Legal Council Decisions Form

LEGAL COUNCIL DECISIONS FORM

This Legal Council Decisions Form is made and entered into on this day of , by and between Legal Council Name: (the "Council") and Entity Name: (the "Entity"). The Council and the Entity are sometimes collectively referred to herein as the "Parties".

RECITALS

WHEREAS, the Council was convened pursuant to its charter and the Entity's governing instruments to consider and decide upon matters brought before it at a duly noticed meeting held on ;

WHEREAS, the Parties desire to record, ratify and give effect to the decisions, resolutions and directives duly adopted by the Council at that meeting and to set forth the obligations and procedures for implementation and retention of records;

WHEREAS, the Parties intend that the decisions recorded in this form shall constitute binding corporate action of the Entity to the fullest extent permitted by applicable law and the Entity's organizational documents.

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

1. DEFINITIONS

For the purposes of this Form, the following terms shall have the meanings set forth below. "Decision" means any resolution, directive, approval, authorization or determination adopted by the Council and recorded in Section 2. "Effective Date" means the date set forth in the opening paragraph above unless otherwise provided in a Decision.

2. RECORDED DECISIONS

The following Decisions were properly moved, seconded, and voted upon at the meeting identified above. Each Decision entry below sets forth the resolution text, the mover, and the voting outcome as recorded in the official minutes.

3. AUTHORITY AND SCOPE

Each Decision recorded herein is adopted pursuant to the Council's delegated authority under the Entity's governing documents and applicable law. Where a Decision authorizes officers or agents to take action, such authorization is a binding corporate act and the designated officers or agents are directed to take all actions reasonably necessary to effectuate the Decision.

4. IMPLEMENTATION AND TIMEFRAMES

Unless otherwise specified in a Decision, the Entity shall implement each Decision within a commercially reasonable period not to exceed ninety (90) days following the Effective Date. The Parties shall document actions taken to implement each Decision and shall report material progress to the Council upon request.

5. MINUTES, RECORDS AND RETENTION

The official meeting minutes, voting records, and all supporting documents pertaining to the Decisions shall be maintained in the Entity's corporate records. The Entity certifies that such records will be retained for a period of not less than seven (7) years, or longer if required by applicable law or policy.

6. CONFIDENTIALITY

All non-public information presented to the Council and incorporated into or attached to this Form shall be treated as confidential and disclosed only to persons with a legitimate need to know, except as otherwise required by law. The Parties shall take commercially reasonable measures to protect such confidential information.

7. NOTICES

All notices, requests, consents and other communications required or permitted under this Form shall be in writing and shall be delivered to the addresses set forth below.

8. AMENDMENT; WAIVER

This Form may be amended or modified only by a written instrument signed by both Parties. No waiver of any provision of this Form shall be effective unless in writing and signed by the Party against whom enforcement is sought; any such waiver shall be limited to the specific instance and shall not constitute a waiver of any other provision or future breach.

9. GOVERNING LAW

This Form shall be governed by and construed in accordance with the laws of the jurisdiction in which the Entity is organized, without regard to conflict of law principles that would apply the laws of another jurisdiction.

10. ENTIRE AGREEMENT

This Form, together with the referenced meeting minutes and any attachments expressly incorporated herein, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior oral or written negotiations, understandings, and agreements between the Parties relating thereto.

11. SEVERABILITY

If any provision of this Form is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby and shall remain in full force and effect.

12. COUNTERPARTS; ELECTRONIC SIGNATURES

This Form 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. Signatures transmitted by electronic means shall be effective to bind the signing Party to this Form.

CERTIFICATION

By signing below, the undersigned representatives of the Parties hereby certify that: (a) the Decisions recorded in Section 2 were duly adopted in accordance with applicable procedures; (b) the signatories have authority to execute this certification on behalf of their respective Party; and (c) the information contained in this Form is true, accurate and complete to the best of their knowledge.

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