Legal CDA Resolution Form

LEGAL CDA RESOLUTION FORM

This Corporate Resolution is adopted by Company Name: , an entity of Entity Type: organized under the laws of State of Formation: . At a meeting held on Meeting Date: , the Board of Directors considered execution of a Confidential Disclosure Agreement ("CDA") with Counterparty Name: for the purpose described below.

RECITALS

WHEREAS, the Company possesses confidential, proprietary and trade secret information that the Board deems necessary to protect through a Confidential Disclosure Agreement in connection with the Counterparty's evaluation of a potential business relationship;

WHEREAS, the proposed CDA will restrict use and disclosure of Confidential Information, require return or certified destruction of materials, and impose limited liabilities and remedies;

WHEREAS, the Board has reviewed the principal commercial terms and desires to authorize designated officers to finalize and execute the CDA on behalf of the Company subject to the limitations set forth in this Resolution;

NOW, THEREFORE, BE IT RESOLVED that the Board adopts the following resolutions and authorizations:

1. AUTHORIZATION

The officers of the Company are authorized and directed to negotiate, finalize, execute and deliver on behalf of the Company a Confidential Disclosure Agreement with Counterparty Name: on such terms as they deem necessary or advisable, provided that the term of the CDA shall not exceed Term (years): and the maximum aggregate liability under the CDA shall not exceed Maximum Liability (USD): without further approval of the Board.

2. DEFINITIONS AND MATERIAL TERMS

For purposes of this Resolution and the CDA, "Confidential Information" means non-public information, whether written, oral, electronic or other form, related to the Company's business, operations, technology, products, services, financial condition and strategic plans. The CDA shall require the receiving party to: (a) hold Confidential Information in confidence and not disclose it except as permitted; (b) use Confidential Information solely for the permitted purpose; (c) return or certify destruction of Confidential Information upon request; and (d) limit permitted disclosures to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations.

3. LIMITATIONS ON AUTHORITY

No officer shall execute a CDA that includes indemnities, liquidated damages, or recurring payment obligations beyond the monetary limits specified in this Resolution absent prior express authorization by the Board. Any material deviation from the principal terms or the inclusion of unusual indemnity or warranty obligations must be submitted to the Board for approval.

4. EXECUTION, DELIVERY AND FURTHER ACTIONS

Authorized Officer Name: , Title: , is authorized to execute and deliver the CDA and to sign any and all documents, amendments, instruments and certificates and to take all actions as such officer deems necessary or appropriate to carry out the foregoing resolutions.

5. RATIFICATION

All actions previously taken by any officer or director of the Company in connection with the CDA are hereby ratified, confirmed and approved in all respects.

6. NOTICES

Notices under this Resolution and under the CDA shall be addressed as follows:

7. GOVERNING LAW; OTHER PROVISIONS

Governing Law: The CDA and this Resolution shall be governed by and construed in accordance with the laws of State of Governing Law: , without regard to conflict of law principles. Entire Agreement: This Resolution constitutes the entire corporate action with respect to the matters addressed herein. Severability: If any provision is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Amendments and Waiver: No amendment or waiver shall be effective unless in writing and executed by the Board or its authorized representatives. Counterparts: This Resolution may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

8. CERTIFICATION OF SECRETARY

I, Secretary Name: , certify that I am the duly elected and acting Corporate Secretary of the Company; that the foregoing is a true and correct copy of resolutions duly adopted at a meeting of the Board of Directors held on Meeting Date: , at which a quorum was present and voting; and that such resolutions remain in full force and effect.

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