Policy Wording

Civil Liability Insurance Policy

 AIG Australia Limited
Civil Liability Insurance Policy
Policy Schedule

Policy Number: >

Policy Schedule

Civil Liability Insurance Policy

ITEMS

Policyholder >

Address Line 1 >

Policyholder’s Main Address Address Line 2 >

State > PostCode >

From: > To: >

Policy Period
4:00 P.M. at the Policyholder’s Main Address

Limit of Liability (Any one Claim) $

Limit of Liability (Aggregate) $

Retention (Each and Every Claim) $

Retroactive Date >

Continuity Date >

Premium $
GST $
Stamp Duty $
Total $

Insurer & Address AIG Australia Limited

ABN 93 004 727 753 AFSL 381686

Claims Notice Financial Lines Claims Manager

AIG
Level 19,
2 Park Street, Sydney, NSW, 2000, Australia
T: 1300 030 886, F: 1300 634 940

Signed For And On Behalf Of The Insurer

Signature:

Date of Policy Issuance:

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 AIG Australia Limited
Civil Liability Insurance Policy
Policy Wording

Policy Wording

Civil Liability Insurance Policy

Table of Contents

Covers 6 Bodily Injury/Property Damage 12

Civil Liability 6 Claims Settlement Authority 12
Misleading or Deceptive Conduct 6 Contractual Liability/Performance Guarantees 12
Intellectual Property 6 Costs Assessment 13
Defamation 6 Financial Advice 13
Lost Documents 6 Infrastructure 13
Fraud/Dishonesty 6 Insolvency 13
Defence 6 Intentional Acts 13
Standard Extensions 6 Misdeeds 13
BusinessGuard Advisory Panel 6 Patent/Trade Secret 13
Court Attendance 6 Pollution 13
Extended Reporting Period 7 Prior Claims/ Circumstances 13
Findings and Awards by Dispute Resolution Bodies 7 Proposal form signing 13
Joint Ventures 7 Trade Debts 13
Non Avoidance Clause 7 USA/Canada 13
Previous Business Name 7 US Sanctions 13
Property Cover for Lost Documents 8 War/Terrorism 14
Quasi Judicial Costs 8 Confidential Information 14
Vicarious Liability 8 Consequential Loss 14
Optional Extensions 8 Director/Principal/Partner Dishonesty 14
Authorised Representatives 8 Dual Controls 14
Employment Practice Liability 9 Extortion or Kidnap & Ransom 14
Fidelity 9 Geographical Limits 14
Definitions 9 Loss Establishment Costs 14
“Bodily Injury” 9 Loss Sustained After Knowledge 14
“Claim” 9 Profit & Loss or Inventory Computation 14
“Continuity Date” 9 Claims 15
“Damages” 9 Notification of Claims 15
“Defence Costs” 9 Related Claims 15
“Direct Financial Loss” 10 Related Dishonest Acts 15
“Discovered” or “Discovers” or “Discovery” 10 Continuity 15
“Dishonest Acts” 10 Defence/Settlement 15
“Documents” 10 Insurer’s Consent 16
“Employee” 10 Loss Mitigation 16
“Fraud/Dishonesty” 10 Insured’s Consent 16
“Infringement” 10 Cooperation 16
“Insured” 10 Fraudulent Claims 16
“Insurer” 11 Fraud/Dishonesty of Principals, Partners and Directors 16
“Limit of Liability” 11 Allocation 16
“Loss” 11 Allocation Disputes 17
“Misleading or Deceptive Conduct” 11 Policy Purchase 17
“Money” 11 Administration 17
“Policy Period” 11 Limit and Retention 18
“Policyholder” 11 Limit of Liability 18
“Pollutants” 11 Retention 18
“Premium” 11 General Provisions 18
“Professional Services” 11 Assignment 18
“Property Damage” 11 Cancellation 18
“Retention” 11 By Policyholder: 18
“Retroactive Date” 11 By Insurer: 18
“Sanctioned “Country” 11 Insolvency 18
“Securities” 11 Plurals, Headings and Titles 18
“Subsidiary” 12 Scope and Governing Law 18
“Third Party” 12 Subrogation 19
“Trade Secret” 12 Validity 19
“Wrongful Act” 12
Exclusions
Anti-Competitive Conduct 12

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 AIG Australia Limited
Civil Liability Insurance Policy
Policy Wording

Privacy Notice

This notice sets out how AIG Australia Limited (AIG) collects, uses and discloses personal
information about:

• you, if an individual; and

• other individuals you provide information about.

Further information about our Privacy Policy is available at www.aig.com.au or by contacting us at

australia.privacy.manager@aig.com or on 1300 030 886.

How we collect your personal information

AIG usually collects personal information from you or your agents.

AIG may also collect personal information from:

• Our agents and service providers;

• other insurers;
• people who are involved in a claim or assist us in investigating or processing claims, including
third parties claiming under your policy, witnesses and medical practitioners;
• third parties who may be arranging insurance cover for a group that you are a part of;
• providers of marketing lists and industry databases; and
• publically available sources.

Why we collect your personal information

AIG collects information necessary to:

• underwrite and administer your insurance cover;

• maintain and improve customer service; and
• advise you of our and other products and services that may interest you.

