370 Park Street, Suite 8, Moraga CA. 94556
341 S. Main, Suite 100, Alpine UT. 84004
888.313.9977(t) ~ 925.313.9978(f)
info@dominioninsurance.com
dominion-insurance.com

PATENT LAWYERS
PROFESSIONAL LIABILITY INSURANCE

NOTICE: This is a claims made form. Words and phrases in bold (other than titles and section headings) have special meanings which apply in both the singular and plural forms as required by the context. Except to such extent as may otherwise be provided herein, the coverage afforded under this Insurance Policy is limited to liability for only those Claims that are first made against the Assured and reported to the Underwriters while the insurance is in force. The Limit of Liability available to pay Damages shall be reduced and may be completely exhausted by payment of Claims Expenses. Damages and Claims Expenses shall be applied against the Deductible. Please review the coverage afforded under this Insurance Policy carefully and discuss the coverage hereunder with your insurance agent or broker.
  1. INSURING AGREEMENTS
    The Underwriters agree with the Assured, named in the Declarations made a part hereof, in consideration of the payment of the premium and reliance upon the statements in the application which is made a part of this Insurance Policy (hereinafter "Policy" or "Insurance") and subject to the Limit of Liability, exclusions, conditions and other terms of this Insurance:
    1. Coverage
      To pay on behalf of the Assured Damages and Claims Expenses which the Assured shall become legally obligated to pay because of any Claim or Claims, including Claims for Personal Injury as hereafter defined, first made against the Assured and reported to the Underwriters during the Period of Insurance or Extended Reporting Period, arising out of any act, error or omission of the Assured in rendering or failing to render Professional Services as hereinafter defined for others but solely for acts on behalf of the Named Assured designated in Item 1 of the Declarations and caused by the Assured, except as excluded or limited by the terms, conditions and exclusions of this Policy.
    2. Defense and Settlement (Included in the Limit of Liability)
      1. The Underwriters shall have the right and duty to defend, subject to the Limits of Liability, any Claim against the Assured seeking Damages which are payable under the terms of this Insurance, even if any of the allegations of the Claim are groundless, false or fraudulent. However, Underwriters shall not formally appoint defense counsel without the consent of the Named Assured, such consent not to be unreasonably withheld.
      2. It is agreed that the Limit of Liability available to pay Damages shall be reduced and may be completely exhausted by payment of Claims Expenses. Damages and Claims Expenses shall be applied against the Deductible.
      3. The Underwriters shall have the right to make any investigation they deem necessary, including, without limitation, any investigation with respect to the application and statements made in the application and with respect to coverage.
      4. If the Assured shall refuse to consent to any settlement or compromise recommended by the Underwriters and acceptable to the claimant and elects to contest the Claim, Underwriters' liability for any Damages and Claims Expenses shall not exceed the amount for which the Claim could have been settled plus the Claims Expenses incurred up to the time of such refusal, or the applicable Limit of Liability, whichever is less, and the Underwriters shall have the right to withdraw from the further defense thereof by tendering control of said defense to the Assured.
        Without waiving the foregoing, in order to enhance the likelihood of resolving Claims covered by this Insurance in a mutually agreeable manner to both Underwriters and the Assured, Underwriters agree to: (1) seek the Assured's views regarding any potential settlement or compromise recommended by Underwriters and acceptable to the claimant; and (2) substantively respond to any such views, explaining Underwriters' position and the reason(s) therefor.
      5. It is further provided that the Underwriters shall not be obligated to pay any Damages or Claims Expenses, or to undertake or continue defense of any suit or proceeding after the applicable Limit of Liability has been exhausted by payment of Damages or Claims Expenses or after deposit of the applicable Limit of Liability in a court of competent jurisdiction, and that upon such payment, the Underwriters shall have the right to withdraw from further defense thereof by tendering control of said defense to the Assured.
    The most Underwriters will pay under each of the following coverages and the most Underwriters will pay in the aggregate for all of the following coverages set forth is one hundred thousand dollars ($100,000), which aggregate limit of indemnity is included within and is not in addition to the aggregate limit of liability for all coverages set forth in Item 3. of the Declarations:

    1. Disciplinary Proceedings
      Underwriters agree to pay up to a one hundred thousand dollars ($100,000) aggregate amount for attorney fees and other costs, expenses or fees resulting from the investigation or defense of a proceeding before any state or federal licensing board, or peer review committee incurred as a result of a notice of a proceeding first received by the Assured and reported to Underwriters during the Period of Insurance, arising out of the rendering or failure to render Professional Services by an Assured covered under this Policy. No Deductible will apply to payments made pursuant to this provision.
    2. Regulatory Inquiry
      Underwriters agree to pay up to a $20,000 aggregate amount for attorney fees and other costs, expenses or fees resulting from the investigation or defense of a proceeding before any or governmental regulatory body incurred as a result of a notice of a proceeding first received by the Assured and reported to Underwriters during the Period of Insurance, arising out of the rendering or failure to render Professional Services by an Assured covered under this Policy. No Deductible will apply to payments made pursuant to this provision.
    3. Speech, Presentation, or Other Publication
      Underwriters agree to pay in addition to the applicable Limit of Liability up to a $10,000 aggregate amount for attorney fees and other costs, expenses or fees resulting from the defense of copyright violation allegations arising out of any speech, presentation or publication by an Assured under this Policy regarding intellectual property topics, so long as the Claim asserting such allegations is first received by the Assured and reported to Underwriters during the Period of Insurance. No Deductible will apply to payments made pursuant to this provision.
    4. Loss of Earnings
      Underwriters agree to pay up to five hundred dollars ($500) per day, subject to a maximum of fifteen thousand dollars ($15,000) for the entire Period of Insurance, for each day or part of a day of such Assured's attendance, at the Underwriter's request, at a trial, hearing, or other alternative dispute resolution proceeding, including arbitration proceeding or mediation, involving a Claim against such Assured.
    5. Subpoena Assistance
      In the event the Assured receives a subpoena for documents or testimony arising out of Professional Services rendered by the Assured and the Assured would like Underwriters assistance in responding to the subpoena, the Assured may provide Underwriters with a copy of the subpoena and Underwriters will retain an attorney to provide advice regarding the production of documents, to prepare the Assured for sworn testimony, and to represent the Assured at the Assured's depositions, provided that:
      1. the subpoena arises out of a lawsuit to which the Assured is not a party; and
      2. the Assured has not been engaged to provide advice or testimony in connection with the lawsuit, nor has the Assured provided such advice or testimony in the past.
      Underwriters agree to pay such attorney's legal fees excluding any disbursements. Any notice the Assured gives Underwriters of such subpoena shall be deemed notification of a potential Claim under section XI.A of this Policy.
    6. Crisis Event
      Underwriters agree to pay the Assured up to twenty thousand dollars ($20,000) for crisis event expenses that result from:
      1. death, departure, or debilitating illness of an Assured;
      2. dissolution of the Assured; or
      3. incident of workplace violence.
      that the Assured reasonably believes will have material adverse effect upon the Assured's reputation, first occurring and reported to Underwriters during the Period of Insurance.
    7. Data Security Breach And Client Network Infection
      1. Underwriters agree to pay up to fifty thousand dollars ($50,000) on behalf of any Assured, in excess of the Each Claim Deductible, which the Assured shall become legally obligated to pay because of any Claim first made against any Assured and reported in writing to the Underwriters during the Period of Insurance or Extended Reporting Period (if applicable) arising out of:
        1. any Data Security Breach of any Data Security System maintained by the Assured for the storage of Confidential Information pertaining to the Assured's clients in the Assured's rendering of Professional Services; or
        2. any Client Network Infection.
      2. Multiple Claims by more than one claimant arising out of the same Data Security Breach or Client Network Infection will be considered a single Claim for purposes of applying the per-claim Limit of Liability and deductible.
      3. It is a condition precedent to coverage and our liability under this Policy that at all times during the Period of Insurance the Assured shall:
        1. maintain anti-virus and malware prevention solutions on the Assured's Data Security System and update the protection at regular intervals;
        2. maintain firewalls on its Data Security System; and
        3. maintain and implement ongoing patch management process to ensure timely patching of its Data Security System.
    8. Privacy Regulation Proceedings Defense Costs
      Underwriters agree to pay on behalf of the Assured up to twenty thousand dollars ($20,000) for Defense Costs incurred as to any Claim first made against the Assured and reported to the Underwriters during the Period of Insurance or Extended Reporting Period for or arising out of a Privacy Regulation Proceeding by reason of any action giving rise to such Claim by the Assured.
    9. For the purposes of the Privacy Regulation Proceedings Defense Costs coverage set forth above:

        "Privacy Regulation Proceeding" means a civil, administrative, or Regulatory Proceeding by a federal, state, or foreign governmental authority alleging a violation of any Breach Notice Law or relating to any Privacy Breach, or any law, statute, or regulation governing the confidentiality, integrity, or accessibility of Personally Identifiable Non-Public Information or nonpublic corporate information.

