Business Board Approval Form

BUSINESS BOARD APPROVAL FORM

Meeting Date:    Time:    Location:

WHEREAS

WHEREAS, the Board of Directors of (the "Company") convened a duly called meeting to consider entering into a commercial relationship with (the "Counterparty"); and

WHEREAS, the proposed transaction consists of the procurement of goods and/or services described in the Scope of Work below and requires Board approval because it involves material expenditure or contractual obligation exceeding the Company's internal authorization thresholds; and

WHEREAS, after due consideration and upon recommendation of management, the Board has determined that approving the proposed engagement is in the best interests of the Company and its shareholders and is authorized by the Company's governing documents.

RESOLUTION OF APPROVAL

RESOLVED, that the form, terms and provisions of the agreement and related documents presented to the Board concerning the engagement of are hereby approved, and the Company's officers are authorized and directed to execute and deliver such documents and to take such further actions as may be necessary or advisable to carry out the intent of this resolution.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Amount: $    Deposit (if any): $

Payment Method:    Late Payment Fee:

TERM AND TERMINATION

Agreement Start Date:    Agreement End Date:

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" includes non-public business, technical, financial and strategic information. Each party shall (a) use Confidential Information only for the purposes of performing its obligations under this Agreement and (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that is publicly known through no fault of the receiving party or which is required to be disclosed by law, provided that the receiving party gives prompt notice of any compelled disclosure and cooperates reasonably with any efforts to limit such disclosure.

GOVERNING LAW

This Agreement and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This document, together with any schedules or exhibits expressly incorporated herein and any mutually executed definitive agreement referenced in this Board Approval Form, 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 oral or written. No amendment or waiver shall be effective unless in writing and signed by both parties.

BOARD CERTIFICATION

The undersigned hereby certify that the Board of Directors duly convened, that a quorum was present, and that the foregoing resolution was adopted by the affirmative vote required by the Company's governing documents and applicable law.

ADDITIONAL CONDITIONS

This Board Approval Form constitutes the Board's authorization to enter into the agreement on the material terms set forth herein. Execution of definitive documents and any material deviations from these terms must be submitted to the Board for separate approval.

Sign Now