Delegation Agreement Model

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 .

RECITALS

WHEREAS, Delegator is responsible for certain duties, responsibilities and functions described in this Agreement and desires to delegate specified authorities and responsibilities to Delegatee subject to the terms and conditions set forth herein; and

WHEREAS, Delegatee represents that it has the expertise, resources and personnel necessary to perform the delegated duties in accordance with the standards set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights, obligations and restrictions regarding the delegation of authority.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Definitions

1.1 "Delegated Duties" means the specific authorities, tasks and responsibilities described in Section 2 and in the Scope of Delegation attached hereto or set forth in the delegated_responsibilities field below. Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in this Section.

2. Scope of Delegation

2.1 Delegator hereby delegates to Delegatee, and Delegatee accepts, the authority to perform the tasks and exercise the powers specifically described below and in the Scope of Delegation. The delegation is limited to the extent and for the purposes expressly set forth in this Agreement.

3. Standards of Performance

3.1 Delegatee shall perform the Delegated Duties with the care, skill and diligence consistent with industry standards and in compliance with all applicable laws, regulations and Delegator policies communicated in writing. Delegatee shall ensure that personnel performing Delegated Duties are qualified and supervised.

3.2 Delegatee shall promptly notify Delegator of any material failure or inability to perform the Delegated Duties, and shall take all commercially reasonable actions to cure any such failure.

4. Authority; Limitations; Retained Rights

4.1 The authority granted to Delegatee is limited to the express authorities set forth in Section 2. Delegatee shall not bind Delegator outside the scope of this Agreement. Any exercise of authority beyond the scope shall be void and of no effect unless expressly authorized in writing by Delegator.

4.2 Delegator retains ultimate responsibility for compliance with applicable law and for any obligations that cannot be delegated by operation of law. To indicate that Delegator retains legal responsibility, check the following as applicable: Delegator retains legal responsibility for core obligations

5. Term and Termination

5.1 Term. This Agreement shall commence on Delegation Start Date: and, unless earlier terminated in accordance with this Section, shall continue until Delegation End Date: .

5.2 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.

5.3 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 thirty (30) days after receipt of written notice specifying the breach.

6. Fees and Expenses

6.1 Unless otherwise agreed in writing, each party shall bear its own costs and expenses incurred in the performance of its obligations under this Agreement. Any compensation for Delegated Duties shall be set forth in a separate written instrument signed by both parties.

7. Confidentiality

7.1 Each party shall maintain the confidentiality of Confidential Information received from the other party and shall not disclose such information except as necessary to perform its obligations under this Agreement or as required by law. Confidential Information includes non-public business information, trade secrets and personal data relating to third parties.

7.2 The obligations in this Section shall survive termination of the Agreement for a period of three (3) years, or longer if required by law or by specific agreement of the parties.

8. Records; Audit Rights

8.1 Delegatee shall maintain complete and accurate records relating to the performance of Delegated Duties for a period of at least three (3) years following performance. Delegator or its authorized representative shall have the right, upon reasonable notice and during normal business hours, to inspect and audit such records to verify compliance.

9. Liability and Indemnification

9.1 Each party shall be liable for its own negligent acts or omissions and shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or in connection with such party's breach of this Agreement or its gross negligence or willful misconduct.

9.2 Notwithstanding the foregoing, the parties may agree below to a cap on direct liability (exclusive of liability for breach of confidentiality, willful misconduct and indemnities to third parties). Liability Cap:

10. Insurance

11. Compliance with Laws

11.1 Each party shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement, including those concerning privacy, data protection, employment, health and safety and export controls.

12. Assignment and Subdelegation

12.1 Delegatee shall not assign or subdelegate any portion of the Delegated Duties without the prior written consent of Delegator, which consent shall not be unreasonably withheld. Any permitted subdelegate shall be subject to the same duties, obligations and standards set forth in this Agreement.

13. Notices

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

14. Amendments; Waiver

14.1 This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

15. Governing Law; Venue

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

16. Entire Agreement; Severability

16.1 This Agreement, together with any exhibits or instruments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral.

16.2 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be severed and the remaining provisions shall remain in full force and effect.

17. Counterparts and Electronic Signatures

17.1 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be treated as original signatures for all purposes.

Sign Now