Business Grafted Board Template

BUSINESS GRAFTED BOARD AGREEMENT

This Business Grafted Board Agreement (the Agreement) is entered into as of by and between:

WHEREAS

WHEREAS, Company Name: seeks to establish a grafted advisory and oversight board (the Grafted Board) to provide strategic direction and fiduciary oversight with respect to certain business activities and initiatives described herein; and

WHEREAS, Administrator Name: has expertise in board administration and will assist in the formation, management, and operation of the Grafted Board in accordance with the terms of this Agreement.

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

1. SCOPE OF WORK

Administrator shall perform governance, administrative and advisory services to establish and operate the Grafted Board. The primary responsibilities include appointment coordination, meeting facilitation, record keeping, preparation of agendas and minutes, and implementation of board resolutions as adopted by the Grafted Board. The detailed scope is set forth below and constitutes a binding statement of work.

2. BOARD COMPOSITION AND MEETINGS

The Grafted Board shall be known as: and shall initially consist of members. Appointments, removal and replacement of members shall be conducted in accordance with the appointment procedures described in the scope of work. A quorum shall be a majority of sitting members unless otherwise agreed in writing.

3. PAYMENT TERMS

In consideration for Administrator's services, Company agrees to pay the fees set forth below.

All payments are due within days of invoice unless otherwise agreed in writing. Company shall reimburse Administrator for reasonable, pre-approved expenses incurred in connection with the performance of services, subject to documentation.

4. TERM AND TERMINATION

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate immediately for cause upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice.

5. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all nonpublic, proprietary or confidential information disclosed by a party to the other, whether oral, written, electronic or otherwise, including but not limited to strategic plans, financial information, customer lists, trade secrets, and board materials. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was in the receiving party's lawful possession prior to receipt from the disclosing party; (iii) is lawfully disclosed to the receiving party by a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to its employees, advisors or agents with a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) use Confidential Information solely for the performance of obligations under this Agreement. If disclosure is required by law or valid process, the receiving party will, to the extent permitted, give prompt written notice to the disclosing party and cooperate in any lawful effort to limit disclosure.

6. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any and all third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall promptly notify the indemnifying party of any claim and shall reasonably cooperate in the defense or settlement.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. Any dispute arising under or in connection with this Agreement shall be resolved in the state or federal courts located in that state, and each party expressly consents to the exclusive jurisdiction of such courts.

8. ENTIRE AGREEMENT

This Agreement, including all attachments and schedules referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other party, except that Company may assign to an affiliate or in connection with a sale of all or substantially all of its assets or equity. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

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