Draft Board Proposal

Draft Board Proposal

Proposal Header

Recitals

WHEREAS, the Board identified a need to consider the matter described in this proposal for the purpose of furthering the Board's statutory and fiduciary responsibilities; and

WHEREAS, Proposer: represents that the attached scope, budget, and analysis are accurate to the best of their knowledge and that the Board's approval is sought to authorize implementation as described herein; and

WHEREAS, the Board: has authority under its bylaws and applicable law to approve the actions contemplated by this proposal.

Purpose

The purpose of this proposal is to obtain formal Board approval to:

Scope of Work

The proposer will perform the following tasks and deliverables. The description below must be sufficiently detailed to permit Board evaluation and, if approved, to permit contract formation or administrative implementation.

Financial Impact and Payment Terms

Estimated total cost to the organization:

Late payment and remedies: If payment is not received within days of invoice, a late fee of % per month shall accrue on the outstanding balance, or the maximum lawful rate if lower. All other remedies at law or equity are preserved.

Term and Termination

Term start date: . Term end date: .

Either party may terminate 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 material breach if the breaching party fails to cure within 30 days after written notice of breach, or immediately in the event of insolvency or a comparable event.

Confidentiality

The parties acknowledge that, in connection with this proposal and any resulting engagement, each may receive Confidential Information. For purposes of this proposal, "Confidential Information" means non-public information disclosed in any form that is identified as confidential or that, given the nature of the information, a reasonable person would understand to be confidential.

Each party agrees (a) to hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but not less than a reasonable degree of care; (b) not to disclose Confidential Information to any third party except to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) not to use Confidential Information except to perform obligations under this proposal or any resulting agreement.

Confidentiality period: years from the date of disclosure, except for information that qualifies as a trade secret under applicable law, which shall be protected for so long as it remains a trade secret.

Compliance and Approvals

The proposer represents that the activities and costs set forth herein comply with applicable statutory, regulatory, and internal policy requirements and that any required internal approvals, permits, or clearances will be obtained prior to expenditure of funds or commencement of activities.

Scope of Work Appendix
Budget / Cost Breakdown
Legal / Compliance Memo
Other (describe below)

Governing Law; Entire Agreement

This proposal and any resulting agreement shall be governed by and construed in accordance with the laws of: , without regard to conflict of law principles. Any dispute arising out of this proposal shall be resolved in the appropriate state or federal courts located within that jurisdiction.

This document constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, and communications, whether oral or written. Any modification of this proposal must be in writing and signed by authorized representatives of the parties.

Certification

By signing below, the signer certifies that they are authorized to submit this proposal, that the statements and representations contained herein are true and correct to the best of their knowledge, and that approval by the Board will authorize the actions described in this proposal subject to the terms herein.

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