid premiums and return to
      COMPANY all files relating to premium-bearing forms issued or about to be
      issued by AGENT on behalf of COMPANY and all unused forms, blanks and
      supplies furnished by COMPANY to AGENT.

(d)   Any right of termination set out in this Agreement shall be in addition to any other
      remedy provided by the laws of the State of Ohio.

(e)   A failure of any party to declare a termination of this Agreement for the breach
      thereof of any one or more of the provisions contained herein, or failure of either
      party to take action under this Agreement for a breach of any of the provisions
      hereof, shall not be construed to be a waiver of such breach or any subsequent
      breach of the same, or other provisions hereunder, and either party may at any
      time assert its right to terminate any act upon such breach.

(f)   The respective obligations of the parties relating to liability for losses and
      defending, appearing in, and paying costs of litigation shall survive any
      termination of this Agreement, and in the event of any litigation which might result
      in the assertion of any claim of loss under any policy issued hereunder, or in the
      event that COMPANY is informed of any circumstances which might result in a
      claim of loss under any such policy, COMPANY shall have the right to make an
      examination of the pertinent books, records and papers of the AGENT as it may
      deem advisable or necessary, whether or not this Agreement has been otherwise
      terminated, and AGENT agrees that the books, records and papers will be kept
      in tact.




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       (g)     If either party shall institute an action against the other party for breach of this
               Agreement, and there is a final judicial determination of the claim breached, the
               unsuccessful party shall pay court costs and reasonable attorneys’ fees to the
               successful party.

13.     RIGHT OF FIRST REFUSAL. In the event that AGENT shall desire to sell its title
insurance agency business, any part thereof or interest therein, and shall receive a bona fide
offer from a third party (“Offeror”) offering to purchase the business or any part thereof or
interest therein, which offer AGENT is willing to accept, AGENT shall give COMPANY such
notice of such offer, which notice shall specify the portion of the business or interest therein
sought to be purchased (the “Offered Interest”) and the price for which the terms upon which
such offer was made, together with the name of the Offeror. COMPANY shall then have the
option, to be exercised by written notice within thirty (30) days after receipt of such notice from
AGENT (or, if all or any part of the consideration contained in the offer received by AGENT shall
not be in the form of cash, within thirty (30) days after AGENT and COMPANY shall have
agreed in writing upon an equivalent cash value) to purchase or find a purchaser for the Offered
Interest on the same (or equivalent) terms as contained in AGENT’s notice. If COMPANY
exercises its said option, the offered interest shall be sold by AGENT to COMPANY or its
designee on the terms aforesaid with the closing of such purchase to occur at the time, place
and date fixed in the notice of exercise by COMPANY to AGENT (which date shall not be less
than thirty (30) days nor more than sixty (60) days after the date of COMPANY’s notice). If
COMPANY shall elect by written notice to AGENT not to exercise its said option or shall fail to
exercise said option within the time period set forth above, AGENT shall be free for a period of
one hundred twenty (120) days from the date of such notice from COMPANY or the expiration
of the option exercised, as the case may be, to sell the Offered Interest (but not any rights under
this Agreement without COMPANY’s prior approval in writing) on terms not more favorable than
those contained in its notice aforesaid, to the Offeror. If AGENT shall not sell the Offered
Interest on such terms within such one hundred twenty (120) day period, then AGENT shall be
required to give COMPANY a right of first refusal in the manner set forth above with respect to
any other proposed sale of the business or any part thereof or interest therein.

        The provisions of the preceding paragraph shall apply only to a bona fide arm’s length
sale or assignment, and shall have no application to a merger or consolidation of AGENT’s
corporate entity, a sale or transfer of all of AGENT’s capital stock, a sale or transfer of the
business or any part thereof or interest therein to any corporation which controls, or which is
controlled by, or which is under common control with, AGENT; provided, however, that the
provisions of this Agreement shall bind any purchaser, assignee or transferee referred to in this
paragraph.

14.    ASSIGNMENT.

       (a) This Agreement is not assignable by either party hereto without the written consent
       of the other except as provided for in Subparagraph (b).

       (b) If this contract is transferred, in whole or in part, by involuntary method, or by
       operation of law, other than by merger or consolidation to which COMPANY is a party,
       COMPANY shall have the right to terminate this contract with a ninety (90) day notice.
       However, should COMPANY change its name, or merge or consolidate with one or more




                                               10
       other title insurance underwriters, or any other parties (with or without change of name),
       this Agreement shall continue in full force.

15.     CONSTRUCTION. The invalidity or unenforceability of any provision of this Agreement
shall not affect or impair any other provision. This Agreement may be modified or altered only
by agreement in writing between the parties.

16.     INDEPENDENT CONTRACTOR. Except for purposes of issuing and delivering title
evidence, subject to and in accordance with the terms and provisions of this Agreement,
AGENT is an independent contractor, and shall be in full and complete control of the operation
of his/her/its title office, including full control of all personnel.

17.     NOTICES. Any written notice permitted or required to be given under this Agreement
shall be deemed to have been given when either personally delivered to the home office of a
party hereto, at the address stated below, or when deposited in the United States Mail, certified
or registered mail, postage prepaid, return receipt requested, or by an overnight mail courier,
and addressed as follows:

              To Company:            EnTitle Insurance Company
                                     4600 Rockside Road, Suite 104
                                     Independence, OH 44131

              To Agent

              With a copy to:        N/A

Either party may, by written notice to the other, as aforesaid, change the address to which
notices are to be sent.

18.    APPLICABLE LAW. The laws of the State of Ohio shall govern the validity,
performance, interpretation and enforcement of this Agreement.

19.   BINDING EFFECT. This Agreement shall inure to the benefit of and be binding upon
each party hereto and their respective successors, assigns, heirs, administrators, executors and
personal representatives.

20.      ENTIRE AGREEMENT. This Agreement contains the entire agreement between the
parties and may only be amended or modified as expressly provided herein, or by an instrument
in writing duly executed by the parties hereto.

      IN WITNESS WHEREOF, the parties have executed this Agreement this _____ day of
_________________, 20____.

                                                           “COMPANY”

                                            ENTITLE INSURANCE COMPANY




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                                  By: __________________________________
                                       Michael F. Waiwood
                                  Its: President




                                             “AGENT”
“AGENT”


_______________________________   By: _______________________________
      Agent
                                  Title:




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