        "Privacy Breach" means theft, loss or Unauthorized Disclosure of Personally Identifiable Non-Public Information that is in the care, custody or control of the Assured.

        "Unauthorized Disclosure" means the disclosure of or access to information in a manner that is not authorized by the Assured and is without knowledge of, consent, or acquiescence of any member of the Assured.

    10. Privacy Notification Costs
      Underwriters will indemnify the Assured for Privacy Notification Costs, up to ten thousand dollars ($10,000) resulting from any Claim first made against the Assured and reported to the Underwriters during the Period of Insurance or Extended Reporting Period as a result of a Privacy Breach.

      For the purposes of the Privacy Notification Costs coverage set forth above:

        "Privacy Notification Costs" means reasonable and necessary:
        1. costs to hire a computer security expert to determine the existence of and cause of any theft or Unauthorized Disclosure of information;
        2. costs to provide notification in compliance with a Breach Notice Law or in the absence of a Breach Notice Law, costs to provide notification with Underwriter’s prior consent;

      Privacy Notification Costs shall not include any internal salary or overhead expenses of the Assured of any costs or expenses related to public relations management.

      "Unauthorized Disclosure" means the disclosure of or access to information in a manner that is not authorized by the Assured and is without knowledge of, consent, or acquiescence of any member of the Assured.

    11. Contractual Travel Indemnity
      Subject to the limits of indemnity set forth below, Underwriters will indemnify the Assured for the Contractual Financial Obligation the Assured becomes obligated to pay to an officer, director, or employee in excess of any other insurance coverage, contribution, or indemnification available to the Assured and/or to the officer, director, or employee, where such obligation is based on or arises out of any written contract or manual requiring the Assured to indemnify the officer, director, or employee for Injury or Accidental Death sustained while traveling on a common carrier for the Assured's business during the Period of Insurance.

      For the purposes of the Contractual Travel Indemnity coverage set forth above:

        Accidental Death means the loss of life due to physical injury to an officer, director, or employee of the Assured caused by violence, fracture, or an accident occurring while traveling on a common carrier for the Assured's business during the Period of Insurance, provided that the loss of life takes place no later than one hundred eighty (180) days after the expiration date or the effective date of cancellation of the Policy.

        Injury means:
        1. Physical damage to the body caused by violence, fracture, or an accident;
        2. Accidental loss of limbs or multiple fingers;
        3. Permanent total loss of sight, speech or hearing caused by violence, fracture, or an accident.
        Contractual Financial Obligation means a sum that the Assured is required to pay to satisfy its obligations under a written contract or manual which has a binding effect on the Assured.

        Permanent means lasting more than 12 months and at the end of that time being without prospect of improvement.

      The limit of indemnity for this Contractual Travel Indemnity coverage is twenty-five thousand dollars ($25,000) for all Contractual Financial Obligation combined for the Period of Insurance. No deductible applies to this Contractual Travel Indemnity coverage.

      No coverage shall be afforded and no amounts shall be payable pursuant to the Contractual Travel Indemnity coverage if the cause of the Injury or Accidental Death was:
      1. An intentional act by or at the direction of the Assured;
      2. An act of suicide or attempted suicide;
      3. An act of war or Act of Terrorism as defined in Section M. below; or
      4. Any disease process, whether sudden, slow, or degenerative.
    12. Loss of Key Individual Replacement Expenses
      The Underwriters will indemnify the Assured for its Ascertained Net Loss up to the limit of indemnity set forth below if the Chief Executive Officer of the Assured suffers an accidental injury during the Period of Insurance which results in the death of the Chief Executive Officer during the Period of Insurance. No deductible applies to this coverage.

      For the purposes of the Loss of Key Individual Replacement Expenses coverage set forth above:

        Ascertained Net Loss means additional irrecoverable Replacement Expenses directly incurred by the Assured independently of any other cause less any savings the Assured is able to obtain in mitigation of the loss.

        Replacement Expenses means:
        1. Costs of advertising the employment position opening;
        2. Travel, lodging, meal and entertainment expenses incurred in interviewing job applicants for the employment position opening; and
        3. Miscellaneous extra expenses incurred in finding, interviewing and negotiating with the job applicants, including, but not limited to, overtime pay, costs to verify the background and references of the applicants and legal expenses incurred to draw up and employment contract.
      The aggregate limit of indemnity for this Loss of Key Individual Replacement Expenses coverage is five thousand dollars ($5,000) for all Ascertained Net Loss for the Period of Insurance. No deductible applies to this Loss of Key Individual Replacement Expenses coverage.
    13. Terrorism Travel Reimbursement
      The Underwriters will, subject to the limit of indemnity set forth below, indemnify the Assured for the Assured's obligation to reimburse any present director or officer for Emergency Travel Expenses incurred by such director or officer during the Period of Insurance as the result of an Act of Terrorism taking place during the Period of Insurance. The aggregate limit of indemnity for this coverage is twenty-five thousand dollars ($25,000) for all Emergency Travel Expenses incurred by all such directors and officers for the Period of Insurance. No deductible applies to this coverage.

      For the purposes of the Terrorism Travel Reimbursement coverage set forth above:

        Act of Terrorism means an act, or acts, of any person, or group(s) of persons, committed for political, religious, ideological or similar purposes with the intention to influence any government and/or to put the public, or any section of the public, in fear. An Act of Terrorism can include, but not be limited to, the actual use of force or violence and/or the threat of such use. Furthermore, the perpetrators of an Act of Terrorism can either be acting alone, or on behalf of, or in connection with any organisation(s) or government(s).

        Notwithstanding the above, Underwriters will not indemnify the Assured for any Emergency Travel Expenses arising out of or attributable to an Act of Terrorism involving the use or release, or the threat of use or release of any nuclear weapon or device or chemical or biological agent, regardless of any contributory cause(s).

        Emergency Travel Expenses mean:
        1. Hotel expenses incurred which directly result from the cancellation of a scheduled transport by a commercial transportation carrier, resulting directly from and within forty-eight (48) hours of an Act of Terrorism; and
        2. The increased amount incurred which may result from re-scheduling comparable transport, to replace a similarly scheduled transport canceled by a commercial transportation carrier in direct response to an Act of Terrorism;
    14. Travel Delay Reimbursement
      The Underwriters will, subject to the limit of indemnity set forth below, indemnify the Assured for its obligation to reimburse any present Chief Executive Officer of the Assured for any Non-Reimbursable Travel Delay Expenses the Chief Executive Officer incurs as a result of the cancellation of any regularly scheduled business travel on a common carrier. The aggregate limit of indemnity for this coverage is fifteen hundered dollars ($1,500) for all Non-Reimbursable Travel Delay Expenses incurred by all Chief Executive Officers during the Period of Insurance.

