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1,% of its total annual premium placements as contingent compensation.
<br />Historically, such compensation has been computed based upon a variety of factors and variables, including but not '
<br />limited to the loss history of Mayfield Village's coverages, the volume of total coverages placed by CHAPMAN AND
<br />CHAPMAN with the insurer, the period of time over which the coverages were placed with the insurer, and other
<br />considerations. In any event, the Mayfield Village is invited to obtain as much detail as it wishes from CHAPMAN
<br />AND CHAPMAN on the computation of the particular contingent compensation applicable to its placement.
<br />12. CHAIVGES TO BE IN WRITING
<br />This Letter Agreement may be amended only by a written agreement executed by both CHAPMAN AND CHAPMAN
<br />and Mayfield Village.
<br />13. WAIVERS
<br />The failure of CHAPMAN AND CHAPMAN or Mayfield Village to insist on strict compliance with this Letter
<br />Agreement, or to exercise any right(s) hereunder shall not be construed as a waiver of any of the rights or privileges
<br />contained herein.
<br />14. ENTIRE LETTER AGREEMENT
<br />This Letter Agreement contains the entire understanding of the parties with respect to its subject matter. This Letter
<br />Agreement supersedes all prior agreements - and specifically deems null and void the Letter Agreement dated
<br />ebruary 29, 2012, arrangements and understandings between the parties, whether oral or written, with respect to
<br />ILs subject matter.
<br />15. RECORD RETENTION
<br />CHAPMAN AND CHAPMAN will retain its records of all matters relating to this Letter Agreement in accordance with
<br />CHAPMAN AND CHAPMAN's record retention policy, (a copy of which will be made available to Mayfield Village
<br />upon request), and all applicable laws and regulations.
<br />16. OWNERSHIP OF WORK. PRODUCT. TRADE SECRETS AND TRADEMARKS
<br />CHAPMAN AND CHAPMAN and Mayfield Village shall each retain individual ownership of all materials, ideas,
<br />concepts, inventions, cliscoveries, plans, product names, proprietary information, patents, copyrights, documents,
<br />data, programs, training materials, slogans, artwork, research data and results and marketing designs that each
<br />provides to this consulting effort (the "Existing Materials"). All Existing Materials shall be subject to the terms and
<br />conditions of the confidentiality provisions contained herein. Any and all ideas, concepts, inventions, discoveries,
<br />plans, product names, proprietary information, patents, copyrights, documents, data, programs, training materials,
<br />slogans, artwork, research data and results and marketing designs (the "Work Product") conceived or developed by
<br />or between CHAPMAN AND CHAPMAN or Mayfield Village hereunder, to the extent that such Work Product is
<br />distinct from the individually owned Existing Materials, shall become the sole and exclusive property of Mayfield
<br />Village. Mayfield Village agrees to hereby grant CHAPMAN AND CHAPMAN an unlimited non-exclusive license to use
<br />the Work Product, which license shall include use among CHAPMAN AND CHAPMAN's affiliates.
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