You have a legal obligation under the Insurance Contracts Act 1984 to disclose certain information. Failure
to disclose information required may result in AIG declining cover, cancelling your insurance cover or
reducing the level of cover, or declining claims.

To whom we disclose your personal information

In the course of underwriting and administering your policy we may disclose your information to:

• entities to which AIG is related, reinsurers, contractors or third party providers providing services
related to the administration of your policy;
• banks and financial institutions for policy payments;
• assessors, third party administrators, emergency providers, retailers, medical providers, travel
carriers, in the event of a claim;
• other entities to enable them to offer their products or services to you; and
• government, law enforcement, dispute resolution, statutory or regulatory bodies, or as required by
law.

AIG is likely to disclose information to some of these entities located overseas, including in the following
countries: United States of America, United Kingdom, Singapore, Malaysia, the Philippines, India, Hong
Kong, New Zealand as well as any country in which you have a claim and such other countries as may be
notified in our Privacy Policy from time to time.

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 AIG Australia Limited
Civil Liability Insurance Policy
Policy Wording

You may request not to receive direct marketing communications from AIG.

Access to your personal information

Our Privacy Policy contains information about how you may access and seek correction of personal
information we hold about you. In summary, you may gain access to your personal information by
submitting a written request to AIG.

In some circumstances permitted under the Privacy Act 1988, AIG may not permit access to your personal
information. Circumstances where access may be denied include where it would have an unreasonable
impact on the privacy of other individuals, or where it would be unlawful.

Complaints

Our Privacy Policy also contains information about how you may complain about a breach of the
applicable privacy principles and how we will deal with such a complaint.

Consent

If applicable, your application includes a consent that you and any other individuals you provide
information about consent to the collection, use and disclosure of personal information as set out in this
notice.

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 AIG Australia Limited
Civil Liability Insurance Policy
Policy Wording

In consideration of the payment of the Premium and subject to all the provisions of this policy, the Insurer
agrees as follows.

Covers
All cover under this policy is afforded solely with respect to Claims first made against an Insured during
the Policy Period and reported to the Insurer as required by this policy.
Civil Liability The Insurer will pay on behalf of any Insured all Damages resulting from
any Claim for any civil liability of the Insured.
Misleading or The Insurer will pay on behalf of any Insured all Damages resulting from
Deceptive Conduct any Claim for any Misleading or Deceptive Conduct of the Insured.
Intellectual Property The Insurer will pay on behalf of any Insured all Damages resulting from
any Claim for any Infringement.
Defamation The Insurer will pay on behalf of any Insured all Damages resulting from
any Claim for libel or slander committed by an Insured.
Lost Documents The Insurer will pay on behalf of any Insured all Damages resulting from
any Claim for the destruction, damage to, loss, erasure or mislaying of
Documents by an Insured.
Fraud/Dishonesty The Insurer will pay on behalf of any Insured, who is not the actual
perpetrator, all Damages resulting from any Claim for Fraud/Dishonesty of
any:
(i) Employee; or
(ii) any natural person who is or has been a principal, partner or director
of the Policyholder or any Subsidiary.
Defence The Insurer has the right to defend any Claim which this policy may
respond to under its Covers or Extensions. The Insurer shall pay Defence
Costs incurred in defending such Claim.
The Insurer is under no obligation to pay Loss, unless the Wrongful Act: (i) first takes place on or after
the Retroactive Date; and (ii) is committed solely in the performance of or failure to perform Professional
Services.

Standard Extensions
BusinessGuard During the Policy Period the Policyholder is entitled to free advice, not
Advisory Panel involving a significant time commitment on the part of the member firm, from
the BusinessGuard Advisory Panel which relates to matters which are
relevant to the cover provided under this policy.
The Insurer consents to the appointment of any member firm, in the
absence of a conflict of interest, to act on behalf of the Insureds in respect of
any Claim notified to the Insurer, provided the Insurer accepts the
notification under the policy and subject always to the “Claims” Conditions.
The Insureds may access the services of the BusinessGuard Advisory
Panel by contacting the firms listed as such at
www. aig.com.au
Court Attendance For any person described in (i) and (ii) below who actually attends court as a
witness in connection with a Claim notified under and covered by this policy,
Defence Costs will include the following rates per day on which attendance
in court has been required:
(i) for any principal, partner, or director Insured $500
(ii) for any Employee or Authorised Representative $250
No Retention shall apply to this Extension.
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Civil Liability Insurance Policy
Policy Wording

Standard Extensions (continued)

