Business Agreement Resolution

BUSINESS AGREEMENT RESOLUTION

This Business Agreement Resolution is adopted by the Board of Directors (or equivalent governing body) of: Company Name: on this date: Month: Day: Year: .

WHEREAS

WHEREAS, the Company has been presented with a proposed agreement titled: Agreement Name: , between the Company and Counterparty: , which sets forth obligations for the provision of goods and/or services described herein; and

WHEREAS, the Board has reviewed the principal commercial and legal terms of the proposed agreement and has determined that it is in the best interests of the Company to authorize execution of the agreement and performance of obligations thereunder in accordance with the terms and conditions set forth in this resolution.

RESOLUTION

NOW, THEREFORE, BE IT RESOLVED that the officers of the Company be, and each of them hereby is, authorized and directed to negotiate, finalize, execute, deliver and perform the Agreement on behalf of the Company, and to take such other actions as they deem necessary or desirable to effectuate the terms of the Agreement, subject to the Scope of Work, Payment Terms, Term and Termination and other provisions set forth below.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Amount: . Payment shall be made in accordance with the schedule and milestones described below.

Late Payment Fee: . Late fees are cumulative and calculated on outstanding amounts from the due date until paid in full.

TERM AND TERMINATION

Term Commencement Date: Month: Day: Year: .

Term Expiration Date: Month: Day: Year: .

Either party may terminate this Agreement for cause upon a material breach by the other party that remains uncured for Notice Period: following written notice. Termination for convenience by either party requires prior written notice equal to Notice Period: unless otherwise agreed in writing.

CONFIDENTIALITY

Each party acknowledges that during performance it may receive or have access to Confidential Information of the other party. For purposes of this Agreement, "Confidential Information" includes non-public business, technical and financial information disclosed in written, electronic or oral form. The receiving party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations survive termination for a period of unless otherwise required by law.

GOVERNING LAW

This Agreement and the interpretation, performance and enforcement of the rights and obligations of the parties shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Resolution and the Agreement (including all exhibits and attachments) contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations, whether written or oral. Any amendment or modification must be in writing and signed by duly authorized representatives of both parties.

BOARD CERTIFICATION

I hereby certify that the foregoing Resolution was duly adopted by a majority of the Board of Directors (or equivalent governing body) of the Company by vote at a meeting duly called and held, or by unanimous written consent, in accordance with the Company's governing documents and applicable law on the date set forth below.

Adoption Date: Month: Day: Year: .

The undersigned certifies under penalty of perjury that the foregoing is a true and correct copy of the Resolution duly adopted by the governing body of the Company and that the signer is duly authorized to certify the same.

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