Miscellaneous AOR Template

MISCELLANEOUS AOR TEMPLATE

This Authorization of Representation and General Business Agreement (the "Agreement") is made and entered into as of by and between Client Name: and Agent Name: .

WHEREAS

WHEREAS, Client desires to appoint Agent as its Agent of Record to perform certain services and to act on Client's behalf in matters described in this Agreement; and

WHEREAS, Agent represents that it possesses the experience, qualifications, and authority to perform the services described below and is willing to accept appointment subject to the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. APPOINTMENT; AUTHORITY

Client hereby appoints Agent as Client's Agent of Record for the purposes set forth in Section 2. Agent accepts such appointment and is authorized to act on behalf of Client to the extent reasonably necessary to perform the services described in this Agreement, subject to any limitations set forth herein. Agent's authority shall be limited to those matters expressly delegated in writing and shall not include the right to bind Client to any obligation outside the scope of this Agreement without Client's prior written consent.

2. SCOPE OF WORK

Agent shall perform the services in a professional manner consistent with industry standards. Agent shall promptly report to Client on the status of matters undertaken and shall obtain Client's written approval before incurring any material expense or entering any commitment on behalf of Client beyond those described in the written scope.

3. PAYMENT TERMS

All fees are due in accordance with the payment schedule. Any payment not made when due shall accrue interest at the rate specified above and Client shall be responsible for reasonable costs of collection, including attorneys' fees and court costs.

4. TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided in this Section.

Either party may terminate this Agreement for convenience upon providing the other party with the written notice specified above. Termination for cause may be effected immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 14 days after receipt of written notice thereof.

5. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written, or electronic, that is designated confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, contractors, or advisors who have a need to know and who are bound to protect such information consistent with this Agreement.

The obligations set forth in this Section shall not apply to information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure by the disclosing party; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed without use of Confidential Information. If disclosure is required by law or by a valid order of a court or governmental authority, the receiving party shall provide prompt written notice to the disclosing party and reasonably cooperate with the disclosing party to seek protective measures.

6. INDEMNIFICATION

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnitor's gross negligence, willful misconduct, or material breach of this Agreement. This indemnification obligation will survive termination of this Agreement.

7. NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, by certified mail (return receipt requested), or by a nationally recognized overnight courier, to the addresses set forth above or such other address as either party may designate by notice in accordance with this Section.

8. GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver of any breach shall constitute a waiver of any other or subsequent breach. The parties acknowledge that each has had the opportunity to consult independent counsel and that this Agreement shall be construed fairly and not strictly for or against any party.

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