Management Resolution Agreement

MANAGEMENT RESOLUTION AGREEMENT

This Management Resolution Agreement ("Agreement") is made and entered into as of by and between Company Name: , a Entity Type: Corporation LLC Other, organized under the laws of (the "Company"), and Manager Name: (the "Manager"). The Company and Manager are each a "Party" and together the "Parties."

RECITALS

WHEREAS, the Board of Directors (or members acting with requisite authority) of the Company has determined that it is in the best interest of the Company to appoint or engage the Manager to perform management, oversight and such other services as set forth herein; and

WHEREAS, the Manager represents that the Manager has the experience, capacity and authority to undertake the management responsibilities described in this Agreement and is willing to accept such appointment on the terms and conditions set forth herein; and

WHEREAS, the Board has authorized the execution of this Agreement pursuant to a resolution dated and recorded in the minutes of the Company.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Confidential Information" means any nonpublic information disclosed by the Company to the Manager, whether in written, oral or electronic form, that is designated as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Additional defined terms appear in other sections as needed and their plural or singular forms shall be interpreted accordingly.

2. APPOINTMENT; SCOPE OF MANAGEMENT

2.1 Appointment. The Company hereby appoints the Manager, and the Manager accepts appointment, to act as the Company's manager to perform the duties and exercise the authorities expressly delegated in this Agreement. This appointment is limited to the powers and duties expressly granted herein and shall not be construed to grant any authority beyond those powers set forth in Section 3 below without the Company's prior written consent.

2.2 Scope of Services. The Manager shall perform management services including, without limitation: oversight of day-to-day operations; preparation of budgets and financial reports; procurement and vendor management; hiring and supervision of employees or contractors when authorized; and such other services as the Parties may agree in writing. Specific services, if any, include:

3. AUTHORITY; LIMITATIONS; DELEGATION

3.1 Delegated Authority. The Company delegates to the Manager the authority to act on behalf of the Company with respect to the management activities described in Section 2, including entering into contracts on behalf of the Company for amounts not to exceed $ per obligation, unless the Board has provided alternative written authorization. Any commitment exceeding that amount requires prior written approval of the Board.

3.2 Limitations. The Manager shall not: (a) incur debt or grant security interests on behalf of the Company except as expressly authorized; (b) sell, assign or otherwise transfer material Company assets without prior Board approval; or (c) take any action that would cause the Company to be in violation of applicable law or its organizational documents.

3.3 Delegation. With the Company's prior written consent, the Manager may delegate tasks to employees or independent contractors, but the Manager shall remain responsible for supervision and compliance with this Agreement.

4. DUTIES; STANDARD OF CONDUCT

The Manager covenants to perform services in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner consistent with the fiduciary duties owed to the Company. The Manager shall promptly disclose any material conflicts of interest and shall not use Company opportunities or Confidential Information for personal gain.

5. COMPENSATION AND EXPENSES

5.1 Compensation. As compensation for services, the Company shall pay the Manager:

5.2 Reimbursement. The Company shall reimburse the Manager for reasonable out-of-pocket expenses incurred in the performance of duties, provided that such expenses are documented and approved in accordance with the Company's expense policy.

6. TERM AND TERMINATION

6.1 Term. This Agreement shall commence on the Effective Date and shall continue until terminated in accordance with this Section 6.

6.2 Termination for Cause. Either Party may terminate this Agreement for cause upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

6.3 Termination Without Cause. The Company may terminate this Agreement without cause upon sixty (60) days' prior written notice, subject to any severance or payment obligations set forth in Section 5 or otherwise agreed in writing.

7. REPRESENTATIONS AND WARRANTIES

7.1 By the Company. The Company represents that it has the corporate power and authority to enter into this Agreement and to grant the authorities herein, and that the execution and performance have been duly authorized by all necessary corporate action.

7.2 By the Manager. The Manager represents that the Manager has all necessary authority, licenses and permits to perform the services and that the execution and performance of this Agreement does not violate any agreement binding on the Manager.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification by Company. To the fullest extent permitted by law, the Company shall indemnify, defend and hold harmless the Manager and its officers, directors, employees and agents from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or relating to the performance of Manager's duties under this Agreement, except to the extent resulting from the Manager's gross negligence or willful misconduct.

8.2 Limitation. Except for indemnification obligations or liability arising from gross negligence, willful misconduct, fraud or intentional violation of law, neither Party shall be liable to the other for incidental, special or consequential damages.

9. CONFIDENTIALITY

The Manager agrees to hold all Confidential Information in strict confidence and not to use or disclose such information except as required to perform duties under this Agreement or as required by law. Upon termination, the Manager shall return or destroy Confidential Information as directed by the Company.

10. NOTICES

All notices, demands or other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or mailed by certified mail, return receipt requested, to the addresses set forth below (or to such other address as either Party may designate by notice to the other).

11. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment or modification of this Agreement must be in writing and signed by both Parties. Failure or delay by any Party to enforce any right shall not constitute a waiver of that or any other right. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles.

12.2 Entire Agreement. This Agreement, together with any schedules or exhibits executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral.

12.3 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable in any respect, such provision shall be severed and the remainder of the Agreement shall continue in full force and effect.

13. MISCELLANEOUS PROVISIONS

13.1 Relationship of Parties. The Manager is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture or employer-employee relationship between the Parties.

13.2 Records and Audit. The Manager shall maintain complete and accurate records relating to performance and expenses and shall permit the Company's authorized representatives to inspect such records upon reasonable notice.

CERTIFICATIONS

Each Party hereby certifies that the person signing below is duly authorized to execute this Agreement on behalf of the Party and that all corporate or organizational approvals necessary for the execution and performance of this Agreement have been obtained.

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