Business Governance Template

BUSINESS GOVERNANCE AGREEMENT

This Business Governance Agreement ("Agreement") is made and entered into as of by and between Company Name: and Governance Advisor: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Company operates a business engaged in the provision of its stated goods and services and desires to establish corporate governance structures, policies and procedures that provide clarity of authority, fiduciary responsibilities and decision-making protocols; and

WHEREAS, Governance Advisor has experience and expertise in advising on governance frameworks, board composition, committee charters and governance best practices and is willing to provide governance advisory services to Company under the terms of this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to governance services, including scope, compensation, confidentiality and dispute resolution.

SCOPE OF WORK

Governance Advisor shall provide advisory services as reasonably requested by Company, including but not limited to: drafting or revising board bylaws and committee charters; recommending board composition and director qualifications; developing meeting agendas and governance calendars; advising on fiduciary duties and conflict-of-interest protocols; and assisting with governance-related documentation and training.

BOARD STRUCTURE, MEETINGS & VOTING

The Parties agree that governance recommendations shall address board size, committee structure, meeting cadence and voting requirements. Company intends to consider the Advisor's recommendations in good faith and implement reasonable measures consistent with applicable laws and the Company's governing documents.

PAYMENT TERMS

As consideration for the services provided under this Agreement, Company shall pay Governance Advisor the fees set forth below in accordance with the schedule provided. All amounts are exclusive of applicable taxes unless otherwise required by law.

TERM AND TERMINATION

This Agreement shall commence on and continue until unless earlier terminated pursuant to this Section.

Either Party may terminate this Agreement for material breach by the other Party that remains uncured thirty (30) days following written notice of such breach, or immediately for cause in the event of gross negligence, willful misconduct, fraud or material violation of law.

CONFIDENTIALITY

The Parties acknowledge that in the course of performance they may receive Confidential Information of the other Party. "Confidential Information" means non-public business, financial, technical or strategic information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

Each Party shall (a) use Confidential Information only for the purposes of performing its obligations under this Agreement, (b) restrict disclosure to those employees, agents and advisors with a need to know, and (c) protect Confidential Information with at least the same degree of care it uses to protect its own similar confidential information, but no less than reasonable care. Confidential Information shall not include information that becomes public other than by breach of this Agreement or is independently developed without use of the other Party's Confidential Information.

CONFLICTS OF INTEREST

Governance Advisor represents that it has disclosed to Company all material conflicts of interest known to it as of the Effective Date. The Advisor shall promptly disclose any material conflict that arises during the Term. Upon disclosure, the Parties will use reasonable efforts to resolve or manage the conflict consistent with fiduciary duties, applicable law and the Company's conflict protocols.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising from its gross negligence, willful misconduct or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

AMENDMENT; WAIVER

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

GOVERNING LAW

This Agreement 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 Agreement (including any schedules and exhibits executed by the Parties) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written.

NOTICES

Notices under this Agreement shall be delivered in writing and deemed given when delivered by hand, by nationally recognized overnight courier, or five (5) days after deposit in the U.S. mail, postage prepaid, to the addresses set forth above or to such other address as a Party may designate by notice in accordance with this Section.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture or employment relationship.

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