Legal Discovery Premiums Resolution

LEGAL DISCOVERY PREMIUMS RESOLUTION

This Legal Discovery Premiums Resolution (the Resolution) is entered into on this date by and between Company Name: , a corporation organized under the laws of State of Incorporation: , and Provider Name: , with principal address Provider Address: .

RECITALS

WHEREAS, the Company is engaged in one or more legal matters requiring extensive document collection, processing, hosting, or other discovery services (the Covered Matters), and the Board has determined that specialized premium discovery services may be necessary to preserve privileged information, meet expedited production schedules, or otherwise fulfill discovery obligations; and

WHEREAS, Provider maintains specialized capabilities, insurance, or technologies to provide premium discovery services (the Services) and has presented terms and an estimate for premiums and fees for such Services; and

WHEREAS, the Board desires to authorize payment of discovery-related premiums and to establish procedures, limits, and reporting requirements for such payments to ensure accountability and compliance with corporate policies and applicable law.

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

1. DEFINITIONS

1.1 "Premiums" means any fees, surcharges, insurance endorsements, expedited service charges, or special handling fees assessed by Provider or third-party vendors in connection with the performance of Services for the Covered Matters.

1.2 "Board" means the Board of Directors of the Company or any committee duly authorized by the Board to act on its behalf.

2. AUTHORIZATION OF PREMIUM PAYMENTS

2.1 The Board hereby authorizes the Company to pay Premiums to Provider in connection with the Services for the Covered Matters, subject to the terms and maximum limits set forth in this Resolution.

2.2 The total aggregate amount of Premiums authorized under this Resolution shall not exceed $ unless a further resolution is adopted by the Board authorizing additional expenditures.

3. FUNDING, BUDGET AND ACCOUNTING

3.1 Payments of Premiums shall be charged to the following corporate account or budget code: Account/Budget Code:

3.2 All disbursements shall be supported by invoices and documentation demonstrating that Premiums were reasonably incurred in connection with Services for the Covered Matters. Payments shall be processed in accordance with the Company's disbursement procedures.

4. PAYMENT PROCEDURES

4.1 Provider shall submit invoices itemizing Premiums, describing the basis for each premium charge, and identifying the Covered Matter to which the charge relates. The Company shall remit payment within the period established by the parties, subject to approval by the designated Company officer.

5. VENDOR SELECTION AND CONTROLS

5.1 Provider is authorized to perform Services and be compensated for Premiums only upon execution of a written service agreement or statement of work that includes appropriate confidentiality, data security, and insurance provisions approved by Company counsel. Provider shall maintain commercially reasonable insurance coverages as required by the written agreement.

6. INDEMNIFICATION

6.1 Provider agrees to indemnify, defend and hold harmless the Company, its officers, directors and employees from and against any losses, claims, liabilities, damages, costs and expenses arising out of Provider's breach of this Resolution or the service agreement, the negligent performance of Services, or Provider's failure to maintain required insurance, except to the extent caused by the Company's gross negligence or willful misconduct.

7. RECORDKEEPING AND REPORTING

7.1 Provider shall maintain detailed records of Premium charges and activity and shall provide periodic reports to the Company as requested. The Company shall retain invoices, approvals and supporting documents in accordance with its record retention policies.

8. NOTICES

8.1 All notices, requests, consents and other communications required or permitted under this Resolution shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice:

9. AMENDMENTS, WAIVER AND COUNTERPARTS

9.1 This Resolution may be amended or modified only by a written instrument executed by both parties. No failure or delay by either party in exercising any right under this Resolution shall operate as a waiver of that right.

9.2 This Resolution 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 binding.

10. GOVERNING LAW, ENTIRE AGREEMENT, SEVERABILITY

10.1 Governing Law. This Resolution shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

10.2 Entire Agreement. This Resolution, together with any service agreement or statement of work entered into pursuant hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, whether written or oral.

10.3 Severability. If any provision of this Resolution is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and be interpreted so as to effectuate the parties' intent to the fullest extent permitted by law.

11. EFFECTIVE DATE; CERTIFICATION

11.1 This Resolution shall become effective on the Effective Date set forth below. The undersigned officers certify that the Board has duly adopted this Resolution in accordance with the Company's organizational documents and applicable law.

Effective Date:

APPENDIX: PREMIUM SCHEDULE (IF APPLICABLE)

If Premiums are to be allocated by matter, identify each Covered Matter, the maximum premium authorized for that matter, and any special conditions below.

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