Organizational Board Policies Agreement

ORGANIZATIONAL BOARD POLICIES AGREEMENT

Recitals

This Organizational Board Policies Agreement (the Agreement) is entered into by and between Organization Name: and Policy Provider Name: .

WHEREAS, the Board of Directors of the Organization (the Board) seeks to adopt, implement, and maintain written board policies to govern governance practices, fiduciary responsibilities, conflict‑of‑interest procedures, and recordkeeping; and

WHEREAS, the Policy Provider has expertise in drafting, revising, and advising on organizational board policies and related governance materials and is willing to provide services on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

The Policy Provider shall deliver: (a) an initial draft of board policies tailored to the Organization's operations; (b) up to rounds of revisions; and (c) final policy documents in both editable and PDF formats. The parties acknowledge that any work beyond the described scope requires a written amendment to this Agreement.

Payment Terms

Compensation: Organization agrees to pay Policy Provider a total fee of $ for services described in the Scope of Work.

Late Payment: Any undisputed amount not received within days after the invoice due date shall accrue interest at the lesser of (a) a rate of % per month; or (b) the maximum rate permitted by applicable law. In addition, a one-time administrative late fee of $ may be assessed.

Term and Termination

Term: This Agreement commences on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, the Policy Provider shall deliver all completed work and all work in progress to the Organization; the Organization shall pay for services performed and expenses incurred through the effective date of termination in accordance with the Payment Terms.

Confidentiality

Definition: "Confidential Information" means non‑public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including governance records, donor information, financial data, personnel records, and privileged legal communications.

Obligations: The recipient of Confidential Information shall (a) protect it with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth in this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available other than by breach of this Agreement; (ii) was rightfully received from a third party without restriction; (iii) was already known to the recipient prior to disclosure; or (iv) is independently developed without reference to the Confidential Information.

Records, Conflict of Interest, and Compliance

Records: The Policy Provider shall retain for a minimum of five (5) years copies of drafts, final policies, correspondence, and other materials created in connection with this Agreement and shall provide copies to the Organization upon request.

Conflict of Interest: The Policy Provider represents that it has disclosed any existing relationships that might reasonably be expected to create a conflict of interest with the Organization. The Policy Provider shall promptly disclose any potential conflicts that arise during the term of this Agreement.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify and hold harmless the other party from and against third‑party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

Limitation of Liability: Except for liability arising from willful misconduct or indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the total fees paid by the Organization to the Policy Provider under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its rules governing conflict of laws.

Amendment; Entire Agreement

Amendment: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Entire Agreement: This Agreement, together with any exhibits or attachments specifically incorporated in writing, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

Miscellaneous Provisions

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate in writing.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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