      For the purposes of the Travel Delay Reimbursement coverage set forth above:

        Non-Reimbursable Travel Delay Expenses means the following travel-related expenses incurred after a seventy-two (72) hour waiting period, beginning from the time documented on the proof of cancellation, which are not otherwise reimbursable by the carrier or any other, entity or insurer and for which the Chief Executive Officer produces a receipt:
        1. Meals and lodging;
        2. Alternative transportation;
        3. Clothing and necessary toiletries; and
        4. Emergency prescription and non-prescription drug expenses.
      No coverage shall be afforded and no amounts shall be payable pursuant to the Travel Delay Reimbursement coverage if the cancellation is as a direct result of an Act of Terrorism.
    15. Reimbursement for Bodily Injury and Property Damage to Personal Property due to Assault
      The Underwriters will, subject to the limit of indemnity set forth below, reimburse the Assured for those amounts the Assured becomes obligated to pay to an officer, director, or employee of the Assured for medical expenses as to Bodily Injury and Property Damage to the Personal Property of such officer, director, or employee sustained as a result of a physical assault on the officer, director, or employee taking place during the Period of Insurance at the Premises of the Assured, or while the officer, director, or employee is traveling to or from the Premises of the Assured, and which assault is reported to Underwriters within forty-eight (48) hours after the assault took place

      For the purposes of the Reimbursement for the Bodily Injury and Property Damage to Personal Property due to Assault coverage set forth above:

        Bodily Injury means bodily injury, sickness or disease, mental anguish, psychological injury or emotional distress sustained by any officer, director, or employee of the Assured, which occurs during the Period of Insurance, including death arising directly from any of these at any time.

        Personal Property means any moveable asset that may be subject to ownership.

        Premises means the physical premises owned, leased, or rented by the Assured for the conducting of its business.

        Property Damage means:
        1. physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or
        2. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the accident that caused it, including continuous or repeated exposure to substantially the some general harmful conditions.

      The aggregate limit of indemnity payable to all directors, officers and employees of the Assured as a result of all such physical assaults taking place during the Period of Insurance for all Bodily Injury due to Assault is ten thousand dollars ($10,000) and the aggregate limit of indemnity for all Property Damage to Personal Property due to Assault is two thousand dollars ($2,000). No deductible applies to this coverage.
    16. Conference Cancellation Costs Reimbursement
      The Underwriters will, subject to the limit of indemnity set forth below, reimburse the Assured for Conference Cancellation Costs incurred and paid by the Assured and not otherwise reimbursed, for a cancelled conference that an employee of the Assured was scheduled to attend during the Period of Insurance at the request and on the business of the Assured, but this coverage shall only be afforded if:
      1. the cancellation was due directly to a "natural catastrophe" or a "communicable disease" outbreak that forces the cancellation of the conference;
      2. the employee registered for the conference at least thirty (30) days prior to the cancellation; and
      3. the cancellation was ordered by a local, state or federal Board of Health or other governmental authority having jurisdiction over the location of the conference.

      For purposes of the Conference Cancellations Costs Reimbursement coverage set forth in P. 2. above:

        Conference Cancellation Costs means:
        1. Deposits for hotel, airline, rental car and other similar charges that were forfeited as a result of the cancellation;
        2. Registration fees and charges for such conferences that were forfeited as a result of the cancellation;
        3. Any other deposits, prepayments, or charges incurred by the employee of the Assured as a result of such cancellation, including but not limited to baby sitters, day care and fees for suspension of services, but only if such amounts would otherwise be reimburseable by the Assured.
      The aggregate limit of indemnity for this Conference Cancellation Cost Reimbursement coverage is one thousand ($1,000) for all business-related conference expenses incurred for all cancelled conferences at which the employees of the Assured were to attend during the Period of Insurance. No deductible applies to this coverage.
    17. Temporary Meeting Space Reimbursement and Emergency Real Estate Consulting Fee
      The Underwriters will, subject to the limit of indemnity set forth below, reimburse the Assured for
      1. The cost of rental of meeting space necessitated by the temporary unavailability for up to one week of the Assured's primary location due to the failure of a climate control system, or leakage of a hot water heater during the Period of Insurance, but this coverage shall only apply if the scheduled meeting was with parties who are not insured under this Policy. The aggregate limit of indemnity for this coverage is ten thousand dollars ($10,000) for all costs of rental of meeting space as to all instances of temporary unavailability of the Assured's primary location during the Period of Insurance. No deductible applies to this coverage.
      2. Reasonable realtor's fee or real estate consultant's fee incurred due to the need of the Assured to relocate its primary place of business from the principal location set forth in the Declarations as a direct result of the Unforeseeable Destruction of the Assured's primary location during the Period of Insurance. The aggregate limit of insurance for this coverage is five thousand dollars ($5,000) for all reasonable realtor's fees and real estate consultant's fees incurred by the Assured due to all Unforeseen Destructions of the principal location of the Assured during the Period of Insurance. No deductible applies to this coverage.

      For purposes of the Emergency Real Estate Consulting Fee coverage set forth in Q. 2. above:

        Unforeseeable Destruction means the accidental and unpredictable destruction, or the long term or permanent rendering as unusable and uninhabitable for any purposes, of the principal location of the Assured. Unforeseeable Destruction shall not include any destruction or the rendering as unusable or uninhabitable of the principal location of the Assured as a result of any intentional or grossly negligent acts of the Assured or its officers, directors, or employees, nor due to any nuclear incident, accident, war, Act of Terrorism or other nuclear event. The term "long term" shall mean for the purposes of this definition any period longer than six months.
    18. Identity Theft Expense
      The Underwriters will, subject to the limits of indemnity set forth below, reimburse the Assured for Identity Theft Expense the Assured becomes obligated to pay to its directors, officer, or employees as a result of any Identity Theft committed against such directors, officers, or employees while they were acting in their positions and on behalf of the Assured, provided such Identity Theft (1) is first discovered by the Assured or its officers, directors or employees and is reported to Underwriters as soon as practicable during the Period of Insurance, but in no event later than ten (10) days of the discovery by the Assured of the Identity Theft and (2) the Identity Theft took place subsequent to the effective date of the Assured's first policy with Underwriters.

      For purposes of the Identity Theft Expense coverage set forth above:

        Identity Theft means the acquisition by fraud or other means of the private identifying information for the Assured's officers, directors, or employees and the use of such identifying information for financial gain or other purposes.

        Identity Theft Expense means those expenses incurred as a direct result of Identity Theft for the following:
        1. the cost of obtaining up to twelve (12) credit reports obtained within twelve (12) months of the discovery of the Identity Theft for purposes of determining and restoring credit ratings;
        2. fees incurred in reapplying for loans, grants and other credit vehicles that were rejected solely as a result of the Identity Theft to which this Policy applies;
        3. costs incurred in reporting the Identity Theft to applicable authorities, agencies, creditors, stores and other persons and entities, including telephone charges, postage, notarization fees, local travel expenses if personal appearance is required and duplication costs;
        4. actual wages lost by the officer, director, or employee as a result of time away from work reasonably and necessarily required to take steps in order to correct and repair the results of the Identity Theft, including reimbursement for lost paid vacation and personal days used to take such steps;
        5. fees and costs charged by an attorney retained by the officer, director, or employee with Our approval for purposes of defending any action or removing any judgment or award resulting directly from the Identity Theft; and
        6. the cost of replacing any personal documents or other materials, including but not limited to passports, driver's licenses and credit and identification cards, which are lost or rendered unusable due directly to the Identity Theft.
      The aggregate limit of indemnity for this coverage is fifteen thousand dollars ($15,000) for all Identity Theft Expense the Assured becomes obligated to pay to any and all of its officer, directors and employees due to all Identity Theft within the scope of this coverage. No deductible applies to this coverage.
    19. Image Restoration and Counseling
      The Underwriters will, subject to the limits of indemnity set forth below, reimburse the Assured for Covered Image Restoration and Counseling Expenses incurred by the Assured as a direct result of Improper Acts by any officer, director, or employee of the Assured taking place and reported to Underwriters during the Period of Insurance before.

