PRODUCER PORTAL ACCESS AGREEMENT

This agreement is a legal contract between you or the producer you represent (the “Producer”) and BERKSHIRE HATHAWAY HOMESTATE INSURANCE COMPANY, a Nebraska corporation, BROOKWOOD INSURANCE COMPANY, an Iowa corporation, CONTINENTAL DIVIDE INSURANCE COMPANY, a Colorado corporation, CYPRESS INSURANCE COMPANY, a California corporation, OAK RIVER INSURANCE COMPANY, a Nebraska corporation, and REDWOOD FIRE AND CASUALTY INSURANCE COMPANY, a Nebraska corporation (collectively, the “Berkshire Hathaway Homestate Companies” or “BHHC”). This agreement takes effect when you click an “I Accept” button or check box presented with these terms or, if earlier, when you first use the Portal (the “Effective Date”).

YOU REPRESENT THAT YOU ARE A PRODUCER OR THAT YOU ARE AN AUTHORIZED REPRESENTATIVE WITH AUTHORITY TO BIND A PRODUCER WHO HAS ENTERED INTO A PRODUCER AGREEMENT WITH ONE OR MORE OF THE BERKSHIRE HATHAWAY HOMESTATE COMPANIES.

The Producer and BHHC hereby agree as follows:

1.       Definitions. As used throughout this agreement:

(a)    “Confidential Information” means any non-public personal financial or health information regarding a natural person that is disclosed or made available to Producer by BHHC, directly or indirectly, through the Portal or any means of communication or observation during the term of this agreement. Confidential Information does not include information that (i) at the time of disclosure, is already known to Producer; or (ii) is disclosed to Producer by a third party who is not prohibited from disclosing the information to Producer.

(b)    “Portal” means the internet website, together with its supporting webpages, applications, systems and databases, where BHHC makes account information and other information, resources and capabilities available to Producers and their representatives.

(c)     “Privileged Information” means any information protected by the attorney-client communication privilege, the work product doctrine, or any other evidentiary privilege.

(d)    “Producer Agreement” means the Producer Agreement between Producer and one or more of the Berkshire Hathaway Homestate Companies.

(e)    “Representative” means a director, officer, employee, accountant, consultant, legal counsel, financial advisor, agent or other representative of a party.

2.       License. Subject to the provisions of this agreement, and for the duration of this agreement, BHHC hereby grants to Producer a limited, nonexclusive, nontransferable, nonassignable, revocable license to access and use the Portal for Producer’s internal business purposes only in the United States.

3.       Registration Instructions; Authorized Representatives; Access Credentials; Revocation; Responsibility for Use or Misuse; Suspension.

(a)    BHHC shall provide Portal registration instructions to Producer. Producer shall be responsible for control and distribution of the registration instructions and shall be responsible for any use or misuse of the registration instructions.

(b)    Producer may authorize one or more Representatives to register on its behalf (“Authorized Representatives”). Each Authorized Representative shall (i) have a need to know the information disclosed through the Portal; (ii) be informed of the obligations of this agreement; and (iii) agree to abide and be bound by this agreement. Producer shall be liable for any breach of this agreement by an Authorized Representative.

(c)     Each Authorized Representative shall select a unique username and password (“Access Credentials”) during the registration process. Authorized Representatives shall not divulge their Access Credentials to anyone.

(d)    Producer may contact BHHC at any time to revoke an Authorized Representative’s Access Credentials. In the event an Authorized Representative leaves Producer’s employment or otherwise no longer represents Producer, Producer shall contact BHHC, within three business days, to revoke an Authorized Representative’s Access Credentials.

(e)    Producer shall be responsible for any use or misuse of the Portal by an Authorized Representative or by any person, known or unknown, using the Authorized Representative’s Access Credentials, with or without permission of the Producer or the Authorized Representative, unless Producer has contacted BHHC to request revocation of the Authorized Representative’s Access Credentials.

(f)      In its sole discretion, BHHC may, at any time and from time to time, temporarily or permanently suspend any Authorized Representative’s Access Credentials for any reason, without cause, and without notice.

4.       System Requirements. In its sole discretion, BHHC may, at any time and from time to time, change the system requirements for accessing the Portal without notice to Producer. Producer shall be solely responsible for obtaining, installing, maintaining, and using any computers, networks, communications, or other equipment compatible with such system requirements.

5.       Changes. In its sole discretion, BHHC may, at any time and from time to time, change or modify the functionality or content of the Portal without notice to Producer.

6.       Confidentiality; Permitted Uses; Standard of Care; Disclosure to Representatives; Compelled Disclosure; Compliance with Applicable Law; Notice of Breach.

