Board Meeting Joint Document

BOARD MEETING JOINT DOCUMENT

Entity One Name:

Entity Two Name:

Meeting Date:    Meeting Time:

Recitals

WHEREAS, Entity One and Entity Two (collectively, the "Parties") each convened their respective boards and determined that certain joint action is necessary to advance the Parties' mutual objectives as described in this document; and

WHEREAS, the Parties wish to memorialize joint board authorization for the Scope of Work, Payment Terms, and related governance and confidentiality obligations set forth below, and to authorize designated officers to execute implementing documents and take such actions as necessary to give effect to this joint resolution; and

WHEREAS, the Parties intend that this document constitute a binding agreement between them with respect to the matters set forth herein and that the representations and authorizations contained herein be relied upon by contractors, service providers, and financial institutions as appropriate.

Scope of Work

The Parties agree to undertake the joint activities and deliverables described below. The Parties acknowledge that the Scope of Work may be implemented through one or more contracts executed pursuant to the authorities granted by this document.

Resolutions Adopted

The following actions were proposed and approved by the respective boards of the Parties at the meeting referenced above:

Approve and adopt the Scope of Work as described in this document.

Authorize designated officers to negotiate, finalize, and execute all agreements, statements of work, and ancillary documents necessary to effectuate the Scope of Work.

Authorize payments and budget transfers as set forth in the Payment Terms section below.

Payment Terms

The Parties agree the financial obligations related to the Scope of Work shall be allocated and paid as provided in this section. Invoices shall be issued to the responsible Party as designated in each implementing contract and payments shall be made in accordance with the schedule below.

Unless otherwise agreed in a written implementing agreement, invoices are due within 30 days of receipt. Disputed amounts must be notified in writing within 15 days of receipt of an invoice; undisputed portions remain payable when due. Late payments shall accrue the Late Payment Fee set forth above and the defaulting Party shall reimburse reasonable collection costs and attorneys' fees incurred by the non-defaulting Party.

Term and Termination

This Joint Document becomes effective as of Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Joint Document for convenience upon written notice to the other Party delivered at least days prior to the effective date of termination. Either Party may terminate for material breach by the other Party if such breach is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve either Party of payment obligations accrued prior to the effective date of termination.

Survival: Provisions that by their nature should survive termination, including but not limited to Payment Terms, Confidentiality, Indemnities, and Governing Law, shall survive termination or expiration of this Joint Document.

Confidentiality

Each Party shall treat as confidential all non-public information disclosed by the other Party in connection with this Joint Document ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes generally available to the public through no fault of the receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided that the receiving Party gives prompt written notice to the disclosing Party and cooperates with reasonable efforts to obtain protective relief.

Each Party shall use Confidential Information only for the purposes of performing its obligations under this Joint Document and shall limit disclosure to those officers, directors, employees, contractors, and advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Governing Law

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

Entire Agreement

This Joint Document, together with any attachments or implementing agreements executed pursuant to the authorities granted herein, constitutes the entire agreement between the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous oral and written agreements and understandings between the Parties relating to the same subject matter. No amendment or modification of this Joint Document shall be binding unless made in writing and signed by authorized representatives of both Parties.

Certification of Minutes

The undersigned certify that the foregoing constitutes the actions duly taken at a meeting of the respective boards of the Parties, at which a quorum was present and acting throughout, and that these actions are within the powers of each Party and consistent with applicable governing documents and law.

Attachments

The following documents are attached and incorporated by reference as part of this Joint Document: (list attachments)

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