Business Board Package

BUSINESS BOARD PACKAGE

Parties and Package Metadata

Effective Date:

Recitals

WHEREAS, Service Provider has expertise in preparing corporate board materials, drafting resolutions, and organizing board meetings; and

WHEREAS, Client requires a complete Business Board Package for the board of directors that includes notices, agendas, board books, draft resolutions, and minutes; and

WHEREAS, the parties desire to set forth the terms under which Service Provider will prepare, deliver, and, if requested, attend the board meeting to assist in implementation of the package.

Scope of Work

Service Provider will provide the following services to Client as part of the Business Board Package. The scope below describes deliverables, timelines, and acceptance criteria. Additional services requested by Client beyond this scope will be treated as change orders subject to additional fees.

Deliverables Checklist

For each selected deliverable below, Service Provider will prepare the listed material and deliver it in the agreed format and timeframe.

Board Meeting Notice — Due by:

Agenda — Due by:

Board Book / Meeting Materials — Due by:

Draft Resolutions and Consents — Due by:

Draft Minutes — Due by:

Payment Terms

Client agrees to pay Service Provider the fees and reimbursements described below in consideration for the services under this Business Board Package.

Invoices are due in accordance with the Payment Schedule. Unpaid amounts shall accrue interest at the Late Payment Fee rate above and Client shall reimburse Service Provider for all reasonable costs of collection, including attorneys' fees. Fees do not include applicable taxes or third-party charges unless expressly stated.

Term and Termination

This Agreement begins on the Start Date and, unless earlier terminated in accordance with this Agreement, continues until the End Date or until delivery and final acceptance of all deliverables, whichever occurs later.

Start Date:     End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified above after written notice. Termination does not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party shall hold in confidence all non-public information disclosed by the other party in connection with this Agreement and shall not use or disclose such information except as necessary to perform the obligations of this Agreement or as required by law. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party, or information lawfully obtained from a third party without restriction.

Ownership; Use of Deliverables

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, perpetual license to use the final board materials delivered under this Agreement for Client's internal corporate purposes. Service Provider retains ownership of drafts, templates, methodologies, and underlying intellectual property not expressly transferred herein. Client may not distribute materials to third parties except as required for the conduct of board business.

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.

Entire Agreement; Amendments

This Agreement, including the attached Scope of Work and any written change orders signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. Any modification must be made in writing and signed by authorized representatives of both parties.

Board Meeting Logistics & Contacts

Acceptance and Reliance

Client will have a reasonable period following delivery to review and accept the deliverables. Acceptance shall not be unreasonably withheld. Service Provider has relied upon Client-furnished information and representations; Client warrants that it has authority to provide such information and authorizes Service Provider to rely on it for the preparation of board materials.

Notices

Notices under this Agreement must be in writing and delivered to the addresses listed in the Parties section or to such other address as a party may designate in writing. Delivery by email is permitted for scheduling and drafts but is not effective for notices of material breach or termination unless acknowledged.

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