7. Insured Versus Insured

     Any “claim” by an “insured” against another “insured”.

8. ERISA

     Any “claim” arising out of an actual or alleged violation by an “insured” of the Employee Retirement Income Security Act of 1974 (ERISA) and its amendments, or similar provisions of any federal, state or local statutes, rules or regulations.

9. Violation Of Any Securities Laws

     Any “claim” arising out of a violation by an “insured” of the Securities Act of 1933 or the Securities Exchange Act of 1934, their amendments, or any similar federal or state securities statutes, rules or regulations.

10. Prior Or Pending Litigation

     Any “claim” or “suit” against any “insured” which was pending on, or existed prior to, the applicable Pending or Prior Litigation Date shown in the Declarations, or any “claim” or “suit” arising out of the same or substantially the same facts, circumstances or allegations which are the subject of, or the basis for, such “claim” or “suit”.

11. Contractual Liability

     Any “claim” arising out of a “wrongful act” for which any “insured” is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the “insured” would have in the absence of the contract or agreement.

12. Investment Advice

     Any “claim” based upon, attributable to or arising out of the rendering of investment advice by any “insured” in connection with the purchase, sale, or lack thereof, of securities, real estate or other investments.

13. Discrimination

     Any “claim” arising from “discrimination”.

14. Employment-related Practices

     Any “claim” arising out of any “insured's” actual or alleged refusal to employ, wrongful termination of employment, coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, “discrimination”, libel, slander or any other employment-related practices, policies, acts, errors or omissions.

15. Capacity As Public Official

     Any “claim” based upon, attributable to, or arising out of any “insured's” capacity as a public official, “employee” or agent of a governmental body, subdivision or agency, unless the “insured” is deemed to be a public official, “employee” or agent of such entity solely by virtue of rendering “professional services” to it.

16. Personal And Advertising Injury

     Any “claim” arising from “personal and advertising injury”.

17. Prior Notice

     Any “claim” arising out of a “wrongful act” alleged or contained in any “claim”, or for which, in any circumstance, notice has been given under any other prior insurance policy providing essentially the same type of coverage.

18. Insurer Insolvency

     Any “claim” arising out of the:

a.  Bankruptcy;

b.  Financial inability to pay;

c.  Insolvency;

d.  Liquidation; or

e.  Receivership

     of any insurance company, reinsurer, risk retention group or captive, or any other insurance plan or trust by any name, in which the “insured” has placed or obtained coverage for a client or an account.

19. Financial Institution Insolvency

     Any “claim” arising out of the:

a.  Bankruptcy;

b.  Financial inability to pay;

c.  Insolvency;

d.  Liquidation; or

e.  Receivership

     of any bank or other financial institution in which the “insured” has opened or maintained an account on behalf of a client.

20. Pollution

     Any “claim” based upon, attributable to, or arising out of:

a.  The actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of “pollutants” at any time;

b.  Any request, demand, order or statutory or regulatory requirement that any “insured” test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, “pollutants”; or

c.  A “claim” or “suit” by or on behalf of any governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, “pollutants”

     including without limitation any “claim” by or on behalf of the “insured”.

21. Fungi Or Bacteria

     Any loss, cost or expense arising directly or indirectly out of any “claim” for:

a.  Actual, alleged or threatened inhalation of, ingestion of, contact with, exposure to, existence of, or presence of, any “fungi” or bacteria on or within a building or structure, including its contents, regardless of whether any other cause, event, material or product contributed concurrently or in any sequence to such injury or damage.

b.  The abating, testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neutralizing, remediating or disposing of, or in any way responding to, or assessing the effects of, “fungi” or bacteria, by any “insured” or by any other person or entity.

22. Abuse Or Molestation

     Any “claim” based upon, attributable to or arising out of the actual or threatened abuse or molestation of any person by anyone in connection with the “professional services” rendered by any “insured”.

We will pay, with respect to any “claim” we investigate or settle, or any “suit” against an “insured” we defend:

1.  Prejudgment interest awarded against the “insured” on that part of the judgment we pay. If we make an offer to pay the applicable Limit of Insurance, we will not pay any prejudgment interest based on that period of time after the offer.

2.  All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable Limit of Insurance.

These payments will not reduce the Limit of Insurance nor be subject to Section V, Deductible.

