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Subject to the conditions described therein, your DEDUCTIBLE obligation may be subject to one of the <br />following: <br />3.1 In the event a claim is fully and finally resolved to the satisfaction of all parties, including us, as a result of <br />alternative dispute resolution in a form acceptable to us, without resorting to litigation, we will waive your <br />DEDUCTIBLE obligation for such claim. <br />3.2 If within one year of being reported, or being deemed to have been made, in accordance with CONDITIONS <br />6.3 of this policy, a claim is fully and finally resolved to the satisfaction of all parties, including us, and all loss <br />and defense costs arising from such claim have been paid, your DEDUCTIBLE obligation for such claim <br />shall be reduced by 25% up to a maximum reduction of $25,000. <br />3.3 If a claim arises from an assignment in which you used an engagement letter containing a limitation of <br />liability clause and mediation clauses in a form approved by us that was signed prior to the covered act <br />being committed, your DEDUCTIBLE obligation for such claim shall be reduced by 50% up to a maximum <br />reduction of $10,000 each claim, and $25,000 in the aggregate for the policy period. <br />3.4 If we recommend a settlement within the applicable LIMIT OF LIABILITY which is acceptable to the claimant, <br />and you or your designee consent to such settlement within 45 days of our recommendation or within the <br />time permitted by the claimant to accept the claimant's demand, whichever is less, then your DEDUCTIBLE <br />obligation for such claim shall be reduced by 25% up to a maximum reduction of $25,000. We will reimburse <br />you for the difference between the DEDUCTIBLE amount previously paid in connection with the claim and <br />the amount of the reduced DEDUCTIBLE. <br />If, however, you or your designee does not consent to the settlement of the claim within the time frame <br />described above, the DEDUCTIBLE will remain at the amount set forth in Item 4 of the Declarations, even if <br />consent is given to a subsequent settlement of such claim. Furthermore, in the event you or your designee <br />does not consent to the settlement within the time frame described above, our liability for the claim will not <br />exceed the amount for which we could have settled the claim plus defense costs incurred up to the date of <br />the refusal to settle, subject to the LIMIT OF LIABILITY. We will have the right but not the obligation to <br />continue the defense of the claim after the date of the refusal to settle and may in such a case, at any time <br />after the date of the refusal to settle, deposit in escrow, subject to the applicable LIMIT OF LIABILITY, an <br />amount equal to the proposed settlement amount less any defense costs incurred after the date of the <br />refusal to settle and may withdraw from the further defense of the claim by tendering control of the defense to <br />you. <br />The maximum amount of the reduction in your DEDUCTIBLE obligation in respect to 3.1, 3.2, 3.3 or 3,4 above <br />shall be $50,000 for the policy period. <br />4. DEFINITIONS <br />Whenever used in this policy: <br />4.1 Alternative dispute resolution means the use of arbitration or non-binding mediation in a form approved <br />by us in which a neutral panel or individual assists the parties in reaching their own settlement. <br />4.2 Application means all applications, supplements, written statements and other materials furnished to us, <br />by you or through your agent, to procure lawyers' professional liability insurance and are part of this policy <br />as if physically attached. <br />4.3 Claim means: <br />a. a written or verbal demand for money or services; <br />b. a written or verbal demand to toll or waive a statute of limitations; <br />c. ajudicial civil proceeding; <br />d. a disciplinary proceeding including but not limited to a demand, grievance, or allegation involving a <br />covered act made against you to any professional association or society charged with the <br />responsibility to oversee professional disciplinary matters, whether or not such demand, grievance, or <br />LPLPOL01 [10/10] Page 5 of 14 Protective Insurance Company