      For purposes of the Image Restoration and Counseling coverage set forth above:

        Covered Image Restoration and Counseling Expenses shall only mean and this coverage shall only apply to the following:
        1. The costs of rehabilitation and counseling for the accused officer, director, or employee of the Assured, provided the officer, director, or employee is not ultimately found guilty of criminal conduct. No reimbursement of any Covered Image Restoration and Counseling Expenses by Underwriters to the Assured unless and until there has been an acquittal of the officer, director, or employee of the Assured accused of committing the Improper Acts;
        2. The costs charged by a recruiter or expended on advertising for replacement of an officer or director as a result of Improper Acts by such officer or director; and
        3. The costs of restoring the Assured's reputation and public, consumer or client confidence through image consulting.
        Improper Acts means any criminal, fraudulent, immoral, or scandalous acts or conduct by an officer, director, or employee of the Assured, whether or not committed or conducted on behalf of or as part of the business of the Assured.

      The aggregate limit of indemnity for this coverage is ten thousand dollars ($10,000) for all Covered Image Restoration and Counseling Expenses incurred by the Assured as a direct result of Improper Acts during the Period of Insurance. No deductible applies to this coverage.
    20. Pre-Claims Assistance
      Until the date a Claim is made, Underwriters may pay for all costs or expenses it incurs, at its sole discretion, as a result of investigating a potential Claim that the Assured reports in accordance with Section XI.B. Such payments are in addition to the Limits of Liability and not subject to the Deductible.
  2. DEFINITION OF ASSURED
    Each of the following is an Assured under this Insurance to the extent set forth below:
    1. if the Named Assured designated in Item 1 of the Declarations is an individual, the person so designated but only with respect to the conduct of a Patent Lawyer practice of which the individual is the sole proprietor;
    2. if the Named Assured designated in Item 1 of the Declarations is a partnership or limited liability partnership, the partnership or limited liability partnership so designated;
    3. any Patent Lawyer who is a partner in the Named Assured including any incorporated partners and their shareholders but solely for acts on behalf of the Named Assured designated in Item 1 of the Declarations;
    4. if the Named Assured designated in Item 1 of the Declarations is a corporation, professional corporation, professional association or limited liability company, the corporation, professional corporation, professional association or limited liability company so designated;
    5. any Patent Lawyer who is a stockholder or member of the corporation, professional corporation, professional association or limited liability company but solely for acts on behalf of such Named Assured;
    6. any Patent Lawyer acting as an independent contractor but solely for acts on behalf of the Named Assured designated in Item 1 of the Declarations;
    7. any employed Patent Lawyer or other employee but solely for acts on behalf of the Named Assured designated in Item 1 of the Declarations;
    8. any person who previously qualified as an Assured under C, E, F or G above prior to the termination of the required relationship with the Named Assured, but solely for acts on behalf of the Named Assured designated in Item 1 of the Declarations;
    9. any partnership, limited liability partnership, corporation, professional corporation, professional association or limited liability Company, advised in writing to the Underwriters, of which the Named Assured is the successor;
    10. any Patent Lawyer who during the Period of Insurance becomes a partner, member, stockholder or employee of the Named Assured but solely for acts on behalf of the Named Assured designated in Item 1 of the Declarations;
    11. the estate, heirs, executors, administrators, assigns and legal representatives of any Assured in the event of such Assured's death, incapacity, insolvency or bankruptcy, but only to the extent that such Assured would otherwise be provided coverage under this Insurance;
    12. any Patent Lawyer acting as "of counsel" but solely for acts on behalf of the Named Assured designated in Item 1 of the Declarations.
  3. TERRITORY
    This Insurance applies to acts, errors or omissions which take place anywhere in the world provided that Claim is first made against the Assured within the United States of America, its territories or possessions or Canada during the Period of Insurance or Extended Reporting Period when purchased in accordance with Clause IX.
  4. EXCLUSIONS
    The coverage under this Insurance does not apply to Damages or Claims Expenses incurred with respect:
    1. to any Claim arising out of any criminal, dishonest, fraudulent or malicious act, error or omission of any Assured, committed with actual, criminal, dishonest, fraudulent or malicious purpose or intent. However, notwithstanding the foregoing, the insurance afforded by this Policy shall, subject to the sub-limit of liability specified in section VI.D of the policy, apply to Claims Expenses incurred in defending any such Claim, but shall not apply to any Damages which the Assured might become legally obligated to pay as a result of such Claim;
    2. to fines, penalties or sanctions, except that if a Claim shall have been brought against the Assured seeking Damages as well as fines, penalties or sanctions, then any coverage which may be afforded by this Policy will apply to any Claims Expenses incurred, without liability, however, for such fines, penalties or sanctions;
    3. to any Claim by one Assured under this Insurance against another Assured under this Insurance;
    4. to any Claim arising out of bodily injury to, or sickness, disease or death of any person, or to injury to or destruction of any tangible property, including the loss of use thereof;
    5. to any loss sustained by an Assured as a beneficiary or distributee of any trust or estate;
    6. to any Claim arising out of any Assured's activities as a trustee, partner, officer, director or employee of any employee trust, charitable organization, corporation, company or business other than that of the Named Assured;
    7. to any Claim made by or against or in connection with any business enterprise (including the ownership, maintenance or care of any property in connection therewith), not named in Item 1 of the Declarations, based on or arising out of Professional Services performed for such entity if at the time of the act or omission giving rise to the Claim, the percentage ownership interest, direct or indirect, in such entity by any Assured, or an accumulation of Assureds, exceeded 10%;
    8. to any Claim or circumstance which might lead to a Claim in respect of which any Assured has given notice to the insurer of any other policy in force previous to the effective date of this Policy;
    9. to any Claim arising out of any acts, errors, or omissions which took place prior to the effective date of this Insurance, if any Assured on the effective date knew or could have reasonably foreseen that such acts, errors or omissions might be expected to be the basis of a Claim;
    10. to any Claim arising out of any Assured's capacity as an elected public official or as an employee of a governmental body, subdivision, or agency thereof unless the Assured is deemed an employee solely by virtue of rendering services to such governmental body, the remuneration for which services inures to the benefit of the Named Assured;
    11. to any Claim arising out of any Assured's activities and/or capacity as a Fiduciary under the Employment Retirement Income Security Act of 1974 and its amendment or any regulation or order issued pursuant thereto;
    12. to any Claim seeking the return or reimbursement of fees, costs or expenses paid to the Assured;
    13. to any Claim directly or indirectly brought about by arising out of, or attributable to any actual or alleged violation of the Racketeer Influenced and Corrupt Organization Act, 18 USC Sections 1961 et seq., or any comparable state law, and any amendments thereto, or any rules or regulations promulgated thereunder;
    14. to any Claim or circumstance that might lead to a Claim arising out of any act, error or omission which took place, or is alleged to have taken place, prior to the retroactive date, if any, as set forth in Item 6 of the Declarations;
    15. to any Claim alleging, arising out of, based upon, attributable to, or in consequence of any actual or alleged liability of any Assured under any express contract or agreement.
      This exclusion shall not however apply to liability for damages that the Assured would have in the absence of the contract or agreement.
    16. to any Claim asserted on the basis that an allegedly erroneous opinion rendered by the Assured regarding the scope, validity or enforceability of an existing or pending patent, trademark or copyright resulted in damage, injury or loss to the owner of such patent, trademark or copyright. This exclusion shall not, however, apply to Claims based upon an opinion rendered by the Assured to aid a client of the Assured in determining whether to proceed with the prosecution/registration of any patent, trademark or copyright.
    17. to any loss, cost or expense, directly or indirectly arising out of, resulting as a consequence of, or related to the manufacture, mining, processing, distribution, testing, remediation, removal, storage, disposal, sale, use of, or exposure to asbestos or materials or products containing asbestos, whether or not there is another cause of loss which may have contributed concurrently or in any sequence to a loss;
      This exclusion shall not however apply to any Claim brought against the Assured arising out of the provision of Professional Services for others.
    18. to any loss, costs, or expenses, directly or indirectly arising out of, resulting from or in any manner related to "Fungi" whether or not there is another cause of loss which may have contributed concurrently or in any sequence to a loss.
      "Fungi" as utilised herein shall mean any fungus or mycota or any by-product or type of infestation produced by such fungus or mycota, but not limited to mold, mildew, mycotoxins, spores or any biogenic aerosols.

