Board Meeting Papers

BOARD MEETING PAPERS AND SERVICES AGREEMENT

This Board Meeting Papers and Services Agreement ("Agreement") is entered into as of by and between:

Client Name:

Service Provider Name:

Whereas

WHEREAS, Client desires to engage Provider to prepare, assemble and deliver board meeting papers, agendas and minutes (the "Materials") in connection with periodic meetings of Client's board of directors; and

WHEREAS, Provider represents that it has the experience and resources necessary to prepare the Materials and perform related services in accordance with the terms set forth in this Agreement; and

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

Scope of Work

Agenda Board Book Draft Minutes

Payment Terms

Any amount not paid when due shall bear interest at the lesser of (a) or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in collecting overdue amounts.

Term and Termination

Term Commencement Date: . Term End Date (if applicable): .

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate for cause upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all Services performed and reimbursable expenses incurred through the effective date of termination, and Provider shall deliver to Client all completed and in-progress Materials prepared up to the termination date.

Confidentiality

Each party (the "Recipient") shall hold in confidence and shall not disclose to any third party any non-public information or materials furnished by the other party (the "Discloser") in connection with this Agreement, including board materials, minutes, financial schedules and any information designated as confidential. Confidential information does not include information that (i) is or becomes publicly available through no act or omission of Recipient; (ii) was rightfully in Recipient's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Recipient without use of Discloser's confidential information.

Recipient shall use Confidential Information solely for the purpose of performing its obligations under this Agreement and shall take reasonable measures to protect such information from unauthorized disclosure. If Recipient is required by law or regulation to disclose Confidential Information, Recipient shall provide prompt written notice to Discloser and cooperate with Discloser in any effort to obtain confidential treatment or a protective order.

Board Materials Delivery and Approval; Minutes

Provider shall deliver draft Materials to Client no later than days prior to the scheduled meeting, unless otherwise agreed in writing. Client shall provide comments or approval within days of delivery.

Records, Ownership and Retention

All Materials, including drafts and final minutes, prepared by Provider under this Agreement shall be the property of Client upon full payment. Provider may retain a copy for its records in accordance with applicable record retention requirements. Provider shall maintain professional records in a secure manner and shall not dispose of original materials without Client's prior written authorization.

Indemnification and Limitation of Liability

Each party shall defend, indemnify and hold harmless the other party from and against any third-party claims arising from its gross negligence or willful misconduct in the performance of this Agreement. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES.

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 by negotiation prior to initiating any litigation.

Entire Agreement; Amendment

This Agreement, including any attached exhibits and written statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the addresses specified below or to such other address as a party may designate in writing.

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