We will also pay for:

A. Spousal Liability

If a “claim” against any “insured” includes a “claim” against the “insured's” spouse (whether such status is derived by reason of statutory or common law, or any other law of any country) solely by reason of such:

1.  Spousal status; or

2.  Spouse's ownership interest in property or assets that are sought as recovery for the “wrongful act” by the “insured”

All sums which such spouse becomes legally obligated to pay by reason of such “claim” will be treated for the purposes of this policy as sums which the “insured” becomes legally obligated to pay as a result of the “claim” made against such “insured”. Such sums to the spouse will be covered under this policy only if and to the extent such sums would be covered if incurred by the “insured”.

However, this extension will not afford coverage for a “claim” arising out of any “wrongful act” by the spouse

B. Estates, Heirs, Executors, Trustees Administrators And Legal Representatives

This policy will afford coverage for “claims” arising out of the “wrongful acts” of any “insured” made against the:

1.  Estates, heirs, executors, trustees, administrators or legal representatives of that deceased “insured”; and

2.  Legal representative of that “insured” in the event of incapacity, insolvency or bankruptcy.

This extension will afford coverage only if and to the extent that, in the absence of such death, incapacity, insolvency or bankruptcy of the “insured”, such “claims” would have been covered by this policy according to this policy's terms, conditions and exclusions.

C. Protection For Innocent Insureds

Whenever coverage under this insurance is voided, excluded, suspended or lost:

1.  Because of:

a.  Exclusion B.1. of Section I, Lawyers Professional Liability Coverage or because of any exclusion relating to criminal, fraudulent, malicious, dishonest or intentional acts, errors or omissions by any “insured”; or

b.  Noncompliance with Paragraph C. of Section VI, Conditions, with respect to notice requirements, then

2.  Such insurance as would otherwise be afforded under this policy shall continue to apply with respect to each “insured” who did not:

a.  Personally commit;

b.  Personally participate in;

c.  Personally acquiesce to; or

d.  Remain passive after having personal knowledge of;

     one or more of the “wrongful acts” described in any such exclusion, or such failure to give notice.

With respect to Paragraph C.1.b., coverage will continue to apply only in the event that if the Condition is one the “insured” can comply with after receiving knowledge of the “wrongful act”, the “insured” entitled to the benefit of this Coverage Extension complies with the Condition promptly after obtaining knowledge of the failure of any other “insured” to comply with such requirements.

The following are “insureds”:

A. Principal, officer, director, “employee”, principal shareholder or member in your employ, but only for “professional services” performed on your behalf;

B. Any lawyer who has retired from your employ, but only for “professional services” performed on your behalf;

C. Any lawyer retained as an of counsel, as an independent contractor or on a per diem basis by you, but only for “professional services” performed on your behalf;

D. Any other “employee” who has been, is now or becomes an “employee” of yours, but only for “professional services” performed on your behalf; and

E. The estates, heirs, executors, trustees, administrators and legal representatives of any “insured” in the event of the “insured's” death, incapacity, insolvency or bankruptcy, but only to the extent that the “insured” would otherwise be provided coverage under this policy.

A. Subject to the Aggregate Limit of Insurance, the Each Claim Limit is the most we will pay for all damages and “defense expenses” arising out of any one “claim”.

B. The Aggregate Limit Of Insurance shown in the Declarations and the provisions below set forth the most we will pay regardless of the number of:

1.  ”Insureds”;

2.  ”Claims” made or “suits” brought; or

3.  Persons, organizations or government agencies making “claims” or bringing “suits”.

C. The Aggregate Limit of Insurance is the most we will pay for the sum of:

1.  All damages; and

2.  All “defense expenses”

because of all “wrongful acts” to which this insurance applies.

The Limits of Insurance of this policy apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the “policy period” shown in the Declarations, unless the “policy period” is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance.

A. We will not pay for our share of damages and “defense expenses” until the amount of damages and “defense expenses” exceeds the Deductible shown in the Declarations. We will then pay the amount of damages and “defense expenses” in excess of the Deductible, up to the Limit of Insurance.

