Member Consent Agreement

Member Consent Agreement

This Member Consent Agreement (the Agreement) is entered into as of by and between:

Company Name:

Company Address:

Member Name:

Member Address:

RECITALS

WHEREAS, the Company is duly organized and existing under the laws of the state identified below and operates pursuant to its governing documents; and

WHEREAS, the Member is a holder of membership interest in the Company and is authorized to give written consents on the matters described herein; and

WHEREAS, the Member desires to consent to and approve certain actions of the Company as set forth in this Agreement and to document the Member's ratification of specified prior acts;

MEMBER CONSENT

The Member hereby consents to and approves the following action(s) of the Company (check all applicable):

Adoption or amendment of the Company's operating agreement

Approval of the transaction described below

Appointment or ratification of appointment of manager(s) or officer(s)

Ratification of all prior acts taken by the Company or its representatives related to the matters above

SCOPE OF WORK

The Company shall undertake the activities approved herein and perform services and deliverables as described below. The Member acknowledges and approves the Scope of Work and authorizes the Company to incur obligations reasonably necessary to carry out the Scope of Work:

PAYMENT TERMS

If payment is not received within days of the due date, interest shall accrue at and a late fee of may be imposed. The Member agrees the Company may suspend performance for delinquent accounts after providing written notice.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. In the event of material breach, the non-breaching party may terminate upon written notice if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to exercise its rights and perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided prompt written notice is given to permit a protective order. The obligations of confidentiality shall survive termination of this Agreement for three (3) years, except that trade secrets shall remain confidential for so long as they qualify as trade secrets.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits or written schedules attached hereto and any consents executed in connection herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification shall be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will remain in full force and effect. The parties acknowledge that remedies at law for breach of this Agreement may be inadequate and that each party shall be entitled to seek equitable relief in addition to any other remedies available at law or in equity. Neither party may assign this Agreement without the prior written consent of the other party, except that the Company may assign to a successor in connection with a merger or sale of all or substantially all of its assets.

ACKNOWLEDGMENT AND EFFECT

The Member acknowledges having read and understood this Agreement, has had the opportunity to obtain independent advice, and consents to and ratifies the actions described herein. This written consent shall be effective as of the Effective Date set forth above.

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