Committee Agreement Form

Committee Agreement Form

This Committee Agreement (the "Agreement") is made as of by and between Organization Name: with principal place of business at (the "Organization"), and Committee Member Name: of (the "Member").

RECITALS

WHEREAS, the Organization has established a committee to be known as Committee Name: (the "Committee") for the purpose of advising on and overseeing matters described herein;

WHEREAS, the Organization desires to appoint the Member to serve on the Committee and the Member desires to accept such appointment subject to the terms and conditions of this Agreement;

WHEREAS, the parties intend that the Committee operate in accordance with the duties, governance and procedural rules set forth below;

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

1. APPOINTMENT AND TERM

1.1 Appointment. The Organization hereby appoints the Member to serve on the Committee commencing on and continuing for a term of unless earlier terminated in accordance with Section 8 of this Agreement.

1.2 Renewal. The term may be renewed by written agreement of the parties specifying the renewal period and any modified terms.

2. DUTIES AND RESPONSIBILITIES

2.1 Standard Duties. The Member shall diligently perform the duties customarily associated with membership on the Committee, including but not limited to: advising on strategy, attending scheduled meetings, reviewing materials in advance, participating in deliberations, and providing recommendations to the Organization's board or executive leadership.

2.2 Specific Responsibilities. The Member shall undertake the specific tasks described below and any additional tasks reasonably assigned by the Committee Chair or the Organization:

2.3 No Delegation. The Member shall not delegate material duties under this Agreement without the prior written consent of the Organization.

3. MEETINGS

3.1 Frequency. The Committee will hold meetings with frequency: . Special meetings may be called by the Committee Chair or the Organization as necessary.

3.2 Quorum. A quorum for the transaction of business shall be members. Action may be taken by majority vote of members present at a meeting at which a quorum is present.

4. COMPENSATION AND EXPENSES

4.1 Compensation. The Member shall be compensated as follows (if any): Compensation provided. If compensation is provided, amount:

4.2 Reimbursement. The Organization will reimburse the Member for reasonable, documented expenses incurred in the performance of Committee duties subject to any limit of per occurrence and in accordance with the Organization's expense policies.

5. CONFIDENTIALITY

5.1 Confidential Information. The Member acknowledges that in the course of service the Member will receive Confidential Information. The Member agrees to hold all Confidential Information in strict confidence and not to disclose or use such information except as necessary to perform obligations under this Agreement.

5.2 Duration. The confidentiality obligations set forth in this Section shall survive termination of this Agreement for a period of .

6. CONFLICT OF INTEREST

6.1 Disclosure. The Member shall promptly disclose in writing to the Committee Chair and the Organization any actual or potential conflict of interest that may impair the Member's impartiality. Disclosure shall be made within of the Member's knowledge of the conflict.

6.2 Remedies. Upon disclosure, the Organization may take such steps as it deems appropriate, including requiring recusal from related deliberations or removing the Member from the Committee under Section 8.

7. RECORDS AND REPORTING

7.1 Minutes and Records. The Committee shall cause minutes to be kept of all meetings and shall supply minutes and any reports to the Organization in a timely manner. The Member shall cooperate in the preparation of any required reports.

7.2 Reports. The Member shall submit required reports or deliverables on or before: .

8. REMOVAL; RESIGNATION; REPLACEMENT

8.1 Removal. The Organization may remove the Member for cause or for any reason upon providing days' prior written notice.

8.2 Resignation. The Member may resign by delivering written notice to the Organization at least days prior to the effective date of resignation.

8.3 Replacement. Upon vacancy, the Organization may appoint a replacement member in its sole discretion.

9. INDEMNIFICATION

9.1 Indemnity by Organization. To the fullest extent permitted by law, the Organization shall indemnify and hold harmless the Member from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or relating to the performance of Committee duties, except to the extent resulting from the Member's gross negligence, willful misconduct or breach of this Agreement.

10. GOVERNING LAW

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

11. NOTICES

Notices to Organization

Notices to Member

12. AMENDMENTS; WAIVER; ENTIRE AGREEMENT; SEVERABILITY

12.1 Amendments. This Agreement may be amended only by a written instrument executed by both parties.

12.2 Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

12.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

12.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. MISCELLANEOUS

13.1 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

13.2 Independent Contractor. The Member serves as an independent contractor for the purposes of this Agreement and is not an employee, partner, or agent of the Organization. The Member shall have no authority to bind the Organization except as expressly provided in this Agreement.

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