Business Approvals Document

Business Approvals Document

Requesting Party Name:    Requesting Party Address:

Approving Party Name:    Approving Party Address:

WHEREAS

WHEREAS, the Requesting Party seeks formal approval from the Approving Party for the business action described in this document, including associated expenditures, commitments, and obligations; and

WHEREAS, the Approving Party has authority and responsibility to review, condition, approve, or deny such requests in accordance with the Approving Party's internal policies and the terms set forth below; and

WHEREAS, the parties intend for this Business Approvals Document to constitute a binding agreement governing the approval process, required actions, and the legal obligations arising from approved activities.

Scope of Work

Approvals Required

Indicate the internal approvals required for this action. Check all that apply and specify any required resolution or authorization number where applicable.

Board Approval Required    Resolution/Reference No.:

Finance Department Approval Required    Budget Code:

Legal Department Clearance Required    Legal Review Reference:

Payment Terms

Payment Amount (if applicable):

Late Payment Fee: % per month    Grace Period: days

All payments are due net of any withholding taxes unless otherwise stated. Invoices shall be accompanied by supporting documentation as reasonably requested by the Approving Party.

Term and Termination

Effective Date:    Termination Date (if any):

Either party may terminate this approval for convenience upon providing written notice to the other party no fewer than prior to the intended termination date.

Termination for Cause: Either party may terminate this Document immediately upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice thereof.

Confidentiality

Each party acknowledges that in connection with the approval process one party may disclose Confidential Information to the other. "Confidential Information" means non-public information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The receiving party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) use Confidential Information solely to exercise rights and perform obligations under this Document; and (c) not disclose Confidential 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 protective than those herein.

The obligations in this section shall survive termination or expiration of this Document for a period of three (3) years, except with respect to trade secrets, which shall remain protected for as long as the information maintains trade secret status under applicable law.

Governing Law

This Document shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the courts located in that State for any dispute arising out of or relating to this Document.

Representations and Certifications

Each party represents and warrants that it has full corporate power and authority to enter into this Document, that the person signing on its behalf is duly authorized to bind such party, and that the execution and performance of this Document will not violate any agreement or law applicable to it.

Entire Agreement

This Document, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Notices under this Document shall be in writing and delivered to the addresses set forth above or such other address as either party may provide in writing. Notices shall be deemed given upon personal delivery, three (3) days after deposit in the U.S. mail (first-class, postage prepaid), or one (1) day after deposit with a nationally recognized overnight carrier.

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