Example No. 1

Deductible: $5,000

Limit of Insurance (Each Claim): $1,000,000

Damages and “Defense Expenses”: $75,000

The Deductible will be subtracted from the amount of damages and “defense expenses” in calculating the amount payable:

$75,000 – $5,000 = $70,000 Amount Payable

Example No. 2

Deductible: $5,000

Limit of Insurance (Each Claim): $1,000,000

Damages and “Defense Expenses”: $1,200,000

The Deductible will be subtracted from the amount of damages and “defense expenses” ($1,200,000 – $5,000 = $1,195,000). Since the amount of the damages and “defense expenses” minus the Deductible exceeds the Limit of Insurance, the policy will pay the full (Each Claim) Limit of Insurance ($1,000,000).

B. The Deductible amount shown in the Declarations applies to all “claims” arising out of:

1.  The same “wrongful act”; or

2.  A series of incidents, circumstances or behaviors which arise from a common cause

     regardless of the number of “insureds” involved or the number of persons, organizations or government agencies making such “claims”.

C. We may pay any part or all of the deductible amount to effect settlement of any “claim” and, upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as has been paid by us.

A. Bankruptcy

Bankruptcy or insolvency of the “insured” or of the “insured's” estate will not relieve us of our obligations under this policy.

B. Consent To Settle

We shall not settle a “claim” without your consent. Such consent must not be unreasonably withheld. If we recommend a settlement to you which is acceptable to the claimant, but to which you do not consent, the most we will pay as damages or defense in the event of any later settlement or judgment is the amount for which the “claim” could have been settled, to which you did not give consent, less any deductible.

C. Duties In The Event Of A Claim Or A Wrongful Act That May Result In A Claim

1.  If a “claim” is received by any “insured”, you must:

a.  Immediately record the specifics of the “claim” and the date received; and

b.  Notify us, in writing, as soon as practicable.

2.  You and any other involved “insured” must:

a.  Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the “claim”;

     b.  Authorize us to obtain records and other information;

     c.  Cooperate with us in the investigation or settlement of the “claim” or defense against the “suit”; and

     d.  Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the “insured” because of a “wrongful act” to which this insurance may also apply.

3.  No “insured” will, except at that “insured's” own cost, voluntarily make a payment, assume any obligation, or incur any expense without our written consent.

4.  If you become aware of conduct that gives rise to a “claim” or that could reasonably give rise to a “claim”, you must notify us, in writing, as soon as practicable. Such notice must provide:

     a.  A description of the “wrongful act”, including all relevant dates;

     b.  The names of the persons involved in the “wrongful act”, including names of the potential claimants;

     c.  Particulars as to the reasons for anticipating a “claim” which may result from such “wrongful act”;

     d.  The nature of the alleged or potential damages arising from such “wrongful act”; and

     e.  The circumstances by which the “insured” first became aware of the “wrongful act”.

D. Subrogation

With respect to any payments made under this policy on behalf of any “insured”, we shall be subrogated to the “insured's” rights of recovery to the extent of those payments. The “insured” shall execute all papers required and shall do everything necessary to secure and preserve such rights, including the execution of such documents necessary to enable us to bring “suit” in the “insured's” name.

E. Other Insurance

1.  You may have other insurance subject to the same plan, terms, conditions and provisions as the insurance under this policy. If you do, we will pay our share of the “claim” resulting from a “wrongful act”. Our share is the proportion that the applicable Limit of Insurance under this policy bears to the Limits of Insurance of all insurance covering on the same basis.

2.  If there is other insurance covering the same “wrongful act”, other than that described in Paragraph 1. above, we will pay only for the amount of the “claim” resulting from that “wrongful act” in excess of the amount due from that other insurance, whether you can collect on it or not. But we will not pay more than the applicable Limit of Insurance.

F. Assignment

No change in, modification of, or assignment of interest under this policy will be effective without our written consent.

G. Legal Action Against Us

No person or organization has a right under this policy:

1.  To join us as a party or otherwise bring us into a “suit” asking for damages from an “insured”; or

2.  To sue us on this policy unless all of its terms have been fully complied with.

A person or organization may sue us to recover on an agreed settlement or on a final judgment against an “insured” obtained after an actual trial, but we will not be liable for damages that are not payable under the terms of this policy or that are in excess of the applicable Limit of Insurance. An agreed settlement means a settlement and release of liability signed by us, the “insured” and the claimant or the claimant's legal representative.

We will also not be liable for the “insured's” share of any payment due because of a settlement or judgment for which the “insured” is responsible under Section V, Deductible.

