Business AOR Template

BUSINESS AUTHORIZATION OF REPRESENTATION (AOR)

Parties and Effective Date

Effective Date:

WHEREAS Recitals

WHEREAS, Client conducts business under the name identified above and requires representation for specified business matters, including negotiation, correspondence, filing, and other acts as set forth in this Agreement;

WHEREAS, Agent represents that Agent has the competence, licensing (where applicable), and authority to perform the services described herein and is willing to act as Client's authorized representative subject to the terms and conditions of this Agreement;

WHEREAS, the parties desire to set forth in writing the scope, compensation, confidentiality, and termination provisions governing Agent's appointment and authority;

Scope of Work

Agent is authorized to act on behalf of Client only as expressly set forth in this Scope of Work. Agent shall act in Client's best interests, timely communicate material developments, and seek Client approval for any material commitments not expressly delegated below.

Payment Terms

Client shall pay Agent the compensation specified below in exchange for the services described in this Agreement. All fees are exclusive of taxes unless otherwise stated.

Payments are due within days of invoice date. Late payments shall bear interest at % per month or the maximum allowed by law, whichever is less.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience by providing the other party with written notice at least days prior to termination. Either party may terminate for material breach upon days' written notice if the breach remains uncured at the end of the cure period. Termination does not relieve Client of its obligation to pay for services rendered and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Agent shall not disclose, use, copy, or permit access to Client's Confidential Information except as necessary to perform the Scope of Work. Agent shall use at least the same degree of care in protecting Confidential Information as Agent uses to protect its own confidential information, but in no event less than reasonable care. This confidentiality obligation survives termination of this Agreement for a period of three (3) years, except that trade secrets will be protected for as long as they remain trade secrets under applicable law.

Representations; Indemnification

Each party represents that it has full corporate or organizational power and authority to enter into this Agreement and to perform its obligations hereunder. Agent represents that Agent's performance will comply with applicable laws and regulations. Client agrees to indemnify, defend and hold Agent harmless from and against any third-party claims, losses or liabilities arising from Client's breach of this Agreement or Client's negligent or willful acts in connection with the matters delegated to Agent, except to the extent caused by Agent's gross negligence or willful misconduct.

Governing Law; Remedies

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties acknowledge that monetary damages may be inadequate and that either party may seek injunctive or equitable relief to enforce the terms of this Agreement in addition to any other remedies available at law or in equity.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices shall be given in writing to the addresses set forth above and shall be effective upon receipt. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights under this Agreement without the prior written consent of the other, except that Client may assign this Agreement in connection with a sale of substantially all of Client's assets or equity.

Authority to Execute

Each individual signing below represents and warrants that they are duly authorized to execute this Agreement on behalf of the party for which they sign and that their signature binds that party to the terms of this Agreement.

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