Governance Communication Document

Governance Communication Document

This Governance Communication Document (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: with principal address , and Provider Name: with principal address .

Recitals

WHEREAS, Client requires a formalized governance communication framework to ensure timely, accurate notification and documentation of governance decisions, board determinations, policy amendments, and compliance matters; and

WHEREAS, Provider represents that it has the capabilities and professional expertise to prepare, manage and communicate governance information as described herein, and the parties wish to set forth their respective responsibilities and terms of engagement.

Scope of Work

Provider shall perform governance communication services as reasonably required by Client, which may include preparation of governance notices, summaries of board actions, coordination of stakeholder communications, regulatory reporting summaries, and routine status updates. Specific deliverables, formats, and frequencies are set forth below and may be amended in writing by the parties.

Payment Terms

As full compensation for the services described in this Agreement, Client shall pay Provider the fees and expenses set forth below. Fees are exclusive of applicable taxes unless otherwise stated.

If any undisputed amount remains unpaid more than days after the invoice due date, Client shall pay a late fee equal to on the overdue balance, or the maximum lawful rate, whichever is less. Provider may suspend performance after written notice for nonpayment.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement without cause upon prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public business, governance, financial and operational information disclosed by a disclosing party to the receiving party in connection with this Agreement. The receiving party shall: (a) not disclose Confidential Information to any third party except as expressly permitted herein; (b) use Confidential Information only to perform obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure no less than those used to protect its own confidential information. Confidentiality obligations do not apply to information that is (i) publicly available through no fault of the receiving party, (ii) rightfully received from a third party without restriction, (iii) independently developed by the receiving party without reference to Confidential Information, or (iv) required to be disclosed by law, provided the receiving party gives prompt notice to allow the disclosing party to seek protective relief.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for as long as the information qualifies as a trade secret.

Communications and Notices

All notices, requests, and other communications shall be in writing and delivered to the contacts below at the addresses provided. Notice given by electronic mail must be followed by a copy sent by mail within two business days unless the receiving party acknowledges receipt of the email.

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 law principles. The parties submit to the exclusive jurisdiction of state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

Entire Agreement

This Agreement, together with any written attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely effects the parties' original intent.

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