Business Board Kits

BUSINESS BOARD KITS AGREEMENT

This Business Board Kits Agreement ("Agreement") is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Client requires production, assembly and timely delivery of board meeting materials, briefing books and associated ancillary items (collectively "Board Kits") for the efficient conduct of Client's board and committee meetings; and

WHEREAS, Provider possesses the resources and expertise to prepare, package and deliver Board Kits in conformity with Client's specifications and confidentiality requirements; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Scope of Work

Provider shall prepare, assemble and deliver Board Kits in accordance with Client's specifications. Provider's obligations include production, quality review, secure packaging and delivery on the schedule set forth below. Specific deliverables, frequencies, and acceptance criteria are described in the Scope of Work field.

2. Kit Components

Provider will supply the following items as part of each Board Kit. Check items to be included and specify quantity per kit where applicable.

Board Book (bound) — Qty:

Agenda (single sheet) — Qty:

Financial Reports — Qty:

Confidential Enclosure (secured) — Qty:

Electronic Media (USB/Flash Drive) — Qty:

3. Delivery and Acceptance

Delivery Method: Electronic Physical courier Client pickup

Lead time for standard Kits: days prior to meeting date. Special rush requests may incur additional fees as set forth in Payment Terms.

4. Payment Terms

Total Fee per Kit or Meeting: $

Payment Schedule: One-time Per meeting Monthly retainer

Invoicing: Provider will invoice Client and payment is due within days of invoice date. Invoices shall itemize services, quantities and any reimbursable expenses.

Late Fee: Unpaid amounts shall accrue interest at the lesser of % per month or the maximum permitted by applicable law. Additionally, Client shall reimburse Provider for reasonable collection costs.

5. Term and Termination

Term Commencement Date:    Term End Date (if any):

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure within 15 days after receipt of written notice specifying the breach.

6. Confidentiality

Provider and Client acknowledge that Board Kits will contain confidential, proprietary and highly sensitive information related to Client's business and governance. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for performance of this Agreement; and (c) limit disclosure to employees, contractors or agents who need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information shall not include information that is or becomes generally available to the public other than by breach of this Agreement.

Upon termination or upon Client's written request, Provider shall return or securely destroy all Confidential Information and certify in writing that such destruction or return has occurred, except to the extent retention is required by law, in which case retained copies shall remain subject to confidentiality obligations.

7. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with performance under this Agreement. EXCEPT FOR A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER IN THE 12 MONTHS PRECEDING THE CLAIM.

8. Governing Law

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

9. Notices

Notices to Client:

Notices to Provider:

10. Entire Agreement; Amendments

This Agreement, together with any exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to Board Kits and supersedes all prior negotiations and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

11. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to a successor entity in connection with a sale of substantially all of its assets or business.

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