Meeting Statement and Minute

MEETING STATEMENT AND MINUTE

Recitals

WHEREAS, the Parties entered into a working relationship to pursue the objectives described in the agenda of this meeting and to document decisions, directives, and action items arising from the meeting; and

WHEREAS, the Parties wish to memorialize the matters discussed, the resolutions passed, and the obligations assigned at the meeting described below, together with related administrative and payment terms where applicable.

WHEREAS, this Meeting Statement and Minute is intended to serve as the official record of the meeting and, where specified herein, as an agreement binding the Parties to the actions and payment terms set forth below.

Meeting Details

Meeting Date:   Time:   Location:

Resolutions and Decisions

The following resolutions were proposed, discussed, and adopted by the requisite majority of attendees, where indicated below. The decisions recorded constitute binding directives to the extent each Party agrees and as provided under applicable governing law.

Action Items

Items assigned and responsible parties with target completion dates are set forth below. Each responsible party shall report status at subsequent meetings or as otherwise required.

Responsible Party:   Target Due Date:

Responsible Party:   Target Due Date:

Scope of Work

The scope of work described below reflects tasks authorized at or by reference to this meeting. Where payment or milestone acceptance is specified, such terms govern the deliverables described.

Payment Terms

The Parties agree that any payment obligations arising from decisions or work authorized by this meeting shall be governed by the following terms.

Late Payment Fee:

Term and Termination

This Meeting Statement and Minute and any obligations arising hereunder shall commence on the Start Date and, unless earlier terminated in accordance with this section, shall terminate on the End Date.

Start Date:   End Date:

Termination Notice Period (days):

Either Party may terminate this Meeting Statement and Minute for material breach if the breaching Party fails to cure such breach within the notice period provided above, or immediately for cause where a remedy at law would be inadequate.

Confidentiality

Each Party shall maintain as confidential all non-public information disclosed in connection with this meeting and shall not disclose such information to third parties except (i) to employees or agents who have a need to know and are bound by confidentiality obligations, (ii) as required by law or valid process, or (iii) with the prior written consent of the disclosing Party. Confidential information does not include information that is publicly known through no breach by the receiving Party.

Acknowledgement of Confidentiality Obligation: I acknowledge and agree to the confidentiality obligations set forth above.

Governing Law

This Meeting Statement and Minute, and any disputes arising out of or relating to it, shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

Entire Agreement

This Meeting Statement and Minute contains the entire understanding of the Parties with respect to the subject matter herein and supersedes all prior discussions, drafts, representations, and agreements whether written or oral, relating to the matters documented herein. Any amendments must be in writing and signed by authorized representatives of both Parties.

Certification of Minutes

I hereby certify that the foregoing constitutes a true and correct record of the meeting referenced above and that the resolutions and action items recorded were duly adopted as indicated.

Recorded By:   Title:   Date Certified:

Party Details

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