Delegation Agreement

Delegation Agreement

This Delegation Agreement (the "Agreement") is entered into as of Effective Date: by and between Delegator Name: with principal address: and Delegatee Name: with principal address: .

WHEREAS

WHEREAS, Delegator possesses certain responsibilities, duties, or authority described herein and desires to delegate specified duties to Delegatee under the terms set forth in this Agreement.

WHEREAS, Delegatee represents that it has the experience, qualifications and capacity to perform the delegated tasks and agrees to perform such tasks in accordance with applicable law and industry standards.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such delegation.

1. Scope of Delegation

Delegator hereby delegates to Delegatee, and Delegatee accepts, the authority to perform the duties and responsibilities described below. Delegatee shall perform the delegated duties in a professional manner and in compliance with all applicable laws, regulations and written policies provided by Delegator.

2. Authority and Limitations

Delegatee's authority is limited to those actions expressly described in the Scope of Work. Delegatee shall not make commitments on behalf of Delegator outside the Scope of Work without prior written authorization. Delegatee shall act only within the scope of authority granted by this Agreement and shall promptly notify Delegator of any circumstances that may materially affect Delegatee's ability to perform.

Delegatee shall maintain all licenses and certifications required to perform the delegated duties and shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement.

Check to permit Delegatee to subdelegate duties only with Delegator's prior written consent.

3. Payment Terms

All invoices shall be payable in the currency specified and within the period set forth in the Payment Schedule. Delegatee shall submit itemized invoices and supporting documentation as reasonably requested by Delegator. Failure to pay undisputed amounts when due shall accrue the agreed late fee until fully paid.

4. Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon giving the required written notice set forth above. Either party may terminate immediately for material breach that remains uncured after ten (10) business days' written notice, or immediately for acts that jeopardize health, safety, or compliance with law.

5. Confidentiality

Each party acknowledges that during the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall: (a) hold Confidential Information in strict confidence and use it only to perform obligations under this Agreement; (b) restrict disclosure to employees or permitted agents with a need to know and who are bound by confidentiality obligations no less protective than this Section; and (c) take reasonable measures to prevent unauthorized disclosure. Confidentiality obligations survive termination of this Agreement for a period of years, except for trade secrets which shall be protected for as long as they remain trade secrets.

6. Records, Audit and Compliance

Delegatee shall maintain accurate books and records related to the performance of delegated duties for a period of at least three (3) years and shall allow Delegator to inspect such records upon reasonable notice during customary business hours. Delegatee shall promptly notify Delegator of any non-compliance or regulatory inquiry related to the delegated duties.

7. Indemnification

Delegatee shall defend, indemnify and hold harmless Delegator and its affiliates from and against any claims, losses, liabilities, damages, fines and expenses (including reasonable attorneys' fees) arising out of Delegatee's negligence, willful misconduct, or breach of this Agreement in connection with the delegated duties.

8. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

9. Entire Agreement; Severability

This Agreement, including any exhibits or written amendments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, proposals and agreements. If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain in full force and effect and the parties shall negotiate in good faith a valid substitute provision that reflects the parties' original intent.

10. Notices

Notices under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses provided above (or to such other address as either party may designate by notice).

11. Miscellaneous

No waiver of any breach shall be effective unless in writing and signed by the waiving party. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Sign Now