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2. BASIS OF COMPENSATION In consideration of the services provided by CHAPMAN AND CHAPMAN, Mayfield Village will pay CHAPMAN AND CHAPMAN a fee of $1,200 per month, to be delivered on a separate invoice from Chapman and Chapman and occurring on a monthly basis. The amount of additional annual compensation (from ancillary benefits and other sources) expected to be received by CHAPMAN AND CHAPMAN from all insurer(s) is $0.00. In the event of inergers, acquisitions, or other substantial changes in Mayfield Village's business which result in a material increase in the services required of CHAPMAN AND CHAPMAN under this Letter Agreement, the fee set forth above shall be subject to good faith re-negotiation. However, no renegotiation shall be valid until Mayfield Village signs a written memorandum specifying the additional compensation. In the event that Mayfield Village requests CHAPMAN AND CHAPMAN to place new lines of insurance, CHAPMAN AND CHAPMAN will be entitled to accept commissions on such placements, unless CHAPMAN AND CHAPMAN and Mayfield Village modify the compensation payable to CHAPMAN AND CHAPMAN under this Letter Agreement to take into account the additional services which will be provided to Mayfield Village. 3. TERM OF CONTRACT The term of this Letter Agreement shall be thirty-six months from the effective date of this Letter agreement which is noted at the end hereof. This Letter Agreement shall renew automatically, unless terminated in accordance with ection 4. Termination of Letter Agreement, below. 4. TERMINATION OF THIS LETTER AGREEMENT This Letter Agreement is subject to renewal following the period above, and will automatically renew absent notice to the other party at least ten (10) calendar days prior to such renewal. Notwithstanding, either party to this Letter Agreement may terminate this agreement upon a thirty (30) day written notice to the other. CHAPMAN AND CHAPMAN shall be entitled to receive the fair market value of services rendered hereunder prior to the date of such notice of termination. All work product provided by CHAPMAN AND CHAPMAN to Mayfield Village pursuant to this Letter Agreement shall be the property of Mayfield Village. CHAPMAN AND CHAPMAN will cooperate with Mayfield Village's designated producer in order to facilitate an orderly transition of Mayfield Village's insurance matters. 5. REPORTING CHANGES IN EXPOSURE Mayfield Village shall promptly notify CHAPMAN AND CHAPMAN with respect to all material changes in exposures and all changes in loss-related information. CHAPMAN AND CHAPMAN shall promptly notify the affected insurance companies of such changes. 6. INSURER SOLVENCY CHAPMAN AND CHAPMAN shall seek to obtain coverage(s) for Mayfield Village from qualified, solvent insurers. To do so, CHAPMAN AND CHAPMAN will review information about the financial condition of insurers that is publicly vailable. However, CHAPMAN AND CHAPMAN does not guararitee the solvency of any insurer with which it places