H. Representations

By accepting this policy, of which the “application” is a part, you agree that:

1.  The statements in the Declarations and “application” are accurate and complete;

2.  Those statements are based upon representations you made to us; and

3.  We have issued this policy in reliance upon your representations.

I. Separation Of Insureds

Except with respect to the Limit of Insurance, the Deductible, and any rights or duties specifically assigned in this policy to the “named insured”, this insurance applies:

1.  As if each “insured” were the only “named insured”; and

2.  Separately to each “insured” against whom “claim” is made.

J. If You Are Permitted To Select Outside Defense Counsel

If, by mutual agreement or court order, the “insured” is given the right to select defense counsel and the Limits of Insurance have not been used up, the following provisions apply:

1.  We retain the right, at our discretion, to:

a.  Settle, or approve or disapprove the settlement of, any “claim”; and

b.  Appeal any judgment, award or ruling at our expense.

2.  You and any other involved “insured” must:

a.  Continue to comply with Paragraph C. Duties In The Event Of A Claim Or A Wrongful Act That May Result In A Claim under this section as well as the other provisions of this policy; and

b.  Direct defense counsel of the “insured” to:

(1) Furnish us with the information we may request to evaluate those “claims” or “suits” for coverage or damages under this policy; and

(2) Cooperate with any counsel we may select to monitor or associate in the defense of those “claims” or “suits”.

3. If we defend you under a reservation of rights, both your and our counsel will be required to maintain and provide records pertinent to your “defense expenses”. These records will be used to determine the allocation of any “defense expenses” for which you may be solely responsible, including defense of an allegation not covered by this insurance.

The right to select defense counsel does not include the right to select any “insured” as defense counsel.

K. Changes In Exposure

1.  Change In Number Of Attorneys

     If during the “policy period”:

a.  The total number of attorneys who perform “professional services” on behalf of the “named insured” changes; or

b.  The “named insured” acquires any organization by merger into or consolidation with the “named insured”;

     the “named insured”, as a condition precedent to coverage for any new “insured”, must give written notice of such acquisition or change to us as soon as practicable, but in no event more than 90 days after the effective date of such acquisition or change, together with such information that we may require. You must pay any adjusted premium we require as a result of such acquisition or change. We will pay any refund due.

2. Acquisition Of Named Insured

     If during the “policy period” the “named insured” merges into, consolidates with or acquires another organization, such that the “named insured” is not the surviving entity, then coverage under this policy will continue until the end of the “policy period”, but only with respect to “claims” arising out of “wrongful acts” which occurred prior to such merger, consolidation or acquisition.

     The full annual premium for the “policy period” will be deemed fully earned immediately upon the occurrence of such merger, consolidation or acquisition of the “named insured”.

     The “named insured” must give written notice of such merger, consolidation or acquisition to us as soon as practicable, together with such information as we may reasonably require.

L. Cancellation

1.  The first “named insured” shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation.

2.  We may cancel this policy by mailing or delivering to the first “named insured” written notice of cancellation at least:

a.  10 days before the effective date of cancellation if we cancel for nonpayment of premium; or

b.  60 days before the effective date of cancellation if we cancel for any other reason.

3.  We will mail or deliver our notice to the first “named insured's” last mailing address known to us.

4.  Notice of cancellation will state the effective date of cancellation. The “policy period” will end on that date.

5.  If this policy is cancelled, we will send the first “named insured” any premium refund due. If we cancel, the refund will be pro rata. If the first “named insured” cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund.

6.  If notice is mailed, proof of mailing will be sufficient proof of notice.

M. When We Do Not Renew

If we decide not to renew this policy, we will mail or deliver to the first “named insured” shown in the Declarations written notice of the nonrenewal at least 30 days before the end of the “policy period”, or earlier if required by the state law or regulation controlling the application of this policy. If notice is mailed, proof of mailing will be sufficient proof of notice.

N. Changes

This policy and “application” contain all the agreements between you and us concerning the insurance afforded. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy.

O. Premiums

The first “named insured” shown in the Declarations:

1.  Is responsible for the payment of all premiums; and

2.  Will be the payee for any return premiums we pay.

P. Premium Audit

1.  We will compute all premiums for this policy in accordance with our rules and rates.

2.  This policy is auditable only if shown as auditable in the Declarations. If auditable, we may examine and audit your books and records as they relate to this policy at any time during the policy period and up to three years afterward.

