Meeting Minutes for Signature

MEETING MINUTES FOR SIGNATURE

WHEREAS

WHEREAS, the Board of Directors of Organization Name: convened a duly noticed meeting to consider corporate business and authorize agreements and actions set forth herein; and

WHEREAS, the attendees listed below constitute a quorum under the organization's bylaws and are authorized to adopt resolutions regarding contracts, expenditures, and corporate operations; and

WHEREAS, the Board considered the proposed General Business Agreement between the organization and Contractor/Counterparty: and delegated authority to approve the form and terms subject to the resolutions adopted below.

MEETING DETAILS

Meeting Date:    Time: to

ATTENDANCE

The following persons were present at the meeting:

AGENDA & ACTIONS

Item 1 — Call to Order and Opening Remarks

Item 2 — Consideration of General Business Agreement with Contractor/Counterparty

Motion made by:    Seconded by:

Vote: Approve    Reject    Abstain    Result:

Item 3 — Other Business

RESOLUTIONS

RESOLVED, that the organization is authorized to enter into and execute a General Business Agreement with Contractor/Counterparty: substantially in the form presented at this meeting, and that the officers identified below are authorized to negotiate final terms and to execute the final agreement on behalf of the organization.

SCOPE OF WORK

The Board reviewed and approved the following description of services to be provided under the proposed agreement. The services shall be performed in accordance with professional standards and the timelines authorized herein.

PAYMENT TERMS

Total Contract Amount: $    Payment Schedule:

Late Fee for overdue payments:

TERM AND TERMINATION

Agreement Effective Date:    Agreement End Date:

Either party may terminate the Agreement for convenience with prior written notice of days. Termination for material breach may be effective immediately upon written notice if the breaching party fails to cure within the cure period stated in the Agreement.

CONFIDENTIALITY

The parties acknowledge that certain information exchanged under the Agreement will be confidential. The Board approves confidentiality obligations to protect proprietary information, trade secrets, and nonpublic financial data. Confidential information shall not be disclosed except as required by law, judicial process, or with prior written consent of the disclosing party. Reasonable measures shall be used to safeguard confidential materials and any permitted disclosures shall require notice to the disclosing party when practicable.

Confidentiality acknowledged by Board:

GOVERNING LAW

The Agreement approved by this resolution shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT

These minutes and the Agreement approved hereby constitute the entire understanding between the parties with respect to the subject matter addressed herein and supersede all prior negotiations and agreements, whether written or oral. Any amendment must be in writing and executed by authorized representatives of both parties.

CERTIFICATION OF MINUTES

I hereby certify that these minutes constitute a true and correct record of the matters considered and actions taken at the meeting described above and that the actions recorded herein were adopted in accordance with governing law and the organization's governing documents.

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