Board Trustee Agreement

BOARD TRUSTEE AGREEMENT

This Board Trustee Agreement (the Agreement) is made effective as of (Effective Date), by and between Organization Name: with principal address , and Trustee Name: , whose address is .

RECITALS

WHEREAS, the Organization is a duly organized entity that governs its affairs through a Board of Trustees and seeks to appoint qualified individuals to serve as Trustees with fiduciary responsibilities; and

WHEREAS, Trustee is willing to serve on the Organization’s Board of Trustees and to perform the duties set forth in this Agreement in accordance with applicable law and the Organization’s governing documents;

WHEREAS, the parties desire to set forth the terms and conditions of Trustee’s appointment, duties, compensation and other matters as provided below.

SCOPE OF WORK

Trustee shall perform all duties customary to Board trusteeship, including but not limited to attendance at regular and special meetings, participation on committees as requested, oversight of fiscal matters, and adherence to the Organization’s policies. Trustee acknowledges fiduciary duties of care, loyalty and obedience to the Organization’s charitable or corporate purposes.

COMPENSATION AND EXPENSES

Trustee shall be reimbursed for reasonable and documented out-of-pocket expenses incurred in the performance of duties upon submission of receipts in accordance with the Organization’s reimbursement policy. All compensation and reimbursements are subject to applicable withholding and reporting requirements.

TERM AND TERMINATION

Term: This Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Termination: Either party may terminate this Agreement without cause upon written notice delivered not less than days prior to the effective termination date. The Organization may terminate immediately for cause, including breach of fiduciary duty, gross negligence, willful misconduct, or material violation of Organization policies.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information provided to Trustee by the Organization, including financial records, donor lists, strategic plans, personnel information and other proprietary materials. Confidential Information does not include information that (i) is or becomes publicly available other than through Trustee’s breach of this Agreement; (ii) was rightfully in Trustee’s possession prior to disclosure; or (iii) is independently developed without use of the Organization’s Confidential Information.

Obligation: Trustee shall hold Confidential Information in strict confidence and shall not disclose, use, copy or permit access to Confidential Information except as necessary in the performance of Trustee’s duties. Trustee shall take reasonable measures to protect Confidential Information from unauthorized disclosure. Trustee acknowledges that breach of this clause may cause irreparable harm and that the Organization may seek injunctive relief in addition to damages.

CONFLICTS, INDEMNIFICATION, AND LIABILITY

Conflicts: Trustee shall promptly disclose any actual or potential conflict of interest to the Board and shall comply with the Organization’s conflict-of-interest policy. Trustee shall refrain from participating in deliberations or votes in which Trustee has a direct financial interest unless expressly permitted by the Board following disclosure.

Indemnification: To the fullest extent permitted by applicable law and the Organization’s governing documents, the Organization shall indemnify and hold harmless Trustee against reasonable expenses, liabilities and losses arising from actions taken in good faith within the scope of Trustee’s authority. Indemnification shall not apply to acts or omissions arising from Trustee’s gross negligence, willful misconduct, or knowing violation of law.

Limitation of Liability: Except for breaches of fiduciary duty arising from gross negligence or willful misconduct, neither party shall be liable for consequential, incidental or punitive damages arising out of this Agreement.

NOTICES

Notices shall be in writing and shall be deemed delivered upon receipt when sent by certified mail, nationally recognized overnight courier, or delivered personally to the parties at the notice addresses provided above or to such other address as a party may designate in writing.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Dispute Resolution: The parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved, the parties agree to submit the dispute to mediation prior to initiating litigation, provided that either party may seek interim injunctive relief in a court of competent jurisdiction.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any documents incorporated by reference and the Organization’s governing documents and policies, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements.

Amendment: This Agreement may be amended only by a written instrument signed by both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be binding.

ADDITIONAL PROVISIONS

Voting Trustee Non-voting Trustee

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