Governance Draft Template

GOVERNANCE DRAFT TEMPLATE

This Governance Draft Agreement (the Agreement) is entered into as of Effective Date: between Client Name: and Consultant Name: .

WHEREAS

WHEREAS, the Client requires the preparation, drafting and refinement of governance documents, policies, and related implementation guidance for corporate or organizational governance (the Services); and

WHEREAS, the Consultant has the professional experience and expertise to prepare governance frameworks, bylaws, board charters, committee mandates, and ancillary governance instruments, and is willing to provide such Services to the Client on the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

SCOPE OF WORK

1. Services. The Consultant shall provide professional drafting, editing and advisory services to produce governance instruments as requested by the Client. Deliverables may include, without limitation, bylaws, board charters, committee terms of reference, conflict-of-interest policies, and implementation notes. The Consultant will perform the Services in a timely, professional manner consistent with industry standards and applicable law.

2. Revisions and Acceptance. The Consultant will provide up to rounds of reasonable revisions to each deliverable. Deliverables shall be deemed accepted by the Client upon written acceptance or upon no written objection within calendar days after delivery.

PAYMENT TERMS

3. Fees. As full compensation for the Services, the Client shall pay the Consultant a fee in the amount of $ (Total Fee), subject to the schedule below.

4. Deposit. The Client shall pay a deposit of $ upon execution of this Agreement, which will be credited against the Total Fee.

5. Invoicing and Payment Terms. Consultant shall invoice the Client in accordance with the payment schedule. Each invoice is due and payable within days of receipt. Late payments shall accrue interest at (Late Fee), plus reasonable costs of collection.

TERM AND TERMINATION

6. Term. The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

7. Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective date of termination. Upon termination, the Consultant shall deliver all work product and the Client shall pay for Services performed and expenses incurred through the effective date of termination.

8. Termination for Cause. Either party may terminate immediately for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

9. Definition. "Confidential Information" means non-public information disclosed orally or in writing by either party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including draft governance documents, internal policies, strategic planning material, and board materials.

10. Obligations. The receiving party shall (a) hold Confidential Information in confidence and take reasonable measures to protect it; (b) use Confidential Information solely for the performance of this Agreement; and (c) not disclose Confidential Information to any third party except to employees, affiliates or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

11. Exceptions; Return. Confidential Information shall not include information that is or becomes publicly available other than through the receiving party's breach, that is already known by the receiving party without obligation of confidentiality, or that is rightfully received from a third party without restriction. Upon termination or written request, the receiving party shall promptly return or destroy Confidential Information and certify such destruction.

12. Duration. The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets where protection continues for so long as such information qualifies as a trade secret under applicable law.

INTELLECTUAL PROPERTY; WARRANTIES; LIABILITY

13. Ownership. Subject to full payment of all amounts due under this Agreement, the Consultant assigns to the Client all right, title and interest in and to the final deliverables prepared specifically for the Client under this Agreement. The Consultant retains the right to use general skills, knowledge and non-confidential methodologies learned or developed in the course of performance.

14. Warranties. The Consultant warrants that the Services will be performed in a professional manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND THE CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

15. Limitation of Liability. Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability for claims arising out of or related to this Agreement shall not exceed the Total Fee paid by the Client to the Consultant under this Agreement. Neither party shall be liable for consequential, incidental, special, or punitive damages.

GENERAL PROVISIONS

16. Independent Contractor. Consultant is an independent contractor and not an employee, agent or legal representative of the Client. Consultant shall be responsible for all taxes and withholdings related to the compensation paid hereunder.

17. 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.

18. Dispute Resolution. The parties shall first attempt to resolve any dispute arising out of this Agreement through good faith negotiations. If unresolved, the parties agree to submit the dispute to mediation before pursuing litigation. Nothing herein prevents either party from seeking injunctive or equitable relief where appropriate.

19. Entire Agreement. This Agreement, including any attachments or schedules executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment must be in writing and signed by both parties.

20. Notices. Any notice required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing.

SIGNATURES

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