Legal Joint Resolution Document

LEGAL JOINT RESOLUTION DOCUMENT

This Joint Resolution (the "Resolution") is made and entered into as of Date: by and between Party A Name: with principal address: and Party B Name: with principal address: .

RECITALS

WHEREAS, the parties desire to adopt and memorialize a joint resolution concerning the subject matter described herein and to set forth the mutual understandings, authorities and actions to be taken by the parties; and

WHEREAS, the parties have negotiated the terms and intend by this Resolution to authorize certain actions, delegations and agreements as more fully set forth below, including but not limited to the specific actions identified in Section 2; and

WHEREAS, the parties represent that each has full authority to enter into this Resolution and to perform the obligations set forth herein, and that execution of this Resolution effectuates a lawful action within each party's powers.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. ADOPTION OF RESOLUTION

1.1 Adoption. The parties hereby jointly adopt the matters set forth in this instrument as a formal resolution of the parties. This Resolution constitutes a deliberate, binding, and enforceable joint determination of the parties undertaken in accordance with applicable authority.

2. RESOLVED ACTIONS

2.1 Authorized Actions. The parties hereby RESOLVE that the following actions are authorized and approved:

(a) To carry out the joint undertaking described as:

(b) To approve and to execute on behalf of each party any instruments, agreements, amendments, certificates or other documents reasonably necessary to effectuate the foregoing, including such documents as may be specified hereafter by mutual written consent.

(c) To authorize the expenditure of funds and allocation of responsibilities as follows: Amount authorized: ; Payment terms and allocation: .

3. AUTHORITY TO EXECUTE DOCUMENTS

3.1 Delegation. Each party hereby authorizes the named representative set forth below to execute and deliver on behalf of that party any agreements, certificates, instruments or other documents necessary or desirable to carry out the actions authorized herein. The signing of such documents by the authorized representative shall bind that party to the obligations contained therein.

4. EFFECTIVE DATE

4.1 This Resolution shall become effective as of the Effective Date: and shall remain in effect until the completion of the actions authorized herein or until otherwise amended or revoked in accordance with Section 10.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each party represents and warrants to the other that: (a) it has full power and authority to enter into this Resolution and to perform its obligations hereunder; (b) the execution and delivery of this Resolution and the performance of the obligations contemplated hereby have been duly authorized by all necessary action; and (c) this Resolution constitutes a valid and binding obligation enforceable against such party in accordance with its terms.

6. NOTICES

6.1 All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered personally, sent by certified mail, return receipt requested, or by nationally recognized overnight courier to the addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section).

7. AMENDMENTS, WAIVER, COUNTERPARTS

7.1 Amendments. This Resolution may be amended or modified only by a written instrument signed by both parties. No oral amendment or modification shall be effective.

7.2 Waiver. Failure or delay by any party to exercise any right hereunder shall not operate as a waiver of such right, and no single or partial waiver shall preclude any other or further exercise of such right or the exercise of any other right.

7.3 Counterparts. 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.

8. GOVERNING LAW

8.1 This Resolution shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below, without regard to conflict of laws principles: Governing jurisdiction:

9. ENTIRE AGREEMENT

9.1 This Resolution constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

10. SEVERABILITY

10.1 If any provision of this Resolution is determined to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to agree on a valid substitute provision that most nearly effects the original intent.

11. MISCELLANEOUS PROVISIONS

11.1 Further Assurances. Each party agrees to execute and deliver such further documents and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Resolution.

11.2 Interpretation. The headings in this Resolution are for convenience only and shall not affect the interpretation of any provision. The words "including" and "includes" shall be deemed to be followed by the words "without limitation" unless the context otherwise requires.

12. CERTIFICATION

12.1 The undersigned certify that they are authorized to execute this Resolution on behalf of the parties identified herein and that this Resolution has been duly adopted in accordance with each party's governing documents or internal authorities. The undersigned further certify that the statements contained herein are true and correct to the best of their knowledge.

12.2 Consent. By signing below, the parties acknowledge and affirm their consent to be bound by this Resolution.

Sign Now