      This exclusion shall not however apply to any Claim brought against the Assured arising out of the provision of Professional Services for others.
    19. any Claim arising from the intentional release or disclosure of confidential information by the Assured which is alleged to be in violation of any statute, regulation, ethical rule, court or arbitral order, confidentiality agreement, or any other provision of this Policy.
    20. any Claim arising from the Assured's intentional transmittal of a virus or other electronic infection.
    21. the costs of repairing, replacing, or modifying the Assured's Data Security System or clearing the Assured's Data Security System of viruses and electronic infections, either preventatively or in response to a Data Security Breach, Client Network Infections, and/or Claim against the Assured.
    22. any Data Security Breach or Client Network Infection occasioned by acts of God, war, riot, civil commotion, insurrection or usurpation of governmental power.
    23. any Data Security Breach or Client Network Infection brought about by reason of any governmental authority seizing or gaining access to the Assured's computer or Data Security System.
    24. any proceedings initiated against the Assured before a governmental agency in connection with a Data Security Breach or Client Network Infection, including any audit or other investigation by such governmental agency.
    25. any Claim made by a client of the Assured arising out of the transmittal of a computer virus or other electronic infection from that same client's computer network to the Assured's Data Security System.
  5. DEFINITIONS
    • "Claim" means a demand received by any Assured for money or services including the service of suit or institution of arbitration proceedings against the Assured.
    • "Claims Expenses" means:
      1. fees charged by an attorney designated by Underwriters and consented to by the Named Assured, with such consent not to be unreasonably withheld; and
      2. all other fees, costs and expenses resulting from the investigation, adjustment, defense and appeal of a Claim, suit or proceeding arising in connection therewith, if incurred by the Underwriters, or by the Assured with the written consent of the Underwriters.
      3. Claims Expenses do not include any salary, overhead or other charges by the Assured for any time spent in co-operating in the defense and investigation of any Claim or circumstance which might lead to a Claim notified under this Insurance.
    • "Damages" means a monetary judgment, award or settlement, including pre-judgment interest, as well as post-judgment interest that accrues after entry of judgment but before Underwriters have paid, offered to pay or deposited in court that part of judgment within the applicable Limit of Liability.
    • However, Damages shall not include any amounts for which the Assured is not financially liable or for which there is no legal recourse against the Assured, the costs and expenses of complying with any injunctive or other form of equitable relief, the reimbursement of fees, punitive or exemplary damages, damages calculated as a multiple or compensatory damages, the payment of fines, penalties and sanctions, or any other matters that may be deemed uninsurable under the law.

    • "Data Security Breach" means the actual breach, violation, unauthorized interception, unauthorized use, or misuse by any person not employed by, an agent of, or otherwise affiliated with or authorized by the Assured, of any Data Security System maintained by the Assured for the purpose of maintaining Confidential Informationww concerning the Assured's clients in the Assured's provision of Professional Services.
    • "Data Security System" means the Assured's computer system and/or computerized network utilized by the Assured to store and/or retrieve Confidential Information concerning the Assured's clients in connection with the Assured's rendering of Professional Services.
    • "Client Network Infection" means the actual diagnosed transmittal from the Assured's Data Security System to the computer system of a client for whom the Assured is performing Professional Services of a computer virus or other electronic infection which causes damage to the client's computer or computer network or disrupts the client's business.
    • "Confidential Information" means personal and/or financial information of a sensitive nature including but not limited to account numbers, account balances, financial statements, tax returns, social security numbers, and medical and/or healthcare information protected by HIPAA.
    • "Extended Reporting Period", if applicable, means the 12 month period of time after the end of the Period of Insurance for reporting Claims arising out of acts, errors or omissions which take place prior to the end of the Period of Insurance and otherwise covered by this Insurance.
    • "Intellectual Property Consultant" means one who provides one or more of the following services to others for a fee:
      1. conducting intellectual property audits, including categorizing a client's existing intellectual property and identifying a potential client's potentially patentable subject matter;
      2. identifying a client's potentially patentable technologies;
      3. managing for clients the invention process leading up to formal invention disclosure;
      4. developing for clients licensing or other commercialization strategies.
      5. preparing foreign and domestic intellectual property strategic plans, including foreign patent oppositions.
      6. providing billing guidelines and procedures;
      7. analyzing invoices;
      8. providing cost related advice and reports;
      9. conducting competitor intelligence technical research and analysis;
      10. performing on-line and library technological research;
      11. preparing technology development analyses;
      12. constructing patent maps and timelines; and
      13. assisting with preparation of patent application, prosecution, and Patent Trial and Appeal Board documents.
    • "Intellectual Property Documents" includes but is not limited to nondisclosure/confidentiality, sponsored research, indemnification, hold harmless, and insurance clauses or agreements with respect to intellectual property, consulting agreements, intellectual property and dispute resolution clauses including consulting, work for hire, securitization, escrow, Uniform Commercial Code financing statements, and bankruptcy, trust, plant entry, site visit, partnership, membership, fiduciary, license, joint research and development, and joint development agreements.
    • "Non-Patent IP Work" means performing trade secret, trademark, trade dress, and copyright work, conducting Inter Partes and Ex Parte proceedings before the Trademark Trial and Appeal Board, drafting and negotiating consent, licensing, concurrent use, and settlement agreements, conducting and/or analyzing clearance searches, preparing, filing and prosecuting trademark applications and copyright registrations, rendering trademark and copyright related legal opinions, performing trademark maintenance filings, recording trademark and copyright title documents, or substantially similar services.
    • "Patent Lawyer" means one who is registered as a patent attorney before the United States Patent and Trademark Office.
    • "Patent Lawyer Trainer" means one who provides Patent Lawyer educational or training services or mentoring to others.
    • "Period of Insurance" means the period of time between the inception date shown in the Declarations and the effective date of termination, expiration or cancellation of this Insurance and specifically excludes any Extended Reporting Period hereunder.
    • "Personal Injury" means:
      1. false arrest, detention or imprisonment, wrongful entry or eviction or other invasion of the right of private occupance, or malicious prosecution; and/or
      2. libel or slander or other defamatory or disparaging material, or a publication or an utterance in violation of an individual's right of privacy.
    • "Professional Services" means the following services provided by an Assured on behalf of the Named Assured to others for a fee, unless acting as a volunteer or in an official pro bono capacity:
      1. expert witness, but only with respect to the Assured's intellectual property knowledge and experience;
      2. conducting patent searches;
      3. rendering opinions regarding patentability;
      4. preparing patent applications;
      5. filing patent applications;
      6. prosecuting patent applications before the United States Patent and Trademark Office;
      7. conducting Ex Parte proceedings before the Patent Trial and Appeal Board;
      8. performing Patent Cooperation Treaty filings;
      9. performing liaison services with other patent attorneys and/or agents registered to practice outside the United States of America, where the liaison services relate to obtaining or maintaining patent protection, and/or filing patent related documents, in the country or jurisdiction where the other patent attorney or agent is registered to practice;
      10. negotiating, drafting, conducting due diligence or recording patent assignments, patent licensing agreements or patent purchase agreements;
      11. performing patent maintenance filings;
      12. Intellectual Property Consultant;
      13. negotiating and drafting Intellectual Property Documents;
      14. performing Non-Patent IP Work;
      15. forming and maintaining private, closely held businesses for the Assured's intellectual property clients for the express purpose of maintaining a patent filed, negotiated, drafted, or worked on by the Assured;
      16. representation in Inter Partes dispute proceedings before the Patent Trial and Appeal Board;
      17. Patent Lawyer Trainer; and,
      18. other similar services rendered in the capacity of a Patent Lawyer.
      For purposes of this Insurance, the definition of "Professional Services" does not include the rendering of any services in any other trade, business or profession, including without limitation, the rendition of professional legal services to others in an attorney-client relationship, with the exception of those services specifically defined as Professional Services herein.
    • "Totally and Permanently Disabled" means that an Assured is so disabled as to be wholly prevented from rendering Professional Services provided that such disability:
      1. has existed continuously for not less than six (6) months; and
      2. is reasonably expected to be continuous and permanent.
    • "Underwriters" means those certain underwriters at Lloyd's of London subscribing to this Policy as set forth on the List of Lloyd's Syndicates issued herewith.
  6. LIMIT OF LIABILITY
    1. The Limit of Liability stated in the Declarations as "per Claim" is the limit of the Underwriters' liability for all Damages and Claims Expenses arising out of the same, related or continuing Professional Services without regard to the number of Assureds, Claims or claimants.
    2. The Limit of Liability stated in the Declarations as "Aggregate" is the total limit of the Underwriters' liability for all Damages and Claims Expenses arising out of Claims or circumstances which might lead to a Claim first made and reported to the Underwriters during the Period of Insurance or during the Extended Reporting Period and Claims arising out of the same, related or continuing Professional Services as such Claims or circumstances which might lead to a Claim.
    3. The Data Security Breach And Client Network Infection Limit of Liability stated in the Declarations as "per Claim" is the limit of the Underwriters' liability for all Damages and Claims Expenses arising out of the same, related or continuing Professional Services without regard to the number of Assureds, Claims or claimants.
    4. The Data Security Breach And Client Network Infection Limit of Liability stated in the Declarations as "Aggregate" is the total limit of the Underwriters' liability for all Damages and Claims Expenses arising out of Claims or circumstances which might lead to a Claim first made and reported to the Underwriters during the Period of Insurance or during the Extended Reporting Period and Claims arising out of the same, related or continuing Professional Services as such Claims or circumstances which might lead to a Claim.
    5. The Aggregate Limit of Liability for all coverages indicated in the Declarations is the most Underwriters' will pay in the aggregate for all amounts payable by Underwriters' for all coverages afforded under this Policy.
    6. The Limit of Liability for the Extended Reporting Period shall be part of, and not in addition to, the Limits of Liability of the Underwriters for the Period of Insurance.
    7. In the event that Underwriters agree to pay Claims Expenses solely pursuant to the defense provision contained in section IV.A of this Policy, the applicable per Claim limit of Underwriters' liability for all Claims Expenses arising out of the same, related or continuing Professional Services without regard to the number of Assureds, Claims or claimants shall be twenty-five percent (25%) of the Limit of Liability denoted in the Declarations as "per Claim".
  7. DEDUCTIBLE
    The Deductible amount stated in the Declarations, shall be satisfied by payments by the Assured of Damages and Claims Expenses resulting from each Claim first made and reported to the Underwriters during the Period of Insurance and the Extended Reporting Period as a condition precedent to the payment by the Underwriters of any amounts hereunder and the Underwriters shall be liable only for amounts in excess of such Deductible subject to Underwriters' total liability not exceeding the limit set forth in Item 3 of the Declarations. The Assured shall make direct payments within the Deductible to appropriate other parties designated by the Underwriters.