Extended Reporting If the Insurer cancels or does not renew this policy, other than for non
Period payment of Premium or any other breach of the terms of this policy by an
Insured, the Policyholder shall have the right to a period of 30 days
following the date of cancellation or expiry in which to give notice of any
covered Claim first made against the Insured. That extended reporting
period shall not apply if this policy or its cover has been replaced.
Findings and Awards “Damages” includes any amount that an Insured is legally liable to pay to a
by Dispute Resolution Third Party in respect of findings or awards by an ASIC approved external
Bodies dispute resolution body, subject to the limitations of “Loss”.
The retention for any Damages payable under this extension shall apply to
each and every finding or award by an external dispute resolution body.
Joint Ventures The Insurer will pay on behalf of any Insured all Damages resulting from
any Claim for any civil liability of the Insured in connection with any
association or joint venture of which the Insured forms part; provided,
however that the Insurer shall only be liable for the proportion of any
Damages that represents the Insured’s liability in such association or joint
venture. No cover is provided to any associate or joint venture partner of
the Insured.
Non Avoidance For Professional Services provided in the capacity of an insurance broker
Clause only, and notwithstanding Section 28 of the Insurance Contracts Act 1984
and the “Fraudulent Claims” Condition, if the Insured fails to comply with its
duty of disclosure or makes a misrepresentation to the Insurer (whether the
failure or misrepresentation was fraudulent or not) before this policy was
entered into, the Insurer shall not avoid this policy by reason of that non-
disclosure or misrepresentation; however, any Claim that is the subject of
non-disclosure or misrepresentation will be subject to a Sublimit of
Liability in the aggregate of either $1,000,000 or 15% of the Insured’s
gross written premium for insurance broking business for the twelve months
immediately preceding the Policy Period, whichever is the greater amount.
Previous Business “Insured” is extended to include any entity which previously traded as the
Name Policyholder under a different business name.

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Civil Liability Insurance Policy
Policy Wording

Standard Extensions (continued)

Property Cover for With respect to a Third Party’s Documents:

Lost Documents (i) for which an Insured is legally responsible, and
(ii) that, during the Policy Period, have been destroyed, damaged, lost,
distorted, erased or mislaid solely in the performance or non-
performance of Professional Services.
Damages shall also include costs and expenses reasonably incurred
by the Insured in replacing or restoring such Documents provided
that:
(a) such loss or damage is sustained while the Documents are
either:
(1) in transit; or
(2) in the custody of the Insured or of any person to
whom the Insured has entrusted them;
(b) where the lost or mislaid Documents have been the subject
of a diligent search by or on behalf of the Insured;
(c) the amount of any Claim for such costs and expenses shall
be supported by evidence of expenditure that shall be subject
to written approval by a competent person to be nominated
by Insurer with the consent of the Insured; and
(d) the Insurer shall not be liable for any Claim arising out of the
wear, tear and/or gradual deterioration, moth and vermin, or
other matters beyond the Insured’s control.

A separate retention of $1,000 instead of the Retention will apply to each

Claim covered under this Extension.
Quasi Judicial Costs “Defence Costs” is extended to include any reasonable fees, costs and
expenses incurred by or on behalf of the Insured in the investigation,
defence, settlement or appeal of any complaint against the Insured by any
statutory or professional body which has jurisdiction to inquire or adjudicate
in any such matter.
Vicarious Liability The Insurer will pay on behalf of any Insured all Damages resulting from
any Claim for any civil liability of an agent or consultant acting on the
Policyholder’s behalf and for whom an Insured is legally liable.

Optional Extensions

Authorised “Insured” includes any:

Representatives (i) past or present Authorised Representative of the Policyholder or a
Subsidiary; and
(ii) natural person or entity who becomes an Authorised Representative
of the Policyholder or a Subsidiary during the Policy Period,
provided that within 30 days of the natural person or entity becoming
an Authorised Representative the Policyholder has:
(a) provided the Insurer with an approved supplementary proposal
form which has been satisfactorily completed by the new
Authorised Representative; and
(b) provided the Insurer with any other information requested in
respect of the new Authorised Representative; and

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Civil Liability Insurance Policy
Policy Wording

Optional Extensions (continued)

(c) agreed to any amendments to the terms, Condition or Exclusions

of this policy as required by the Insurer; and
where any natural person or entity operates as an Authorised
Representative of the Policyholder and any other licensee, the
Authorised Representative will only be covered under this Extension for
Professional Services provided on behalf of the Policyholder.
Employment Practice The Insurer will pay on behalf of any Insured all Damages resulting from
Liability any liability from a Claim against:
(i) the Policyholder or any Subsidiary; or
(ii) any natural person, who is or has been a principal, partner or director
of the Policyholder or any Subsidiary; or
(iii) any Employee;
by an Employee or prospective Employee of the Policyholder or any
Subsidiary based upon any civil liability in connection with the recruitment,
employment of or the termination of such Employee or, decision not to
employ the prospective Employee, including, but not limited to, any
employment-related retaliation or harassment.
Fidelity The Insurer shall pay the Policyholder or any Subsidiary for its Direct
Financial Loss due to Dishonest Acts committed after the Continuity
Date which are Discovered during the Policy Period and reported to the
Insurer as required by this policy.

Definitions

“Australian means a licence issued by the Australian Securities and Investments

Financial Services Commission covering the provision of the Insured’s Professional
Licence” Services.
“Authorised means any natural person or entity that is authorized in writing to provide
Representative” advice or services on behalf of an Australian Financial Services Licence
holder in accordance with Part 7.6 Division 5 of the Corporations Act 2001.
“Bodily Injury” means physical injury, sickness, disease or death; and if arising out of the
foregoing, nervous shock, emotional distress, mental anguish or mental
injury.
“Claim” means any:
(i) written demand; or
(ii) civil or administrative proceedings;
that seeks Damages as a result of Wrongful Acts.
“Continuity Date” means the date specified as such in the Schedule.
“Damages” means any amount that an Insured shall be legally liable to pay to a Third
Party in respect of judgments rendered against an Insured, or for
settlements which conform with the consent requirements set out in the
”Claims Conditions”, subject to the limitations of the “Loss”.
“Defence Costs” means reasonable fees, costs and expenses incurred by or on behalf of the
Insured in the investigation, defence, adjustment, settlement or appeal of
any Claim. “Defence Costs” shall not mean any internal or overhead
expenses of any Insured or the costs of any Insured’s time.

