Authorized Representatives Agreement

AUTHORIZED REPRESENTATIVES AGREEMENT

This Authorized Representatives Agreement ("Agreement") is entered into by and between Employer Name: and Authorized Representative Name: .

Recitals

WHEREAS, Employer maintains employee records, payroll, benefits and related human resources systems that contain Confidential Information; and

WHEREAS, Employer desires to authorize the Representative to act on behalf of Employer or its employees in the limited matters set forth below beginning on Effective Date: .

Definitions

"Authorized Actions" means those acts described in Section entitled "Scope of Authority" that the Representative is permitted to perform on behalf of Employer or an identified employee.

"Confidential Information" means employee personal data, payroll information, benefits elections, medical or other sensitive employment records and any information designated as confidential by Employer.

Authorization and Scope of Authority

Employer hereby authorizes the Representative to perform only those Authorized Actions that are affirmatively selected by Employer below. Absent an affirmative selection, no authority is granted.

Limitations on Authority

Representative shall not, unless expressly authorized in writing: (a) modify employment contracts or terms that create a new financial obligation for Employer beyond administrative adjustments; (b) hire, terminate, or discipline employees; (c) waive Employer rights under law or contract; or (d) disclose Confidential Information except as expressly permitted by this Agreement or required by law.

Representative Background — Personal Information

Position Information (if representative is an employee)

Start:

Employment History (Most Recent)

From: To:

Employment History (Prior)

From: To:

Education

Professional References

Legal Disclosures

At-Will Employment Statement: Nothing in this Agreement shall be construed as creating an employment agreement for a definite term. Employment status, if any, remains at-will unless otherwise expressly agreed in a separate written agreement signed by authorized representatives of Employer.

Equal Opportunity Statement: Employer maintains a policy of equal employment opportunity and non-discrimination. Representative shall adhere to Employer policies and all applicable anti-discrimination laws in the performance of the Authorized Actions.

Background Checks and Authorizations

Representative hereby certifies and authorizes Employer and its agents to verify any information supplied in this Agreement and to obtain background checks, employment verifications, and reference checks necessary to confirm Representative qualifications and suitability to perform the Authorized Actions.

Confidentiality and Data Protection

Representative shall maintain the confidentiality and security of Confidential Information and shall only use such information to perform Authorized Actions. Representative shall implement appropriate administrative, technical and physical safeguards consistent with applicable law and Employer policies. Representative shall immediately notify Employer of any unauthorized use or disclosure.

Indemnification and Liability

Representative agrees to indemnify, defend and hold harmless Employer, its officers, employees and agents from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from Representative's breach of this Agreement, negligence, willful misconduct, or actions beyond the scope of authority granted herein.

Term, Termination and Amendment

This Agreement shall commence on the Effective Date and continue until terminated by either party. Either party may terminate this Agreement upon written notice delivered as provided in the Notices section. Notice period (days):

Amendments to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Representative Certification and Authorization

I certify that all information provided in this Agreement and supporting documentation is true and complete to the best of my knowledge. I authorize Employer to contact any persons or entities identified in this Agreement for the purposes of verification and background investigation. I understand that any false statement or omission may result in revocation of authorization and other appropriate action.

Miscellaneous

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction where Employer maintains its principal place of business, without regard to conflict of laws principles.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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