3.  Premium shown in this policy as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first “named insured”. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the “policy period” is greater than the earned premium, we will return the excess to the first “named insured”.

4.  The first “named insured” must keep records of the information we need for premium computation, and send us copies at such times as we may request.

A. This policy provides a Basic Extended Reporting Period without an additional charge. This Basic Extended Reporting Period starts with the end of the “policy period” and lasts for 60 days. The Basic Extended Reporting Period will be provided if:

1.  This policy is cancelled or not renewed; or

2.  We renew or replace this policy with insurance that has a Retroactive Date later than the date shown in the Declarations of this policy. The Basic Extended Reporting Period does not reinstate or increase the Aggregate Limit of Insurance.

The Basic Extended Reporting Period does not apply to “claims” that are covered under any subsequent insurance you purchase, or that would be covered but for exhaustion of the amount of insurance applicable to such “claims”.

B. An Additional Extended Reporting Period is available from us if:

1.  This policy is cancelled or not renewed for any reason, except for the following reasons:

a.  Failure to comply with the terms and provisions of this policy;

b.  Failure to cooperate with us;

c.  Fraud, concealment or material misrepresentation of facts in any “application” for this policy or any renewal policy for this insurance;

d.  Nonpayment of any applicable deductible; or

e.  Nonpayment of premium; or

2.  We renew or replace this policy with insurance that:

a.  Has a Retroactive Date later than the date shown in the Declarations of this policy; or

b.  Does not apply to “wrongful acts” on a claims-made basis.

C. The Extended Reporting Periods do not extend the “policy period” or change the scope of coverage provided. They apply only to “claims” to which the following applies:

1.  The “claim” is first made during the Extended Reporting Period;

2.  The “wrongful act” occurs before the end of the “policy period”; and

3.  The “wrongful act” did not commence before the Retroactive Date, if any.

D. The Additional Extended Reporting Period lasts for three years and is available by endorsement and for an additional premium.

This Additional Extended Reporting Period starts when the Basic Extended Reporting Period, set forth in Paragraph A. above, ends.

E. We will determine the additional premium for the Additional Extended Reporting Period in accordance with our rules and rates. In doing so, we may take into account the following:

1.  The exposures insured;

2.  Previous types and amounts of insurance;

3.  Aggregate Limit of Insurance available under this policy for future payment of damages; and

4.  Other related factors.

The additional premium will not exceed 200% of the annual premium for this policy.

F. In order to obtain the Additional Extended Reporting Period, you must give us a written request for the Additional Extended Reporting Period Endorsement together with the full payment of the additional premium for the Additional Extended Reporting Period Endorsement and any premium or deductible you owe us for coverage provided under this policy within 60 days after the end of the “policy period”. Once in effect, Additional Extended Reporting Periods may not be cancelled.

G. There is no separate or additional Aggregate Limit of Insurance for the Additional Extended Reporting Period. The Aggregate Limit of Insurance available during the Additional Extended Reporting Period, if purchased, shall be the remaining amount, if any, of the Aggregate Limit of Insurance available at the time this policy was cancelled or nonrenewed.

A. “Advertisement” means a notice that is broadcast or published to the general public or specific market segments about your products or services for the purpose of attracting customers or supporters. For the purposes of this definition:

1.  Notices that are published include material placed on the Internet or on similar electronic means of communication; and

2.  Regarding web sites, only that part of a web site that is about your products or services for the purposes of attracting customers or supporters is considered an advertisement.

B. “Application” means all signed applications for this policy, including any attachments, addenda and other materials submitted in conjunction with the signed application(s).

C. “Bodily injury” means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. It also includes mental injury, mental anguish, mental tension, emotional distress, pain or suffering or shock sustained by any person whether or not resulting from injury to the body, sickness, disease or death of any person.

D. “Claim” means:

1.  A written demand for monetary damages or non-monetary relief;

2.  A civil proceeding commenced by the service of a complaint or similar pleading; or

3.  A formal administrative or regulatory proceeding commenced by the filing of a notice of charges, formal investigative order or similar document

against any “insured” for a “wrongful act”, including any associated appeal.

A “claim” also includes a written request received by an “insured” to enter into a “tolling agreement” in connection with the rendering of or failure to render “professional services”.