    If a Claim is based on or arises out of the rendering of Professional Services performed in an official pro bono capacity, no Deductible will apply but only where at the time of retention, there was approval by the Assured that the matter would be handled without compensation.

    In the event that the Assured participates in an arbitration or mediation which results in the full and final resolution a Claim reported to Underwriters during the Period of Insurance, Underwriters agree to waive 50% of the Assured's Deductible obligation.
  8. INNOCENT ASSURED
    1. Whenever coverage under this Insurance would be excluded, suspended or lost:
      1. because of any exclusion relating to criminal, dishonest, fraudulent or malicious acts, errors or omissions by any Assured, and with respect to which any other Assured did not personally participate or personally acquiesce or remain passive after having personal knowledge thereof, or
      2. because of non-compliance with Clause XI Notice of Claim or Circumstance that may lead to a Claim, with respect to which any other Assured shall be in default solely because of the failure to give such notice or concealment of such failure by one or more Assureds responsible for the loss or damage otherwise insured hereunder,
      the Underwriters agree that such insurance as would otherwise be afforded under this Policy shall cover and be paid with respect to those Assureds who did not personally commit or personally participate in committing or personally acquiesce in or remain passive after having personal knowledge of (a) one or more of the acts, errors or omissions described in any such exclusion; or (b) such failure to give notice, provided that if the condition be one with which such Assured can comply, after receiving knowledge thereof, the Assured entitled to the benefit of Clause VIII shall comply with such condition promptly after obtaining knowledge of the failure of any other Assured hereunder to comply therewith.
    2. With respect to this provision, the Underwriters' obligation to pay in such event shall be in excess of the Deductible and in excess of the full extent of any assets of any Assured to whom the exclusion applies. In no event shall the Underwriters' obligation to pay exceed the Limit of Liability stated in Item 3 of the Declarations. Additionally, in no event shall the Underwriters' obligation to pay exceed the Limit of Liability stated in Clause VI.D of the Policy.
  9. EXTENDED REPORTING PERIOD
    1. Extended Reporting Period Options
      1. Automatic Extended Reporting Period
        If Underwriters or the Assured shall cancel or elect not to renew this policy, the Named Assured designated in Item 1 of the Declarations shall have the right following the effective date of such cancellation or non-renewal to a period of sixty (60) days (herein referred to as the "Automatic Extended Reporting Period") in which to give written notice to Underwriters of Claims first made against the Assured during the Automatic Extended Reporting Period for any wrongful act occurring prior to the end of the policy period and otherwise covered by this Policy. The Automatic Extended Reporting Period shall not apply to Claims that are covered under any subsequent insurance you purchase or which is purchased for the Assured's benefit, or that would be covered by such subsequent insurance but for: (1) the exhaustion of the amount of insurance applicable to such Claims; or (2) any applicable retention or deductible.
      2. Optional Extended Reporting Period
        In the event of cancellation or non-renewal of this Insurance by Underwriters or the Assured, the Named Assured designated in Item 1 of the Declarations shall have the right, upon payment in full and not proportionally or otherwise the additional premium described below, to have issued an endorsement providing a Extended Reporting Period for Claims first made against any Assured and reported to the Underwriters during the Extended Reporting Period, subject to the conditions set forth in the definition of Extended Reporting Period herein.

        The calculation of the additional premium for the Extended Reporting Period endorsement shall be as follows:
        • For a 12-month period -- an additional premium of one hundred percent (100%) of the expiring annual policy premium.
        • For a 24-month period -- an additional premium of one hundred and seventy-five percent (175%) of the expiring annual policy premium.
        • For a 36-month period -- an additional premium of two hundred and twenty-five percent (225%) of the expiring annual policy premium.
      3. Optional Retirement Extended Reporting Period
        In the event of non-renewal of this Insurance because of retirement (where the Named Assured permanently ceases to render Professional Services) by the Named Assured designated in Item 1 of the Declarations, provided that the Named Assured is a sole practitioner, the Named Assured shall have the right to have issued an endorsement providing a 36-month Extended Reporting Period for Claims first made against any Assured and reported to the Underwriters during the Extended Reporting Period, subject to the conditions set forth in the definition of Extended Reporting Period herein.

