Pooler Agreement

POOLER AGREEMENT

This Pooler Agreement ("Agreement") is entered into as of Effective Date: , by and between the parties identified above.

RECITALS

WHEREAS, Party A operates as a pooler, coordinating the aggregation of resources, assets or services for the benefit of multiple recipients in accordance with procedures set forth herein; and

WHEREAS, Party B wishes to engage Party A to pool specified resources and to deliver pooled services or distributions under the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their respective duties, payment obligations, confidentiality protections and dispute resolution procedures.

SCOPE OF WORK

Party A shall perform pooling services as described below, including collection, aggregation, allocation and distribution of pooled resources and the administrative tasks reasonably necessary to effectuate the pooling activities. Party A shall act in good faith and in a commercially reasonable manner in carrying out such services.

PAYMENT TERMS

In consideration of the services provided by Party A, Party B shall pay Party A in accordance with the schedule and amounts set forth below. All fees are exclusive of taxes unless otherwise stated.

Late payments shall accrue interest at the following rate: % per month, or the maximum amount permitted by applicable law, whichever is less. Party A may suspend performance for unpaid amounts following written notice of delinquency and a period of days.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure within 15 days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party to the other in connection with this Agreement, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party agrees: (a) to hold Confidential Information in strict confidence; (b) not to use Confidential Information except to perform its obligations under this Agreement; and (c) not to disclose Confidential Information to any third party except to employees or contractors on a need-to-know basis who are bound by obligations no less protective than those set forth herein.

Exceptions: Confidential Information does not include information that: (i) is or becomes generally available to the public through no wrongful act of the receiving party; (ii) was in the receiving party's possession prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information. A party may disclose Confidential Information to the extent required by law, provided the disclosing party gives prompt written notice and cooperates to seek confidential treatment or a protective order.

INSURANCE; INDEMNIFICATION; LIMITATION OF LIABILITY

Party A shall maintain commercially reasonable insurance coverage appropriate to the nature of the pooling activities. Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's negligence, willful misconduct or material breach of this Agreement, subject to applicable law.

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability to the other under this Agreement shall exceed the total amount of fees paid or payable to Party A hereunder in the 12 months immediately preceding the claim.

RECORDS, AUDIT AND COMPLIANCE

Party A shall keep accurate books and records relating to pooling activity and payments for a period of at least three years from the date of any transaction. Party B or its authorized representative may audit those records upon reasonable prior notice and during normal business hours, provided such audits do not unreasonably disrupt Party A's business. Findings that materially affect invoicing shall be resolved by adjustment to the next payment cycle.

NOTICES

All notices under this Agreement must be in writing and sent to the notice addresses provided above or to another address designated in writing by a party. Notices are effective upon delivery by certified mail, courier, or electronic delivery with confirmation.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly through negotiation. If negotiation fails, disputes shall be resolved by binding arbitration conducted in the governing state, unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings, written or oral. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any subsequent breach. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, or agency relationship except as expressly set forth.

Sign Now