Board Meeting Signatures

Board Meeting Signatures and Business Agreement

Parties and Recitals

This Agreement is made by and between Company Name: and Service Provider Name: .

WHEREAS, the Board of Directors of the Company convened a duly noticed meeting on Meeting Date: to consider and approve entering into a services agreement with the Service Provider; and

WHEREAS, the Board determined that the engagement of the Service Provider on the terms and conditions set forth in this Agreement is in the best interests of the Company and authorized Company officers to execute this Agreement on behalf of the Company; and

WHEREAS, the parties wish to set forth the scope, compensation, and other terms under which the Service Provider will perform services for the Company and to memorialize the Board's approval of the transaction.

Scope of Work

The Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Deliverables, milestones, acceptance criteria, and any subcontracting permissions shall be set forth in writing and signed by both parties prior to commencement of associated work.

Payment Terms

Unless otherwise specified in the payment schedule, invoices are due within Payment Terms (days): days of invoice receipt. Payments shall be made in U.S. dollars unless the parties agree otherwise in writing.

Late Payment: Any undisputed amount not paid within the foregoing payment period shall accrue interest at a rate of Late Fee (percent): % per month (or the maximum lawful rate if less), plus all reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party no fewer than Notice Period (days): days prior to the effective date of termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

Confidentiality

Each party acknowledges that during performance it may receive Confidential Information from the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to its directors, officers, employees, contractors, legal counsel, or accountants who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information shall not include information that (i) is or becomes publicly known through no breach of this Agreement by the receiving party; (ii) is lawfully received from a third party without restriction; (iii) is independently developed by the receiving party; or (iv) is required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates with reasonable efforts to limit disclosure.

Board Meeting Details

Attendees

Use the fields below to record directors and officers present at the meeting. Presence of a majority of directors constitutes a quorum unless otherwise stated in the bylaws.

Board Certification

The undersigned certify that the foregoing minutes and resolutions are true and correct and that the actions reflected in this document were duly adopted at a meeting of the Board of Directors held in accordance with applicable law and the Company's governing documents. The Board hereby ratifies and approves execution of this Agreement and the transactions contemplated herein.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising out of or relating to this Agreement.

Entire Agreement

This Agreement, including all exhibits and written schedules expressly incorporated herein and any Board resolutions referenced above, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and representations, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely reflects the parties' original intent.

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