        The additional premium for the Extended Reporting Period endorsement shall be one hundred percent (100%) waived if:
        • The Assured has been insured under an approved program for three of the past five years; and
        • Has not made a Claim under this or any previously issued policies by Underwriters.
      4. Death or Disability Extended Reporting Period
        In the event an Assured dies or becomes Totally and Permanently Disabled during the Period of Insurance or Extended Reporting Period, such Assured shall be provided, for no additional premium, with an 36-month Extended Reporting Period as provided below:
        • In the event if death, such Assured's estate, heirs, executors or administrators must, within sixty (days) of the expiration of the Period of Insurance or Extended Reporting Period, provide Underwriters with written proof of the date of death. This Extended Reporting Period is provided to the estate, heirs, executors and administrators of such Assured.
        • If an Assured becomes Totally or Permanently Disabled, such Assured or Assured's legal guardian must, within sixty (60) days of the expiration of the Period of Insurance or Extended Reporting Period, provide Underwriters with written proof that such Assured is Totally and Permanently Disabled, including the date the disability commenced, certified by the Assured's physician. Underwriters retain the right to contest the certification made by the Assured's physician, and it is a condition precedent to this coverage that the Assured agree to submit to medical examination by any physician designated by Underwriters at Underwriters' expense.
      5. Extended Reporting Period Renewal
        Prior to, but not more than thirty (30) days prior to, the expiration date of the Extended Reporting Period the Assured may have issued an additional 36-month Extended Reporting Period.
        • if no Claim or any act, error or omission that could reasonably be the basis for a Claim has been reported to Underwriters for an additional premium of three hundred dollars ($300).
        • if any Claim, act, error or omission that could reasonably be the basis for a Claim has been reported to Underwriters, Underwriters will determine the additional premium.
        Underwriters' liability shall be reinstated to the Limit of Liability as set forth in Sections VI.A and VI.B.
    2. In order for the Named Assured to invoke the Extended Reporting Period option, the payment of the premium for the Extended Reporting Period must be paid to Underwriters within 30 days of the non-renewal or cancellation.
    3. The Limit of Liability for the Extended Reporting Period shall be part of, and not in addition to, the Limits of Liability of the Underwriters for the Period of Insurance.
    4. The quotation by Underwriters of a different premium or deductible or limits of liability or changes in policy language for the purpose of renewal shall not constitute a refusal to renew by the Underwriters.
    5. The right to the Extended Reporting Period shall not be available to the Named Assured where cancellation or non-renewal by the Underwriters is due to non-payment of premium or failure of an Assured to pay such amounts in excess of the applicable Limit of Liability or within the amount of the applicable Deductible.
    6. All notices and premium payments with respect to the Extended Reporting Period option shall be directed to Underwriters through the entity named in Item 9 of the Declarations.
    7. At the commencement of the Extended Reporting Period the entire premium shall be deemed earned, and in the event the Named Assured terminates the Extended Reporting Period for any reason prior to its natural expiration, Underwriters will not be liable to return any premium paid for the Extended Reporting Period.
  10. OTHER INSURANCE
    This insurance shall apply in excess of any other valid and collectible insurance available to any Assured, unless such other insurance is written only as specific excess insurance over the Limit of Liability of this Policy.
  11. NOTICE OF CLAIM, OR CIRCUMSTANCE THAT MAY LEAD TO A CLAIM
    1. If any Claim is made against the Assured, the Assured shall immediately forward to Underwriters through persons named in Item 7 of the Declarations every demand, notice, summons or other process received by him or his representative.
    2. In the event the Assured becomes aware of a Data Security Breach or Client Network Infection, the Assured shall promptly notify Underwriters of such occurrence regardless of whether a Claim has been made against the Assured.
    3. If during the Period of Insurance the Assured first becomes aware of any act, error or omission that could reasonably be the basis for a Claim it must give written notice to Underwriters through persons named in Item 7 of the Declarations during the Period of Insurance of:
      1. the specific act, error or omission; and
      2. the injury or damage which may result or has resulted from the act, error or omission; and
      3. the circumstance by which the Assured first became aware of the act, error or omission.
      Any subsequent Claim made against the Assured which is the subject of the written notice shall be deemed to have been made at the time written notice was first given to Underwriters.
    4. With respect to any actual or potential Claim, the Assured consents to Underwriters engaging, at their own expense, a computer forensics specialist or security specialist to investigate an alleged Data Security Breach or Client Network Infection, and the Assured agrees to cooperate fully with such specialist.
    5. A Claim shall be considered to be reported to the Underwriters when notice is first given to Underwriters through persons named in Item 7 of the Declarations of the Claim or of an act, error or omission which could reasonably be expected to give rise to a Claim.
    6. All Claims arising out of the same, continuing or related Professional Services shall be considered a single Claim and deemed to have been made at the time the first of the related Claims is reported to Underwriters and shall be subject to one Limit of Liability.
    7. In the event of non-renewal of this Insurance by the Underwriters, the Assured shall have sixty (60) days from the expiration date of the Period of Insurance to notify Underwriters of Claims made against the Assured during the Period of Insurance which arises out of any act, error or omission which took place prior to the termination date of the Period of Insurance and otherwise covered by this Insurance.
    8. If any Assured shall make any Claim under this Policy knowing such Claim to be false or fraudulent, as regards amount or otherwise, this Policy shall become null and void and all coverage hereunder shall be forfeited.
  12. ASSISTANCE AND COOPERATION OF THE ASSURED
    The Assured shall co-operate with the Underwriters in all investigations, including investigations regarding the application and coverage under this Insurance and, upon the Underwriters' request, assist in making settlements, in the conduct of suits and in enforcing any right of contribution or indemnity against any person or organization other than an employee of any Assured who may be liable to the Assured because of acts, errors or omissions with respect to which insurance is afforded under this Policy; and the Assured shall attend hearings and trials and assist in securing and giving evidence and obtaining the attendance of witnesses. The Assured shall not, except at his own cost, admit liability, make any payment, assume any obligation, incur any expense, enter into any settlement, stipulate to any judgment or award or otherwise dispose of any Claim without the consent of the Underwriters.
  13. ACTION AGAINST UNDERWRITERS
    No action shall lie against the Underwriters unless, as a condition precedent thereto, there shall have been full compliance with all terms of this Insurance, nor until the amount of the Assured's obligation to pay shall have been finally determined either by judgment or award against the Assured after actual trial or arbitration or by written agreement of the Assured, the claimant and the Underwriters.