E. “Coverage territory” means:

1.  The United States of America (including its territories or possessions), Puerto Rico and Canada ; or

2.  All parts of the world if the “insured's” responsibility to pay damages is determined in a “suit” on the merits brought in the territory described in preceding Paragraph E.1. or in a settlement we agree to.

F. “Defense expenses” means payments allocated to a specific “claim” we investigate, settle or defend, for its investigation, settlement or defense, including:

1.  Fees and salaries of attorneys and paralegals we retain.

2.  Fees of attorneys the “insured” retains when, by our mutual agreement or court order (or when required by administrative hearing or proceeding), the “insured” is given the right to retain defense counsel to defend against a “claim”.

3.  All other litigation or administrative hearing expenses, including fees or expenses incurred in connection with an appeal or expert witnesses hired either by us or by the defense attorney retained by an “insured”.

4.  Costs taxed against the “insured” in the “suit”.

5.  Costs of subpoenas.

     Defense expenses” does not include salaries and expenses of our “employees” or the “insured's” “employees” in their capacity as “insureds”.

G. “Discrimination” means violation of a person's civil rights with respect to such person's race, color, national origin, religion, gender, marital status, age, sexual orientation or preference, physical or mental condition, or any other protected class or characteristic established by any federal, state or local statutes, rules or regulations.

H. “Employee” includes a “leased worker” and a “temporary worker” but does not include an independent contractor.

I. “Fungi” means any type or form of fungus, including mold or mildew and any mycotoxins, spores, scents or by-products produced or released by fungi.

J. “Insured” means any person or organization qualifying as an insured in Section III, Who Is An Insured of this policy. Except with respect to the Limit of Insurance and the Deductible, the coverage afforded applies separately to each insured who is seeking coverage or against whom a “claim” or “suit” is brought.

K. “Interrelated wrongful act” means all causally connected “wrongful acts” arising out of the same or substantially the same facts, circumstances or allegations which are the subject of or the basis for any “claim” or “suit”.

L. “Leased worker” means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. “Leased worker” does not include a “temporary worker”.

M. “Named insured” means the individual or entity listed in the Declarations as the Named Insured.

N. “Personal and advertising injury” means injury, including consequential “bodily injury”, arising out of one or more of the following offenses:

1.  False arrest, detention or imprisonment;

2.  Malicious prosecution;

3.  The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or an organization occupies;

4.  Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's products or services;

5.  Oral or written publication, in any manner, of material that violates a person's right of privacy;

6.  Plagiarism or the use of another's advertising idea in your “advertisement”; or

7.  Infringing upon another's copyright, trade dress or slogan in your “advertisement”.

O. “Policy period” means the period of time from the inception date of this policy shown in the Declarations to the expiration date shown in the Declarations, or its earlier cancellation or termination date.

P. “Pollutants” means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed.

Q. “Predecessor firm” means any entity engaged in “professional services” that is designated in the “application” as a Predecessor Firm, and to whose financial assets and liabilities the “named insured” is the majority successor in interest.

R. “Professional services” means services rendered by an “insured” as an attorney, arbitrator, mediator, title agent, notary public, administrator, conservator, receiver, executor, guardian or trustee or in any other fiduciary capacity, provided such services, for which the insured is licensed, are rendered in connection with the “named insured's” practice of law.

S. “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;

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 occurrence that caused it. For the purposes of this definition, occurrence means an accident, including continuous or repeated exposure to substantially the same general harmful conditions; or

3.  Loss of or damage to electronic data. For the purposes of this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment.

T. “Suit” means a civil proceeding in which damages because of a “wrongful act” to which this insurance applies are alleged, including:

1.  An arbitration proceeding in which such damages are claimed and to which the “insured” must submit or does submit with our consent;

2.  Any other alternative dispute resolution proceeding in which such damages are claimed and to which the “insured” submits with our consent; or

3.  Any administrative proceeding or hearing conducted by a governmental agency (federal, state or local) having the proper legal authority over the matter in which such damages are claimed.

U. “Temporary worker” means a person who is furnished to you to substitute for a permanent “employee” on leave or to meet seasonal or short-term workload conditions.

V. “Tolling agreement” means an agreement to suspend the running of the statute of limitations period for a cause of action.

W.  ”Wrongful act” means any actual or alleged act, error or omission committed or allegedly committed by an “insured” which arises out of the rendering of or failure to render “professional services” and which resulted in actual or alleged damages.