(a)    Confidential Information disclosed to Producer shall be used solely to perform one or more of the following insurance functions: claims administration; claims adjustment and management; detection, investigation or reporting of actual or potential fraud, misrepresentation or criminal activity; underwriting; policy placement or issuance; loss control; risk management; case management; disease management; quality assurance; quality improvement; performance evaluation; policyholder service functions; auditing; reporting; the replacement of a workers compensation policy or program; or any activity that permits disclosure without authorization pursuant to the federal Health Insurance Portability and Accountability Act privacy rules promulgated by the U.S. Department of Health and Human Services.

(b)    Producer shall hold all Confidential Information in strictest confidence. Producer shall not disclose Confidential Information to any third party, except as permitted by this agreement.

(c)     Producer shall exercise reasonable care to protect Confidential Information from any loss or unauthorized disclosure.

(d)    Producer may disclose Confidential Information to Producer’s Representatives who (i) have a need to know the information; (ii) are informed of the obligations of this agreement; and (iii) agree to abide and be bound by this agreement. Producer shall be liable for any breach of this agreement by a Representative to whom it discloses Confidential Information.

(e)    Producer may disclose Confidential Information to the extent it is compelled to do so by law or legal process.

(f)      Producer shall be solely responsible for compliance with all applicable laws regarding the privacy or security of Confidential Information.

(g)     Unless prohibited by law, Producer shall notify BHHC as promptly as possible, but in no event later than 72 hours, upon discovery of any actual or reasonably suspected loss or unauthorized disclosure of Confidential Information.

7.       Privileged Information; Disclosure.

(a)    Privileged Information may be disclosed to Producer or its Representatives through the Portal.

(b)    Producer shall hold all Privileged Information in strictest confidence and shall not disclose Privileged Information to any third party except with the prior written consent of BHHC.

8.       Prohibited Conduct. Producer shall not:

(a)    alter or modify any part of the Portal or engage in any other act which undermines the integrity of functionality of the Portal or restricts, interferes with or inhibits the access to or use of the Portal by other users;

(b)    transmit any content or software or other computer code (whether through upload, post, email or otherwise) which contains a virus, Trojan horse, worm or other harmful component designed to interrupt, destroy or limit the functionality of any computer or telecommunications equipment or software;

(c)     circumvent or disable any security or data protection measures implemented by or for BHHC;

(d)    modify, falsify or delete any attributions, legends, marks, notices, or any other proprietary designation of the origin or source of any material obtained through the Portal;

(e)    copy, post, publish, transmit, reproduce, disclose, modify, create derivative works of, distribute or in any manner otherwise exploit the Portal;

(f)      decompile, reverse engineer, disassemble, or otherwise derive or attempt to derive the source code of the Portal;

(g)     frame or link to the Portal without the prior written consent of BHHC, which may be withheld in its sole discretion; or

(h)    violate or facilitate any violation of any applicable law.

9.       DISCLAIMER OF WARRANTIES. THE PORTAL IS PROVIDED TO PRODUCER “AS IS” AND WITH ALL FAULTS, AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND (WHETHER EXPRESS OR IMPLIED OR STATUTORY) ARE HEREBY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, (I) ALL IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, USEFULNESS, SUITABILITY, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, TIMELINESS, TITLE, AND NON-INFRINGEMENT, AND (II) ANY REPRESENTATION OR WARRANTY THAT THE OPERATION OF THE PORTAL WILL BE SECURE, RELIABLE, TIMELY, UNINTERRUPTED, ERROR-FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PORTAL. ANY ACCESS OR USE OF THE PORTAL IS AT PRODUCER’S SOLE RISK, AND PRODUCER IS SOLELY RESPONSIBLE FOR EVALUATING AND BEARING ALL RISKS ASSOCIATED WITH THE USE OF THE PORTAL. PRODUCER’S SOLE REMEDY FOR DISSATISFACTION WITH THE PORTAL IS TO STOP USING THE PORTAL.

10.    LIMITATION OF LIABILITY.

(a)    NEITHER BHHC NOR ITS REPRESENTATIVES SHALL BE LIABLE FOR ANY IMPROPER OR INCORRECT USE OF THE PORTAL BY PRODUCER, AND NO SUCH LIABILITY IS ASSUMED. PRODUCER ACKNOWLEDGES THAT THE PORTAL MAY NOT REFLECT THE MOST CURRENT INFORMATION AVAILABLE.

(b)    NOTWITHSTANDING ANY CONTRARY PROVISION OF THIS AGREEMENT OR ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY OF ANY KIND, TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, NEITHER BHHC NOR ITS REPRESENTATIVES SHALL BE LIABLE FOR ANY CONSEQUENTIAL, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LIABILITIES OR OTHER LOSSES (INCLUDING WITHOUT LIMITATION ANY CLAIMS FOR LOST PROFITS OR BUSINESS OR VALUE) ARISING OUT OF OR RELATED TO OR IN CONNECTION WITH THE PORTAL, REGARDLESS OF THE FORM OF ACTION, EVEN IF BHHC OR ANY OTHER PERSON HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

(c)     BHHC’S AND ITS REPRESENTATIVES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO OR IN CONNECTION WITH THE PORTAL, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).

