Meeting Minutes and Statement

MEETING MINUTES AND STATEMENT

Meeting Details

Meeting Date:    Time:

Location:

Recitals (WHEREAS)

WHEREAS, the parties convened this meeting for the purpose of considering and approving commercial terms between: Party A:

WHEREAS, Party B: has proposed to provide services and deliverables described below; and

WHEREAS, the attendees have reviewed, discussed, and resolved to approve the agreement terms as recorded in these minutes, which shall constitute an authorized statement of actions taken at this meeting.

Motion / Resolution

Moved by:    Seconded by:

Vote Result:    Abstentions:

Scope of Work

Payment Terms

Total Amount Authorized: $

Late Payment Fee:

Term and Termination

Term Commencement Date:    Term Expiration Date:

Termination by Notice: Either party may terminate upon days' prior written notice to the other party. Termination for material breach is effective immediately upon written notice if the breach remains uncured for a reasonable cure period, not to exceed the notice period specified above.

Confidentiality

The parties acknowledge that certain information disclosed in connection with the services described herein is confidential and constitutes Proprietary Information. Each party shall: (a) keep confidential such Proprietary Information; (b) not disclose it to third parties except to employees, agents, or contractors who have a legitimate need to know and who are bound by confidentiality obligations; and (c) use the Proprietary Information solely for the performance of the obligations under the matters approved at this meeting. Confidentiality obligations shall survive termination or expiration of the term for following the date of disclosure, except for information that is or becomes publicly available other than through a breach of this provision or is required to be disclosed by law, provided that the disclosing party is given prompt notice and, where permitted, an opportunity to seek protective measures.

Governing Law

This statement, the actions recorded herein, and any agreement terms adopted by the meeting shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to choice-of-law principles that would apply the laws of another jurisdiction.

Entire Agreement

To the extent this meeting approved specific commercial terms or an agreement, such adopted terms constitute the complete and exclusive statement of the parties' agreement with respect to the subject matter adopted by the vote of this meeting, and supersede all prior and contemporaneous negotiations, proposals, and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of the parties.

Action Items

Certification

I hereby certify that these minutes represent a true and accurate record of the discussions, motions, votes, and resolutions of the meeting held on the date set forth above. The matters recorded as adopted at this meeting were authorized by the attendees identified in the Attendees section.

Minutes approved by:    Approval Date:

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