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Civil Liability Insurance Policy
Policy Wording

Definitions (continued)

“Direct Financial means direct financial loss caused by the loss of Money or Securities
Loss” owned by the Policyholder or any Subsidiary.
“Direct Financial Loss” does not include: (i) wages, salaries or other
remuneration or benefits paid by the Policyholder or any Subsidiary to its
Employees, partners, principals or directors; (ii) complete or partial non-
payment or default under any credit arrangement; or (iii) any costs, fees or
other expenses incurred by the Insured in prosecuting or defending any
demand, claim or legal proceeding resulting from a Direct Financial Loss
which is covered under this policy.
“Discovered” or means when any of the Policyholder’s, or a Subsidiary’s partners,
“Discovers” or principals, directors, officers, departmental seniors, senior managers or
“Discovery” equivalent (who are not in collusion with an Employee who has or is
attempting to commit a Dishonest Act) first becomes aware of any facts
which would cause a reasonable person to assume that a Direct Financial
Loss which may be covered under this policy has been or is likely to be
incurred, even though the exact amount or details of the Direct Financial
Loss are not known at the time the person first became aware of such facts.
The first Discovery constitutes Discovery by each and every Insured.
“Dishonest Acts” means any fraudulent or dishonest acts committed by an Employee (acting
alone or in collusion with others) with the principal intent to cause the
Policyholder or any Subsidiary to sustain a Direct Financial Loss and
results in the Employee making an improper financial gain for themselves
or for any other individual or entity intended by the Employee to receive
such gain.
“Documents” means all documents of any nature whatsoever including computer record
and electronic or digitised data; but does not include any currency,
negotiable instruments or records thereof.
“Employee” means any natural person who is or has been expressly engaged as an
employee under a contract of employment with
(i) the Policyholder or any Subsidiary.
(ii) any corporate Authorised Representative of the Policyholder.
“Employee” shall not mean any: (i) principal, partner or director; or (ii)
temporary contract labour, self-employed person or labour-only sub-
contractor.
“Fraud/Dishonesty” means fraudulent or dishonest conduct:
(i) not condoned, expressly or implicitly, by; and
(ii) that results in liability to;
the Policyholder or any Subsidiary.
“Infringement” means an infringement of any intellectual property right of any Third Party,
other than patents and Trade Secrets.
“Insured” means:
(i) the Policyholder or any Subsidiary;
(ii) any natural person, who is or has been a principal, partner or director
of the Policyholder or any Subsidiary;
(iii) any Employee; and
(iv) any natural person or entity other than an Authorised
Representative, being a temporary contract labour, self-employed
persons, labour-only sub-contractors, solely under contract with, and
under the direction and direct supervision of the Policyholder or any
Subsidiary;

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Civil Liability Insurance Policy
Policy Wording

Definitions (continued)

but only when providing Professional Services in the foregoing capacities.

“Insured” also includes any estate or legal representatives of any Insured
described in (ii) and (iii) of this definition with respect to the Insured’s
provision of Professional Services in any such capacity.
“Insurer” means the entity specified as such in the Schedule.
“Limit of Liability” means the amount specified as such in the Schedule.
“Loss” means Damages and Defence Costs. “Loss” shall not mean and this
policy shall not cover any:
(i) taxes payable by the Insured;
(ii) non-compensatory damages, including punitive, multiple, exemplary
or liquidated damages;
(iii) restitutionary relief;
(iv) fines or penalties;
(v) the costs and expenses of complying with any order for, grant of or
agreement to provide injunctive or other non-monetary relief;
(vi) employment related compensation or benefits, overhead, charges or
expenses of any Insured; or
(vii) any matters which may be deemed uninsurable under the law
governing this policy or the jurisdiction in which a Claim is brought.
“Misleading or means any actual or alleged misleading or deceptive conduct at law or
Deceptive Conduct” under the Corporations Act 2001 (Cth), Australian Securities and
Investments Commission Act 2001 (Cth), Trade Practices Act 1974 (Cth) or
any similar provisions in the States’ Fair Trading Acts.
“Money” means local or foreign currency, coins, bank notes, cheques, travellers
cheques, registered cheques, postal orders, money orders and bullion.
“Policy Period” means the period of time specified in the Schedule unless the policy is
cancelled in which event the Policy Period will end on the effective date of
the cancellation.
“Policyholder” means the entity or natural person specified as such in the Schedule.
“Pollutants” means, but is not limited to, any solid, liquid, biological, radiological,
gaseous or thermal irritant or contaminant whether occurring naturally or
otherwise, including asbestos, smoke, vapour, soot, fibres, mould, spores,
fungus, germs, fumes, acids, alkalis, nuclear or radioactive material of any
sort, chemicals or waste. “Waste” includes, but is not limited to, material to
be recycled, reconditioned or reclaimed.
“Premium” means the amount specified as such in the Schedule and any premium
adjustment reflected in an endorsement to this policy.
“Professional means acting in the capacity of a general insurance broker and/or a life
Services” insurance broker. “Professional Services” also means the provision of
advice and services in respect of health insurance and premium funding.
“Property Damage” means damage to or loss of or destruction of tangible property or loss of use
thereof.
“Retention” means the amount specified as such in the Schedule.
“Retroactive Date” means the date specified as such in the Schedule.
“Sanctioned means Cuba, Burma (Myanmar), Sudan, Iran, Iraq, Syria and North Korea.
“Country”
“Securities” means any negotiable or non-negotiable instruments or contracts
representing Money or other property including but not limited to shares,
preference shares, stocks, debentures, warrants, options, bonds,
promissory notes or other equity or debt security.

