Meeting Board Document

MEETING BOARD DOCUMENT

Meeting Details

Meeting Date:    Time:    Location:

Quorum Present: Yes     Vote Results — For:    Against:    Abstain:

WHEREAS Recitals

WHEREAS, the Board of Directors of has determined that it is advisable and in the best interests of the Company to retain external services to perform certain business services described below; and

WHEREAS, submitted a proposal dated setting forth the scope, schedule and fees for the services; and

WHEREAS, the Board reviewed the proposal, considered competing alternatives, and determined that execution of a written agreement on the terms approved by the Board is necessary to effectuate the engagement.

Resolution

RESOLVED, that the Board hereby authorizes the Company to enter into and execute a written General Business Agreement (the "Agreement") with the Service Provider on substantially the terms set forth in this Meeting Board Document and in the attached proposal; and it is further

RESOLVED FURTHER, that the officers of the Company are authorized to finalize, execute and deliver the Agreement and any ancillary documents, and to take such actions as they deem necessary or advisable to carry out the terms of the Agreement.

Scope of Work

Payment Terms

Total Fee: $

Late Payment: A late fee of shall accrue on overdue amounts, and the Company reserves the right to suspend services where payment is more than days overdue.

Term and Termination

Agreement Term Start Date:    End Date:

Either party may terminate the Agreement for convenience upon days' prior written notice. In the event of a material breach, the non-breaching party may terminate if the breach is not cured within days after written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination, including payment for services rendered.

Confidentiality

Each party acknowledges that in the performance of the Agreement it may receive or have access to confidential, proprietary or commercially sensitive information ("Confidential Information"). Each party agrees to: (a) hold Confidential Information in strict confidence and use it solely for purposes of performing under the Agreement; (b) restrict access to Confidential Information to employees or contractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein; and (c) not disclose Confidential Information to any third party without prior written consent, except as required by law or court order, in which case the disclosing party shall provide prompt written notice and cooperate to obtain protective relief. Confidential Information does not include information that is or becomes generally available to the public other than through a breach of this confidentiality obligation, or that is independently developed by the receiving party without use of the other party's Confidential Information.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

Entire Agreement

This Meeting Board Document, together with any attachments and the written Agreement executed pursuant to the authority granted herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals, agreements and understandings, whether written or oral. No amendment or waiver of any provision shall be effective unless in writing and executed by duly authorized representatives of both parties.

Board Certification

I hereby certify that the foregoing is a true and correct record of actions taken at the meeting noted above, held in accordance with applicable organizational governance requirements and that the votes recorded reflect the actions duly authorized by the Board.

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