    Any person or organization or the legal representative thereof who has secured such judgment, award or written agreement shall thereafter be entitled to make a Claim under this Policy to the extent of the insurance afforded by this Policy. No person or organization shall have any right under this Insurance to join the Underwriters as a party to an action or other proceeding against the Assured to determine the Assured's liability, nor shall the Underwriters be impleaded by the Assured or his legal representative. Bankruptcy or insolvency of the Assured or of the Assured's estate shall not relieve the Underwriters of any of their obligations hereunder.
  14. SUBROGATION
    In the event of any payment under this Insurance, the Underwriters shall be subrogated to all the Assured's rights of recovery therefor against any person or entity and the Assured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Assured shall do nothing after the payment of Damages by Underwriters to prejudice such rights.
  15. CHANGES IN MEMBERSHIP OF FIRM
    Any additions to the list of Patent Lawyers in the application which take place during the Period of Insurance must be immediately reported to Underwriters in the event that:
    • the total number of new Patent Lawyers brought into or added to the firm during the Period of Insurance increases the number of Patent Lawyers as stated in the application for coverage by 20% of the total number of Patent Lawyers listed in the application; or
    • any Patent Lawyers brought into or added to the firm during the Period of Insurance had been or was in the process of being reprimanded or censured by any court or association body or disqualified or prohibited from practicing in a specified area of Professional Services; or
    • prior to joining the firm, any Claim had been made against the Patent Lawyers or the Patent Lawyer had become aware of circumstances that might lead to a Claim.
    Underwriters expressly reserve the right to demand a premium adjustment in the event that any additions to the list of Patent Lawyers in the application for this Insurance meet the criteria set forth in the paragraphs immediately above.
  16. MERGERS AND ACQUISITIONS
    The Named Assured shall be required to give written notice to the Underwriters prior to the completion of a merger or acquisition by or of the Named Assured and Underwriters expressly reserve the right to demand a premium adjustment if this Insurance is to remain in force subsequent to any merger or acquisition.
  17. ASSIGNMENT
    The interest hereunder of any Assured is not assignable. If the Assured shall die or be adjudged incompetent, this Insurance shall cover the Assured's legal representative as the Assured with respect to liability previously incurred and covered by this Insurance.
  18. CANCELLATION
    1. This Policy may be canceled by the Named Assured by surrender thereof to Underwriters or by mailing to Underwriters written notice stating when thereafter the cancellation shall be effective. This Insurance may be canceled by the Underwriters by mailing to the Named Assured at the address shown in the Declarations written notice stating when, not less than 90 days thereafter, such cancellation shall be effective. However, if the Underwriters cancel this Insurance because the Assured has failed to pay a premium when due this Insurance may be canceled by the Underwriters by mailing a written notice of cancellation to the Named Assured at the address shown in the Declarations stating when, not less than 10 days 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 become the end of the Period of Insurance. Delivery (where permitted by law) of such written notice either by the Named Assured or by the Underwriters shall be equivalent to mailing.
    2. If the Named Assured cancels this Insurance, earned premium shall be computed in accordance with the short rate table and procedure contained in section XXIII of this Policy. If the Underwriters cancel this Insurance, earned premium shall be computed pro rata. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation.
  19. ENTIRE CONTRACT
    By acceptance of this Policy the Assured agrees that the statements in the Declarations and application are his agreements and representations, that this Insurance is issued in reliance upon the truth of such representations and that this Policy embodies all agreements existing between the Assured and the Underwriters relating to this Insurance.
  20. NUCLEAR INCIDENT EXCLUSION CLAUSE - LIABILITY - DIRECT
    This Policy does not apply:
    1. Under any liability coverage, to injury, sickness, disease, death or destruction:
      1. with respect to which an Assured under the Policy is also an Assured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an assured under any such policy but for its termination upon exhaustion of its limit of liability; or
      2. resulting from the hazardous properties of nuclear material and with respect to which (1) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (2) the Assured is, or had this Policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization.
    2. Under any medical payments coverage, or under any supplementary payments provision relating to immediate medical or surgical relief, to expenses incurred with respect to bodily injury, sickness, disease or death resulting from the hazardous properties of nuclear material and arising out of the operation of a nuclear facility by any person or organization.
    3. Under any liability coverage, to injury, sickness, disease, death or destruction resulting from the hazardous properties of nuclear material, if:
      1. the nuclear material (1) is at any nuclear facility owned by, or operated by or on behalf of, an Assured or (2) has been discharged or dispersed therefrom;
      2. the nuclear material is contained in spent fuel or waste at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an Assured; or
      3. the injury, sickness, disease, death or destruction arises out of the furnishing by an Assured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion 3 applies only to injury to or destruction of property at such nuclear facility.
    4. As used in this Clause:

      "hazardous properties" include radioactive, toxic or explosive properties; "nuclear material" means source material, special nuclear material or by-product material; "source material", "special nuclear material", and "by-product material" have the meanings given them in the Atomic Energy Act 1954 or in any law amendatory thereof; "spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor; "waste" means any waste material (1) containing by-product material and (2) resulting from the operation by any person or organization of any nuclear facility included within the definition of nuclear facility under paragraph 1 or 2 thereof; "nuclear facility" means:
      1. any nuclear reactor,
      2. any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing spent fuel, or (3) handling, processing or packaging waste,
      3. any equipment or device used for the processing, fabricating or alloying of special nuclear material if at any time the total amount of such material in the custody of the Assured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235,
      4. any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste, and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations;
      "nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material. With respect to injury to or destruction of property, the word "injury" or "destruction" includes all forms of radioactive contamination of property.
    It is understood and agreed that, except as specifically provided in the foregoing to the contrary, this clause is subject to the terms, exclusions, conditions and limitations of the Policy of which it is a part.

    In relation to liability arising outside the USA, its Territories or Possessions, Puerto Rico or the Canal Zone, the Policy does not cover any liability of whatsoever nature directly or indirectly caused by or contributed to by or arising from ionising radiations or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel.
  21. SERVICE OF SUIT
    1. It is agreed that in the event of the failure of the Underwriters to pay any amount claimed to be due under this Insurance, the Underwriters, at the request of the Named Assured, will submit to the jurisdiction of a court of competent jurisdiction within the United States. This clause does not constitute and should not be understood to constitute an agreement by Underwriters that an action is properly maintained in a specific forum, nor may it be construed as a waiver of the Underwriters' rights to commence an action in a court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any State of the United States, all of which rights the Underwriters expressly reserve. It is further agreed that service of process in such suit may be made upon the persons named in Item 8 of the Declarations and that in any suit instituted against any one of them upon this policy the Underwriters will abide by the final decision of such court or of any Appellate Court in the event of an appeal.
    2. The persons named in Item 8 of the Declarations are authorized and directed to accept service of process on behalf of the Underwriters in any such suit and/or upon the request of the Named Assured to give written undertaking to the Named Assured that they will enter a general appearance upon Underwriters' behalf in the event such a suit shall be instituted. Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefor, Underwriters hereon hereby designate the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute or his successor or successors in office, as their true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Named Assured or any beneficiary hereunder arising out of this Policy of Insurance, and hereby designate the persons named in Item 8 of the Declarations as the persons to whom the said officer is authorized to mail such process or a true copy thereof.
  22. LIBERALIZATION
    If Underwriters adopt any revision that would broaden coverage under this policy form without additional premium at any time during the Period of Insurance, the broadened coverage will immediately apply to this Policy except that it will not apply to Claims that were first made against the Assured prior to the effective date of such revision.
  23. SHORT RATE CANCELLATION TABLE
    Notwithstanding anything to the contrary contained herein and in consideration of the premium for which this Insurance is written it is agreed that in the event of cancellation thereof by the Assured the earned premium shall be computed as follows:
    1. For insurance written for one year:
      Days In Force % Days In Force % Days In Force % Days In Force %
      1
      566-69
      29154-156
      53256-260
      77
      2
      670-73
      30 157-160
      54261-264
      78
      3-4
      774-76
      31161-164
      55265-269
      79
      5-6
      877-80
      32165-167
      56270-273(9 months)80
      7-8
      981-83
      33 168-171
      57274-278
      81
      9-10
      1084-87
      34172-175
      58279-282
      82
      11-12
      1188-91(3 months)35176-178
      59283-287
      83
      13-14
      1292-94
      36179-182(6 months)60288-291
      84
      15-16
      1395-98
      37183-187
      61292-296
      85
      17-18
      1499-102
      38188-191
      62297-301
      86
      19-20
      15103-105
      39192-196
      63302-305(10 months)87
      21-22
      16106-109
      40197-200
      64306-310
      88
      23-25
      17110-113
      41201-205
      65311-314
      89
      26-29
      18114-116
      42206-209
      66315-319
      90
      30-32(1 month)19117-120
      43210-214(7 months)67320-323
      91
      33-36
      20121-124(4 months)44215-218
      68324-328
      92
      37-40
      21125-127
      45219-223
      69329-332
      93
      41-43
      22128-131
      46224-228
      70333-337(11 months)94
      44-47
      23132-135
      47229-232
      71338-342
      95
      48-51
      24136-138
      48233-237
      72343-346
      96
      52-54
      25139-142
      49238-241
      73347-351
      97
      55-58
      26143-146
      50242-246(8 months)74352-355
      98
      59-62(2 months)27147-149
      51247-250
      75356-360
      99
      63-65
      28150-153(5 months)52251-255
      76361-365(12 months)100
      % = Percentage of annual premium deemed earned
    2. For insurances written for more or less than one year:
      1. If insurance has been in force for 12 months or less, apply the standard short rate table for annual insurances to the full annual premium determined as for an insurance written for a term of one year.
      2. If insurance has been in force for more than 12 months:
        1. Determine full annual premium as for an insurance written for a term of one year.
        2. Deduct such premium from the full insurance premium, and on the remainder calculate the pro rata earned premium on the basis of the ratio of the length of time beyond one year the insurance has been in force to the length of time beyond one year for which the insurance was originally written.
        3. Add premium produced in accordance with items a and b to obtain earned premium during full period insurance has been in force.

PLL Policy Form (11/17)