MBSA Schedule N – Insurance

INSURANCE

The minimum insurance coverage the Company shall procure, pay for and maintain during the entire Term of the Agreement is set forth below and subject to the following terms and conditions: 

General.            

All insurance coverage is subject to the approval of Bank and shall be issued by a fiscally sound insurance carrier that maintains an A.M. Best Rating of A- VII or better. The General Liability policy shall name Bank as additional insured on the General Liability policy:

Workers’ Compensation: Workers’ Compensation insurance providing coverage pursuant to statutory requirements.

Commercial General: Commercial General Liability insurance with Completed Product and Operations covering bodily injury, property damage, and including contractual liability coverage with a combined limit of $1,000,000 per occurrence and $2,000,000 general aggregate. The Commercial General Liability insurance policy shall name Bank as additional insured but solely as it relates to insurable losses and expenses that result from Program Manager’s activities in the servicing of the Program(s). Such policy shall contain a waiver of subrogation in favor of Bank.

Commercial Umbrella: Commercial Umbrella Liability insurance with per occurrence and aggregate limits of $3,000,000 with the liability insurance required under clauses (i) and (ii) above scheduled as underlying. This insurance policy shall name Bank as additional insured but solely as it relates to insurable losses and expenses that result from Program Manager’s activities in the servicing of the Program(s). Such policy shall contain a waiver of subrogation in favor of Bank.

Commercial Crime: Commercial Crime insurance covering Employee Theft and Computer Fraud with limits of $2,000,000 per loss for loss or damage arising out of fraudulent or dishonest acts committed by the employees of Program Manager, acting alone or in collusion with others, including the property and funds of others in their possession, care, custody or control. This insurance policy shall name Bank as additional insured but solely as it relates to insurable losses and expenses that result from Program Manager’s activities in the servicing of the Program(s). Such policy shall contain a waiver of subrogation in favor of Bank.

Technology Errors and Omissions: Technology Errors and Omissions Liability and cybersecurity insurance in the amount of $2,000,000 per claim and aggregate. This insurance policy shall name Bank as additional insured but solely as it relates to insurable losses and expenses that result from Program Manager’s activities in the servicing of the Program(s). Such policy shall contain a waiver of subrogation in favor of Bank.

Critical Subcontractor Insurance Coverage. In the event Critical Subcontractor stores, transmits or processes End User Information, Program Manager shall maintain (and regardless shall require each Critical Subcontract to maintain) throughout the term of this Agreement, an appropriate data security insurance policy in the name of Program Manager (or any Critical Subcontractor) and naming Bank as a loss payee, in the case of Program Manager or any processor, the limit of which shall be no less than five million dollars ($5,000,000) per occurrence or ten million ($10,000,000) aggregate and, in the case of a Critical Subcontractor other than a processor, no less than two million ($2,000,000) per occurrence and five million dollars ($5,000,000) aggregate, providing coverage in the event of loss of confidential data by Program Manager (or any Critical Subcontractor), including:

Theft, dissemination and/or unauthorized disclosure or use of Confidential Information and/or End User Information (including, but not limited to, account information, social security numbers, and confidential corporation information). Such insurance shall also include coverage for credit monitoring, notification expenses and other related costs associated with mitigating a data security or privacy breach; and

introduction of a computer virus into, or otherwise causing damage to, a computer, computer system, network or similar computer-related property and the data, software and programs used thereon.

This insurance policy shall name Bank as additional insured but solely as it relates to insurable losses and expenses that result from Program Manager’s activities in the servicing of the Program(s). Such policy shall contain a waiver of subrogation in favor of Bank.

Certificates/Proof of Insurance. Program Manager must furnish Bank with certificates of insurance as evidence of the above insurance requirements prior to commencement of operations under this Agreement. Such certificates shall verify that Bank is named as additional insured and the waiver of subrogation in favor of Bank under the policies designated above, and that in the event of a cancellation or material change in coverage, Bank would be given thirty (30) days prior written notice. In the event Program Manager receives notice of cancellation for any of the required policies, Program Manager shall use commercially reasonable efforts to provide at least thirty (30) days prior notice of such event to Bank, unless the required coverage is immediately replaced by similar coverage in scope and limits. Failure of Program Manager to provide or of Bank to request a certificate of insurance shall not waive Program Manager’s obligation under this Agreement to maintain the insurance required herein. In the event Program Manager fails to maintain the insurance set forth herein Bank shall have the right to terminate this Agreement immediately upon written notice. The policies set forth under this Schedule N (Insurance) must not include exclusions that would adversely affect coverage regarding any of the obligations of Program Manager hereunder.