11.    INDEMNITY. PRODUCER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS BHHC AND ITS REPRESENTATIVES (COLLECTIVELY, “INDEMNIFIED PERSONS”) FROM AND AGAINST ANY LOSSES, LIABILITIES, OBLIGATIONS, CLAIMS, SUITS, COSTS, EXPENSES, DAMAGES OR JUDGEMENTS OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY FEES AND OTHER REASONABLE EXPENSES ASSOCIATED WITH LITIGATION AND ANY LEGAL FEES AND COSTS INCURRED PURSUING DEFENSE OR INDEMNITY OF CLAIMS HEREUNDER), WHETHER ACTUAL OR THREATENED AND WHETHER OR NOT INVOLVING A THIRD-PARTY CLAIM, WHICH ARISES OUT OF OR RELATES TO OR IS IN CONNECTION WITH (A) ANY BREACH OR VIOLATION BY PRODUCER OF THIS AGREEMENT; OR (B) ANY OTHER USE OF THE PORTAL BY PRODUCER (COLLECTIVELY, “CLAIMS”), INCLUDING, WITHOUT LIMITATION, ANY CLAIMS ARISING FROM BASED ON THE PASSIVE OR ACTIVE NEGLIGENCE OF BHHC OR ANY OTHER INDEMNIFIED PERSON AND CLAIMS ARISING FROM THE MERE FACT THAT PRODUCER OR ITS REPRESENTATIVES HAS ACCESS TO THE PORTAL, CONFIDENTIAL INFORMATION, OR PRIVILEGED INFORMATION. BHHC MAY CONTROL THE DEFENSE OF ANY MATTER SUBJECT TO INDEMNITY AND DEFENSE BY PRODUCER, IN WHICH CASE PRODUCER SHALL FULLY COOPERATE WITH BHHC.

12.    ARBITRATION. ANY CONTROVERSY OR CLAIM ARISING OUT OF, OR RELATING TO, THIS AGREEMENT, OR THE BREACH THEREOF, SHALL BE RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES THEN IN EFFECT. THE ARBITRATION PROCEEDING SHALL TAKE PLACE IN OMAHA, NEBRASKA. THE ARBITRATOR MAY NOT AWARD PUNITIVE OR EXEMPLARY DAMAGES AGAINST EITHER PARTY. THE RESULTS OF THE ARBITRATION SHALL BE FINAL AND BINDING ON BOTH PARTIES. JUDGMENT UPON AN AWARD RENDERED IN THE ARBITRATION MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. IN THE EVENT EITHER PARTY INSTITUTES AN ACTION OR SUIT TO COMPEL ARBITRATION, THE PREVAILING PARTY SHALL RECOVER COSTS AND REASONABLE ATTORNEYS' FEES FROM THE OTHER PARTY.

13.    Termination.

(a)    This agreement will terminate automatically and without notice upon termination of the Producer Agreement.

(b)    Either party may terminate this agreement by sending notice of termination to the other party.

(c)     The confidentiality obligations of section 6 of this agreement will continue indefinitely and will survive termination of this agreement.

14.    Choice of Law. Nebraska law governs this agreement.

15.    Severability. If any provision of this agreement is held to be invalid or unenforceable, such provision will be struck and will not affect the validity or enforceability of the remaining provisions.

16.    Waiver. No waiver or satisfaction of a condition or nonperformance of an obligation under this agreement will be effective unless it is in writing and signed by the party granting the waiver.

17.    Third Party Beneficiaries. The parties do not intend for this agreement to confer any rights or remedies upon any third party.

18.    No Agency. The parties do not intend that any employment, agency, partnership or joint venture relationship be created between them by this agreement.

19.    Assignment. Except with the prior written consent of BHHC, Producer shall not assign this agreement or any of its rights or obligations under this agreement. Any purported assignment in violation of this section 20 will be void.

20.    Amendment. BHHC may, at any time and from time to time, amend the terms of this agreement. Producer’s continued use of the Portal after the terms are amended shall be deemed acceptance of the amended terms.

21.    Notice.

(a)    Any notice from BHHC required by this agreement shall be in writing and sent to Producer by e-mail to the e-mail address on file for any Authorized Representative or by first class mail addressed to the mailing address designated for notices pursuant to the Producer Agreement.

(b)    A notice from Producer required by this agreement shall be in writing and delivered by a nationally recognized express transportation company to Legal Notices, Berkshire Hathaway Homestate Companies, 1 California St, Ste 600, San Francisco, CA 94111.

22.    Entire Agreement. The parties acknowledge that this agreement sets forth the entire understanding between the parties with respect to Producer’s access to the Portal.