AORs Document Template

AORs Document Template

Client Name:     Representative Name:

RECITALS

WHEREAS, Client is engaged in activities for which Client requires an authorized representative to act on Client's behalf in communications, negotiations, filings, and administrative matters related to the subject matters described herein; and

WHEREAS, Representative is willing to act as Agent of Record (AOR) for Client upon the terms and conditions set forth in this Agreement and with the authority described in Section 2 below; and

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality obligations, term and other terms governing Representative's appointment.

1. APPOINTMENT; SCOPE OF AUTHORITY

Client hereby appoints Representative as Client's authorized Agent of Record to act on Client's behalf with respect to the matters described in Section 2 (Scope of Work) commencing on the Effective Date below. Representative's authority shall include, without limitation, communications with third parties, receipt and review of documents, submission of filings and forms, and negotiation on Client's behalf to the extent expressly set forth in this Agreement and subject to the limitations herein.

Effective Date:

2. SCOPE OF WORK

Representative shall provide the following services as Agent of Record. Representative will act only within the scope expressly authorized by Client and in accordance with instructions provided by Client.

Representative is authorized to (select all that apply):
Insurance matters    Communications and correspondence    Administrative filings and submissions    Negotiation and settlement authority

3. PAYMENT TERMS

Compensation Amount:

Late Payment Fee: . Late fees shall accrue on outstanding balances and are cumulative with any other remedies available at law or equity.

Reimbursable Expenses: Representative shall be reimbursed for pre-approved, reasonable out-of-pocket expenses incurred in performing services. Such expenses must be supported by receipts where practicable.

4. TERM AND TERMINATION

Term Commencement:

Termination Date (if any):

Either party may terminate this Agreement for convenience upon written notice to the other party no fewer than days prior to the effective date of termination. Either party may terminate immediately for cause upon material breach by the other party if such breach remains uncured for a period of 10 days after written notice specifying the breach.

5. CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by Client to Representative, whether marked confidential or not, including business strategies, pricing, client lists, financial information, and non-public communications. Confidential Information does not include information which (a) is or becomes publicly known through no wrongful act of Representative; (b) was rightfully in Representative's possession prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Representative without use of or reference to Confidential Information.

Obligations: Representative shall maintain Confidential Information in strict confidence, use it solely to perform under this Agreement, and not disclose it to any third party except to employees, contractors, or agents who need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Representative shall take reasonable measures to protect Confidential Information from unauthorized disclosure.

Survival: The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, or such longer period as required by applicable law for certain types of information.

6. REPRESENTATIONS; INDEMNITY

Each party represents that it has full power and authority to enter into this Agreement. Representative represents that it will perform services in a professional manner consistent with industry standards. Client shall indemnify and hold harmless Representative from and against any liabilities, losses, or claims arising from Client's instructions, omissions, or misrepresentations, except to the extent caused by Representative's gross negligence or willful misconduct.

7. NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice). Notices shall be effective upon receipt.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, proposals, or communications, whether oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect. The parties agree that remedies at law for any breach may be inadequate and that injunctive relief may be sought in addition to any other remedies. Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or acquisition.

Certification: Representative certifies that Representative will act within the authority granted by Client and will promptly disclose to Client any conflict of interest that may arise. Client certifies that the appointment herein is authorized and that Client will cooperate with Representative in the performance of Representative's duties.

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