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Civil Liability Insurance Policy
Policy Wording

Definitions (continued)

“Subsidiary” means companies in which the Policyholder either directly, or indirectly

through one or more of its Subsidiaries;
(i) controls the composition of the board of directors;
(ii) controls more than half of the voting power; or
(iii) holds more than half of the issued share capital.
For any Subsidiary or any Insured thereof, cover under this policy shall
only apply to Wrongful Acts committed while such company is a
Subsidiary of the Policyholder.
“Third Party” means any entity or natural person; provided, however, Third Party does
not mean:
(i) any Insured;
(ii) any other entity or natural person having a financial interest or
executive role in the operation of the Policyholder or any Subsidiary
or Authorised Representative.
However, for the purposes of the “Employment Practice Liability” Optional
Extension only, Third Party means “an Employee or prospective
Employee of the Policyholder or any Subsidiary.”
“Trade Secret” means information that derives independent economic value, actual or
potential, from not being generally known and not being readily
ascertainable through proper means by other persons who can obtain
economic advantage from its disclosure or use.
“Wrongful Act” means (a) any breach of duty, act, error, misstatement, breach of
confidentiality or omission; (b) any Misleading or Deceptive Conduct of
the Insured; (c) any Infringement; (d) libel or slander committed by an
Insured; (e) any destruction, damage to, loss, erasure or mislaying of
Documents by an Insured; or (f) Fraud/Dishonesty.

Exclusions

This policy shall not cover Loss in connection with any Claim:

Anti-Competitive arising out of, based upon or attributable to any actual or alleged restrictive
Conduct trade practices, restraint of trade or unfair competition.
Bodily Injury/Property arising out of, based upon or attributable to Bodily Injury or Property
Damage Damage unless arising from:
(i) an actual or alleged failure to achieve the legally required standard of
care, diligence and expertise in performing Professional Services; or
(ii) an allegation of emotional distress under the “Employment Practice
Liability” Optional Extension or the “Defamation” Cover.
Claims Settlement This policy does not provide cover for Loss in connection with any Claim
Authority arising out of, based upon or attributable to any actual or alleged breach by
any Insured of a claims settlement authority provided by any insurance
company or mutual fund.
Contractual arising out of, based upon or attributable to any:
Liability/Performance (i) liability assumed or accepted by an Insured under any contract or
Guarantees agreement, other than with an Employee in the case of the
“Employment Practice liability” Optional Extension, or except to the
extent such liability would have attached to the Insured in the
absence of such contract or agreement; or
(ii) guarantee or warranty;

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Civil Liability Insurance Policy
Policy Wording

Exclusions (continued)

Costs Assessment arising out of, based upon or attributable to any failure by any Insured or
other party acting for the Insured to make an accurate pre-assessment of
the cost of performing Professional Services.
Financial Advice This policy does not provide cover for Loss in connection with any Claim
arising out of, based upon or attributable to the provision of any financial or
investment advice.
Infrastructure arising out of, based upon or attributable to:
(i) mechanical failure;
(ii) electrical failure, including any electrical power interruption, surge,
brown out or black out; or
(iii) telecommunications or satellite systems failure.
Insolvency arising out of, based upon or attributable to the insolvency, administration
or receivership of the Insured.
Insurer Insolvency and This policy does not provide cover for Loss in connection with any Claim
Management arising out of, based upon or attributable to the management or
administration of any insurance company or mutual fund, and/or the
insolvency of any insurance company or mutual fund.
Intentional Acts arising out of, based upon or attributable to any intentional act by an
Insured.
Misdeeds arising out of, based upon or attributable to any act which a court, official
tribunal or arbitrator finds, or which an Insured admits, to be a criminal,
dishonest or fraudulent act; and in such event, the Insurer shall be
reimbursed for all Loss paid in connection with such Claim; provided,
however, that this exclusion shall not apply to the “Fraud/Dishonesty” Cover
or the “Fidelity” Optional Extension.
Patent/Trade Secret arising out of, based upon or attributable to the breach of licenses
concerning, infringement of or misappropriation of patents or Trade
Secrets.
Pollution arising out of, based upon or attributable to:
(i) the actual, alleged or threatened presence, discharge, dispersal,
release, migration or escape of Pollutants; or
(ii) any direction, request or effort to:
(a) test for, monitor, clean up, remove, contain, treat, detoxify or
neutralise Pollutants; or
(b) respond to or assess the effects of Pollutants.
Prior Claims/ (i) made prior to or pending at the inception of this policy; or
Circumstances (ii) arising out of, based upon or attributable to any circumstance that, as
of the inception of this policy, may reasonably have been expected by
any Insured to give rise to a Claim.
Proposal form signing This policy does not provide cover for Loss in connection with any Claim in
circumstances where any Insured has signed a proposal or application
form for insurance for or on behalf of a Third Party.
Trade Debts arising out of, based upon or attributable to any:
(i) trading debt incurred by an Insured; or
(ii) guarantee given by an Insured for a debt.
USA/Canada made or pending within; or to enforce a judgment obtained in, the United
States of America, Canada or any of their territories or possessions.
US Sanctions arising in, out of, based upon, attributable to or otherwise in connection with
any Sanctioned Country.

