Business Action by Consent

BUSINESS ACTION BY CONSENT

Company Name:

WHEREAS

WHEREAS, the directors or members of the Company have determined that it is necessary and advisable for the Company to enter into and perform the obligations set forth in this Business Action by Consent to carry out Company business and operations;

WHEREAS, the action described herein involves authorizing the Company to enter into an agreement with: Other Party Name: (the "Counterparty") on the terms and conditions hereinafter set forth; and

WHEREAS, the undersigned, constituting all of the required consenting parties entitled to take such action without a meeting, desire to evidence and take such corporate action by unanimous written consent in lieu of a meeting pursuant to applicable organizational documents and law.

RESOLUTION

NOW, THEREFORE, IT IS HEREBY RESOLVED, that the Company is authorized to enter into and perform its obligations under an agreement titled: Agreement Title: (the "Agreement") with the Counterparty on substantially the terms set forth in this document and such further terms as the authorized officers deem necessary or appropriate; and

FURTHER RESOLVED, that the officers of the Company are authorized, empowered and directed to negotiate, execute and deliver the Agreement and any instruments and documents and to take such actions as they may deem necessary to effectuate the intent and purposes of these resolutions.

SCOPE OF WORK

PAYMENT TERMS

All payments are due as specified in the Payment Schedule. Interest on past due amounts shall accrue at the rate set forth in the Late Payment Fee provision above, and the Company retains all rights to recover collection costs, including reasonable attorneys' fees, to the extent permitted by law.

TERM AND TERMINATION

Effective Date: . Termination Date (if applicable): .

Either party may terminate the Agreement for material breach if the breaching party fails to cure such breach within the notice period specified above following written notice. Termination shall be without prejudice to any remedies for breaches occurring prior to termination.

CONFIDENTIALITY

Each party (the "Recipient") shall keep confidential all non-public, proprietary, or business information ("Confidential Information") disclosed by the other party (the "Discloser") in connection with this Agreement and shall not use such Confidential Information except to perform its obligations. Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without use of the Discloser's Confidential Information.

The Recipient shall take reasonable measures, at least as protective as those it uses to protect its own confidential information, to protect the Discloser's Confidential Information and shall not disclose such information to any third party except to its employees, agents or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

GOVERNING LAW

This Business Action by Consent and any Agreement entered into pursuant hereto shall be governed by and construed in accordance with the laws of the State of: , without regard to conflict of laws principles.

ENTIRE AGREEMENT

This document constitutes the entire agreement and understanding among the consenting 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 waiver of any provision shall be effective unless in writing signed by the authorized representatives of the parties.

CERTIFICATION OF CONSENT

The undersigned, constituting all of the required consenting parties of the Company, do hereby consent to and adopt the foregoing resolutions and direct that such resolutions be filed in the minute book of the Company.

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