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person, including an independent contractor
<br />acting on the behalf of the Named Insured or
<br />Subsidiary, for whom the Insured is legally
<br />liable in the rendering of Professional Services.
<br />The same Wrongful Act, an interrelated series
<br />of Wrongful Acts or a series of similar or related
<br />Wrongful Acts by one or more Insureds shall
<br />be deemed to be one Wrongful Act and to have
<br />commenced at the time of the earliest Wrongful
<br />Act.
<br />IV. EXCLUSIONS
<br />The Company shall not be liable to make payment
<br />for Loss or Claims Expenses in connection with any
<br />Claim made against an Insured arising out of,
<br />directly or indirectly resulting from or in consequence
<br />of or in any way involving:
<br />A. Conduct by any person that is criminal,
<br />fraudulent, dishonest or with the intent to cause
<br />damage or the gaining by any Insured of any
<br />personal profit, remuneration or advantage to
<br />which an Insured was not legally entitled;
<br />provided however, this exclusion shall not apply
<br />to Claims Expense incurred until a final
<br />judgment or adjudication is rendered against the
<br />Insured as to this conduct; or
<br />B. Any Claim by or on behalf of any Insured
<br />against any other Insured; or
<br />C. Any actual or alleged bodily injury, sickness,
<br />disease, or death of any person, or damage to or
<br />destruction of any tangible property, including the
<br />loss of use thereof; or
<br />D. Any actual or alleged failure to effect or maintain
<br />any insurance or bond; or
<br />E. Any actual or alleged activity by any Insured in a
<br />fiduciary capacity as respects any employee
<br />benefit or pension plan under the Employee
<br />Retirement Income Security Act of 1974 (ERISA)
<br />or any amendments thereof or similar state,
<br />federal or local statutory laws or common law; or
<br />F. Any actual or alleged violation of any securities,
<br />anti-trust, restraint of trade, unfair trade practices,
<br />consumer protection, or other similar law by any
<br />person, including but not limited to any Insured;
<br />or
<br />G. Any express warranties or guarantees by any
<br />Insured, or liability assumed by any Insured
<br />under a contract unless the Insured would have
<br />been legally liable in the absence of such
<br />contract; or
<br />H. Any prior or pending litigation, administrative,
<br />disciplinary or regulatory proceeding, Claim,
<br />demand, arbitration, decree, or judgment of
<br />which any Insured had notice before the
<br />effective date of this Policy, or any fact,
<br />circumstance, event, situation, or Wrongful Act
<br />which before the effective date of this Policy was
<br />the subject of any notice to any Insured; or any
<br />future Claims or litigation based upon such prior
<br />SP (07-09)
<br />J.
<br />K.
<br />X
<br />M.
<br />actions or proceedings or derived from the same
<br />or essentially the same actual or alleged facts;
<br />provided that, if this Policy is a renewal of a
<br />Policy or Policies previously issued by the
<br />Company and if the coverage provided by the
<br />Company was continuous from the effective date
<br />of the first such other Policy to the effective date
<br />of this Policy, the reference in this exclusion to
<br />"effective date" will mean the effective date of the
<br />first Policy under which the Company first
<br />provided continuous coverage to the Insured; or
<br />Any actual or alleged refusal to employ,
<br />termination of employment, or employment
<br />related coercion, demotion, evaluation,
<br />reassignment, discipline, defamation,
<br />harassment, humiliation, or discrimination of
<br />employment, or other employment -related
<br />practices, policies, acts or omissions; or
<br />The actual, alleged or threatened discharge,
<br />dispersal, release or escape of smoke, vapors,
<br />soot, fumes, acids, alkalis, toxic chemicals, lead,
<br />liquids or gases, waste materials, or other
<br />irritants, contaminants or pollutants into or upon
<br />land, the atmosphere or any water course or
<br />body of water, whether or not such actual,
<br />alleged or threatened discharge, dispersal,
<br />release or escape is sudden, accidental or
<br />gradual in nature, or any cost or expense arising
<br />out of any request, demand, or order that the
<br />Insured or others test for, monitor, clean up,
<br />remove, contain, treat, detoxify or neutralize any
<br />pollutants; or
<br />The performance of or failure to perform
<br />Professional Services for:
<br />1. Any Insured, or
<br />2. Any entity owned or controlled by any person
<br />or entity included within the definition of
<br />Insured, or
<br />3. Any person or entity which owns or controls
<br />any entity included within the definition of
<br />Insured, or
<br />4. Any entity which is under common ownership
<br />or control with any entity included within the
<br />definition of Insured, or
<br />5. Any entity of which any person included
<br />within the definition of Insured is a director,
<br />officer, partner or more than a three percent
<br />(3%) shareholder; or
<br />Any actual or alleged infringement of any
<br />copyright, patent, trademark, trade name, trade
<br />dress or service mark; or wrongful appropriation,
<br />use, or disclosure of trade secrets by any person,
<br />including but not limited to any Insured; or
<br />Any actual or alleged failure of any Insured's
<br />products or services to prevent unauthorized
<br />access to or use of any electronic system or
<br />program unless such unauthorized access or use
<br />is the result of a malfunc
<br />service provided by an I
<br />REvEEwED & APPROVED BY.
<br />® Risk Manage Analyst
<br />
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