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Civil Liability Insurance Policy
Policy Wording

Exclusions (continued)

War/Terrorism arising out of, based upon or attributable to any war (declared or
otherwise), terrorism, warlike, military, terrorist or guerrilla activity,
sabotage, force of arms, hostilities (declared or undeclared), rebellion,
revolution, civil disorder, insurrection, usurped power, confiscation,
nationalisation or destruction of or damage to property by or under the
order of, any governmental, public or local authority or any other political or
terrorist organisation.

For the “Fidelity” Optional Extension only, this policy shall not cover:

Confidential Information Direct Financial Loss arising out of, based upon, attributable to or in
any way connected with the accessing and dissemination of, any
confidential information including, but not limited to, trade secrets,
computer programs, customer information, patents, trademarks,
copyrights or processing methods.
Consequential Loss any indirect or consequential loss of any nature, including but not
limited to any loss of income such as interest and dividends not
realised by the Policyholder or any Subsidiary or any other person
or organisation, resulting from a Direct Financial Loss which is
covered under this policy.
Director/Principal/Partner Direct Financial Loss arising out of, based upon, attributable to or in
Dishonesty any way connected with any fraudulent or dishonest activities
involving collusion or complicity of a partner, principal or director of the
Policyholder or any Subsidiary.
Dual Controls Direct Financial Loss or make any payment in connection with any
Dishonest Acts arising out of, based upon or attributable to the
Insured’s failing to ensure that at least one principal, partner or
director and one authorised signatory sign any cheques or funds
transfer instructions.
Extortion or Kidnap & Direct Financial Loss arising out of, based upon, attributable to or in
Ransom any way with connected with any extortion or kidnap and ransom.
Geographical Limits Direct Financial Loss arising out of, based upon, attributable to or in
any way connected with any Dishonest Acts outside of Australia or
New Zealand.
Loss Establishment Costs fees, costs or other expenses incurred by the Insured in establishing
the existence or amount of any Direct Financial Loss covered under
this policy.
Loss Sustained After Direct Financial Loss arising out of, based upon, attributable to or in
Knowledge any way connected with any Employee from the time the
Policyholder’s, or a Subsidiary’s partners, principals, directors,
officers, departmental seniors, senior managers or equivalent (who
are not in collusion with such Employee for the purpose of committing
a Dishonest Act) had actual knowledge that the Employee had
committed or was suspected of having committed a Dishonest Act.
Profit & Loss or Inventory Direct Financial Loss the proof of which is dependent solely upon:
Computation (i) a profit and loss computation; or
(ii) a comparison of inventory records with an actual physical
count.
If, however, an Employee is identified as having caused or is
suspected of having caused a Direct Financial Loss, then inventory
records and actual physical count of inventory can be submitted as
partial evidence in support of proof of the Direct Financial Loss as
required by the “Notification” Claims Condition.
MB08/00603.1 Page 14 of 20
 AIG Australia Limited
Civil Liability Insurance Policy
Policy Wording

Claims

Notification of Claims The Insured shall, as a condition precedent to the obligations of the
Insurer under this policy, give written notice to the Insurer of any Claim
first made against the Insured or Direct Financial Loss as soon as
practicable and during the Policy Period. All notifications must be in
writing or by facsimile, and addressed as required in the “Claims Notice”
Item on the Schedule.
If the Insured notifies a Direct Financial Loss to the Insurer, the Insured
must also, as soon as practicable, provide the Insurer with:
(a) affirmative proof of the Direct Financial Loss; and
(b) all requested information and documents and co-operation in all
matters pertaining to the Direct Financial Loss.
Related Claims If notice of a Claim against an Insured is given to the Insurer pursuant to
the terms and conditions of this policy, then:
(i) any subsequent Claim alleging, arising out of, based upon or
attributable to the facts alleged in that previously notified Claim; and
(ii) any subsequent Claim alleging any Wrongful Act which is the same
as or related to any Wrongful Act alleged in that previously notified
Claim, shall be considered made against the Insured and reported to
the Insurer at the time notice was first given.
Any Claim or Claims arising out of, based upon or attributable to:
(i) the same cause; or
(ii) a single Wrongful Act; or
(iii) a series of continuous, repeated or related Wrongful Acts;
shall be considered a single Claim for the purposes of this policy.
Related Dishonest Any Direct Financial Loss resulting from a series of continuous, repeated
Acts or related Dishonest Acts shall be considered a single Direct Financial
Loss.
Continuity In the absence of fraudulent non-disclosure, where a Claim that would
otherwise be covered by this policy is excluded by the “Prior
Claims/Circumstances” Exclusion part (ii), then cover is provided under this
policy for that Claim, provided always that:
(i) the Insured first became aware of the facts that might give rise to the
Claim after the Continuity Date; and
(ii) the cover shall be in accordance with the provisions of the policy in
force when the Insured first became so aware.
Defence/Settlement The Insurer does not assume any duty to defend, and the Insured shall
defend and contest any Claim made against them unless the Insurer, in its
sole and absolute discretion, elects in writing to take over and conduct the
defence and settlement of any Claim. If the Insurer does not so elect, it
shall be entitled, but not required, to participate fully in such defence and
the negotiation of any settlement that involves or appears reasonably likely
to involve the Insurer. The Insurer has the right at any time after
notification of a Claim to make a payment to the Insured of the unpaid
balance of the Limit of Liability, and upon making such payment, all
obligations of the Insurer to the Insured under this policy, including, if any,
those relating to defence, shall cease.

