Client Transaction Document of Authorization Forms

Client Transaction Document of Authorization Forms

Parties and Recitals

This Agreement is entered into by and between Client Name: , whose principal address is Client Address: (hereinafter "Client"), and Authorized Agent Name: , of Company: (hereinafter "Agent").

WHEREAS, Client engages in transactions requiring written authorization for actions taken by a designated agent; and

WHEREAS, Agent represents that it is duly authorized, competent and willing to act on behalf of Client for specified transactions described herein under the terms and conditions of this Agreement; and

WHEREAS, the parties desire to record the scope, limits, payment terms, confidentiality obligations and governing law applicable to such authorizations effective as of Effective Date: .

Authorization and Scope of Work

Client hereby authorizes Agent to perform, on Client's behalf, the following categories of transactions and related actions. Agent shall act only within the scope selected below and in accordance with all written instructions provided by Client.

Initiate payments and disbursements
Transfer funds between Client accounts
Execute transactional agreements on Client's behalf
Access account statements and transactional data
Other (describe below)

Maximum aggregate authorization per transaction: $. Any single transaction exceeding the limit requires prior written approval by Client.

Payment Terms

For services and authorizations performed under this Agreement, Client agrees to compensate Agent as follows.

A late fee of % per month on the unpaid balance shall accrue on any past-due amounts. Client shall also reimburse Agent for reasonable collection costs.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated, will expire on End Date: .

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Termination for material breach by either party shall be effective immediately upon the non-breaching party's written notice if the breach remains uncured for a period of thirty (30) days following receipt of notice.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public, proprietary or confidential information disclosed by one party ("Discloser") to the other ("Recipient"), whether oral, written or electronic, including but not limited to financial data, client lists, transaction details, account credentials, business plans and other sensitive materials.

Recipient agrees: (a) to hold Confidential Information in strict confidence and not to disclose it to any third party except as expressly permitted herein; (b) to use Confidential Information solely to perform its obligations under this Agreement; and (c) to take reasonable measures to prevent unauthorized disclosure, which shall not be less than those Recipient uses to protect its own confidential materials.

Confidential Information does not include information that: (i) is or becomes publicly available other than through a breach of this Agreement; (ii) is rightfully received from a third party free of any obligation of confidentiality; or (iii) is independently developed by Recipient without use of Discloser's Confidential Information. In addition to any other remedy, Discloser shall be entitled to injunctive relief for any breach or threatened breach of this confidentiality obligation.

Representations, Indemnity and Liability

Each party represents that it has full authority to enter this Agreement. Client shall indemnify and hold Agent harmless from and against any third-party claims, losses, damages or expenses arising out of Client's instructions or any misrepresentations by Client, except to the extent caused by Agent's gross negligence or willful misconduct. Neither party shall be liable to the other for incidental, consequential, punitive or exemplary damages except for claims arising from intentional misconduct or breach of confidentiality.

Governing Law and Entire Agreement

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

This Agreement constitutes the entire agreement between the parties concerning the subject matter herein and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendments or modifications must be in writing and signed by both parties.

Notice and Contact Information

Acknowledgement and Certifications

By signing below, Client certifies that the information provided herein is true and correct to the best of Client's knowledge and that Client has authority to grant the authorizations identified in this Agreement. Agent certifies that it will act in accordance with Client's instructions and applicable law, and will maintain records of actions taken pursuant to this authorization.

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