CPIC AOR Document Template

CPIC AOR DESIGNATION AND AGREEMENT

This CPIC AOR Designation and Agreement (the Agreement) is entered into by and between Client Name: and Authorized Organizational Representative Name: (collectively, the Parties), effective as of Effective Date: .

WHEREAS

WHEREAS, Client engages in activities related to the CPIC program and requires an authorized representative with authority to submit, certify, and manage required filings, reports, and communications on Client's behalf; and

WHEREAS, Authorized Organizational Representative (AOR) possesses the requisite knowledge and authority to act on behalf of Client for the limited purposes set forth in this Agreement and agrees to comply with the terms, confidentiality obligations, and applicable program rules described herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows.

1. SCOPE OF AUTHORIZATION AND SCOPE OF WORK

1.1 Appointment. Client hereby appoints AOR as Client's authorized organizational representative for all CPIC-related submissions, certifications, correspondence, and communications identified in this Agreement. AOR is authorized to sign, submit, and receive documents and to make routine administrative decisions on Client's behalf in connection with the CPIC program, subject to the limitations set forth in Section 1.2.

1.2 Limitations. The AOR shall not bind Client to any material contractual obligations, financial commitments beyond those expressly set out in this Agreement, or actions that require separate written authorization from Client's executive officer. Any such material commitments require a separate written delegation.

2. PAYMENT TERMS

2.1 Compensation. In exchange for services rendered by AOR under this Agreement, Client shall pay AOR the amount of USD, in accordance with the schedule set forth in Section 2.2.

2.3 Late Payment. Amounts not paid within days of receipt of an undisputed invoice shall accrue a late fee of % per month, or the maximum lawful rate if lower. Payment obligations are independent of any dispute resolution.

3. TERM AND TERMINATION

3.1 Term. This Agreement commences on Start Date: and remains in effect until End Date: , unless earlier terminated in accordance with this Section 3.

3.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon delivering written notice to the other Party at least days prior to the effective date of termination.

3.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means non-public information disclosed by one Party to the other, whether oral, written, or electronic, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

4.2 Obligations. The receiving Party shall (a) use Confidential Information only for the purposes of performing its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, agents, or permitted subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein.

4.3 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the receiving Party; (b) was rightfully known by the receiving Party prior to disclosure; (c) is independently developed without use of the disclosing Party's Confidential Information; or (d) is required to be disclosed by applicable law, provided the receiving Party gives prompt written notice and cooperates in seeking a protective order or other remedy.

4.4 Equitable Relief. The Parties acknowledge that a breach of this Section 4 may cause irreparable harm for which monetary damages would be an inadequate remedy; the disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. AOR represents that it has the authority to act on behalf of Client to the extent delegated in this Agreement and will promptly notify Client and relevant program administrators in writing if that authority is revoked or materially limited.

I certify that I have the authority to act as the Authorized Organizational Representative for the Client for purposes described in this Agreement.

6. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either Party may specify in writing.

7. GOVERNING LAW

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

8. MISCELLANEOUS

8.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, representations, and understandings, whether written or oral.

8.2 Amendment. No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties.

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

8.4 Assignment. Neither Party may assign this Agreement or any of its rights hereunder without the prior written consent of the other Party, except that Client may assign to an affiliate or successor by operation of law with notice to AOR.

SIGNATURES

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