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 AIG Australia Limited
Civil Liability Insurance Policy
Policy Wording

Claims (continued)

Insurer’s Consent As a condition precedent to cover under this policy, no Insured shall admit
or assume any liability, enter into any settlement agreement, consent to any
judgment, or incur any Defence Costs without the prior written consent of
the Insurer. Only those settlements, judgments and Defence Costs
consented to by the Insurer, and judgments resulting from Claims
defended in accordance with this policy, shall be recoverable as Loss
under this policy. The Insurer’s consent shall not be unreasonably
withheld, provided that the Insurer shall be entitled to exercise all of its
rights under the policy.
Loss Mitigation As soon as the Insured Discovers a Direct Financial Loss involving an
identified Employee, the Insured must immediately take all necessary
steps to prevent any additional Direct Financial Loss being caused by the
same identified Employee. Any further Direct Financial Loss caused by
the same Employee after the date of Discovery will not be covered by this
policy.
Insured’s Consent The Insurer may make any settlement of any Claim it deems expedient
with respect to any Insured, subject to such Insured’s written consent. If
any Insured withholds consent to such settlement, the Insurer’s liability for
all Loss on account of such Claim shall not exceed the amount for which
the Insurer could have settled such Claim, plus Defence Costs incurred as
of the date such settlement was proposed in writing by the Insurer, less
coinsurance (if any) and the applicable Retention.
Cooperation The Insured will at their own cost:
(i) render all reasonable assistance to the Insurer and co-operate in the
defence of any Claim and the assertion of indemnification and
contribution rights;
(ii) use due diligence and do and concur in doing all things reasonably
practicable to avoid or diminish any Loss under this policy;
(iii) give such information and assistance to the Insurer as the Insurer
may reasonably require to enable it to investigate any Loss or
determine the Insurer’s liability under this policy.
Fraudulent Claims If any Insured shall give notice or claim cover for any Loss under this
policy knowing such notice or claim to be false or fraudulent as regards
amounts or otherwise, such Loss shall be excluded from cover under the
policy, and the Insurer shall have the rights to cancel the policy, as allowed
by the Insurance Contracts Act 1984 (Cth).
Fraud/Dishonesty of In the case of any Claim for Fraud/Dishonesty of any principal, partner or
Principals, Partners director of the Policyholder or any Subsidiary, the ”Fraud/Dishonesty”
and Directors Cover only applies in circumstances where:
(i) at least one principal, partner or director and one authorised signatory
signed any cheques or funds transfer instructions; and
(ii) the Policyholder’s bank accounts were not reconciled by any person
who had the authority to operate those bank accounts.
Allocation Where any Loss is incurred in respect of any Claim which arises from both
covered matters and matters not covered by this policy, the Insurer’s
liability under this policy is limited to the proportion of the Loss which
represents a fair and equitable allocation between each Insured and the
Insurer, taking into account the relative legal and financial exposures
attributable to covered matters and matters not covered under this policy.
Where the Insurer’s liability under this policy is limited under this clause,
the Insured and the Insurer must use their best endeavours to agree upon
the allocation to be adopted by them as the fair and equitable allocation.

MB08/00603.1 Page 16 of 20
 AIG Australia Limited
Civil Liability Insurance Policy
Policy Wording

Claims (continued)

Allocation Disputes If the parties are unable to agree, then the fair and equitable allocation is to
be determined by a Senior Lawyer (to be mutually agreed upon by the
Policyholder and the Insurer, or in the absence of agreement, to be
appointed by the President of the Law Society, or equivalent organisation,
in the jurisdiction in which the Loss was incurred).
The Senior Lawyer is to determine the fair and equitable allocation as an
expert, not as an arbitrator. The Policyholder (or its designee) and the
Insurer may make submissions to the Senior Lawyer. The Senior Lawyer
is to take account of the parties’ submissions, but the Senior Lawyer is not
to be fettered by such submissions and is to determine the fair and
equitable allocation in accordance with his or her own judgement and
opinion. The Senior Lawyer’s determination shall be final and binding. The
costs of the Senior Lawyer’s determination are to be borne by the Insurer.
For so long as the proportion of Defence Costs to be paid under the policy
remains unagreed and undetermined, the Insurer shall pay the proportion
of the Defence Costs which it considers represents a fair and equitable
allocation. The fair and equitable allocation finally agreed or determined
shall be applied retrospectively to any Defence Costs incurred prior to
agreement or determination.

Purchase and Administration

Policy Purchase In granting cover to the Insured, the Insurer has relied upon the material
statements and particulars in the proposal together with its attachments and
other information supplied. If the Insurer becomes entitled to avoid this
policy from inception or from the time of any variation in cover, the Insurer
may at its discretion maintain this policy in full force but exclude the
consequences of and any Claim relating to any matter which ought to have
been disclosed before inception or any variation in cover.

Administration The Policyholder has acted and shall act on behalf of each and every

Insured with respect to:

(i) negotiating terms and conditions of, binding and amending cover;
(ii) exercising rights of Insureds;
(iii) notices;
(iv) Premiums;
(v) endorsements;
(vi) dispute resolution;
(vii) claims management and consent to defence/settlement; and
(viii) payments to any Insured.

MB08/00603.1 Page 17 of 20
 AIG Australia Limited
Civil Liability Insurance Policy
Policy Wording

Limit and Retention

Limit of Liability The total amount payable by the Insurer for a single Claim (as specified in
the “Related Claims” Condition), including Defence Costs, shall not exceed
the Limit of Liability (Any one Claim). The total amount payable by the
Insurer under this policy for all Claims or Losses shall not exceed the
Limit of Liability (Aggregate). Sublimits of Liability, Extensions and
Defence Costs are part of that amount and are not payable in addition to
the Limit of Liability (Aggregate). The Limit of Liability (Any one Claim)
and the Limit of Liability (Aggregate) for the period provided in the
“Extended Reporting Period” Extension are part of, and not in addition to,
the Limit of Liability (Any one Claim) and the Limit of Liability
(Aggregate) for the Policy Period. The inclusion of more than one
Insured under this policy does not operate to increase the total amount
payable by the Insurer under this policy.
Retention The Insurer shall only pay for the amount of any Loss or Direct Financial
Loss which is in excess of the Retention. For the avoidance of doubt, the
Retention also applies to Defence Costs. The Retention is to be borne by
the Insured and shall remain uninsured. A single Retention shall apply to
Loss arising from all Claims alleging the same Wrongful Act or Direct
Financial Loss arising from the same Dishonest Acts.

General Provisions

Assignment This policy and any rights under or in respect of it cannot be assigned
without the prior written consent of the Insurer.
Cancellation This policy may be cancelled by the Policyholder at any time only by
By Policyholder: written prior notice of at least 14 days to the Insurer. In such case, if no
Claim has been made and no circumstance has been notified prior to such
cancellation; the Insurer shall retain the pro-rata proportion of the Premium.
Otherwise, Premium shall not be returnable and shall be deemed fully
earned at cancellation.
By Insurer: This policy may be cancelled by the Insurer only as prescribed by the
Insurance Contracts Act 1984 (Cth). In such case, the Insurer shall be
entitled to a pro-rata proportion of the Premium. Payment or tender of any
unearned Premium by the Insurer shall not be a condition precedent to the
effectiveness of cancellation, but such payment shall be made as soon as
practicable.
Insolvency, receivership, bankruptcy of any Insured shall not relieve the
Insolvency Insurer of any of its obligations hereunder.
Plurals, Headings and The descriptions in the headings and titles of this policy are solely for
Titles reference and convenience and do not lend any meaning to this contract.
Words and expressions in the singular shall include the plural and vice
versa. In this policy, words in bold typeface have special meaning and are
defined. Words that are not specifically defined in this policy have the
meaning normally attributed to them.
Scope and Governing Where legally permissible and subject to the “U.S.A./Canada” and “US
Law Sanctions” Exclusions, this policy shall apply to any Claim made against
any Insured anywhere in the world. Any interpretation of this policy relating
to its construction, validity or operation shall be made in accordance with the
laws of Australia and in accordance with the English text as it appears in this
policy.

MB08/00603.1 Page 18 of 20
 AIG Australia Limited
Civil Liability Insurance Policy
Policy Wording

General Provisions (continued)

Subrogation If any payment is to be made under this policy in respect of a Claim, the
Insurer shall be subrogated to all rights of recovery of the Insured whether
or not payment has in fact been made and whether or not the Insured has
been fully compensated for its actual loss. The Insurer shall be entitled to
pursue and enforce such rights in the name of the Insured, who shall
provide the Insurer with all reasonable assistance and co-operation in doing
so, including the execution of any necessary instruments and papers. The
Insured shall do nothing to prejudice these rights. Any amount recovered in
excess of the Insurer’s total payment shall be restored to the Insured less
the cost to the Insurer of such recovery. The Insurer agrees not to exercise
any such rights of recovery against any Employee unless the Claim is
brought about or contributed to by serious or willful misconduct of the
Employee in the course of or arising out of the employment. In its sole
discretion, the Insurer may, in writing, waive any of its rights set forth in this
Subrogation Clause.
Validity This policy is not binding upon the Insurer unless it is countersigned on the
Schedule by an authorised representative of the Insurer or its general
agent.

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