Support Resolutions Document

SUPPORT RESOLUTIONS DOCUMENT

Supporting Organization:    Recipient Organization:

Resolution Date:

WHEREAS

WHEREAS, the Supporting Organization has reviewed the objectives and scope of the Recipient Organization's proposed program, project, or initiative described as: ; and

WHEREAS, the Board or authorized body of the Supporting Organization finds that providing the support set forth in this resolution is in the best interest of the Supporting Organization and consistent with its charter, policies, and applicable law; and

WHEREAS, the Supporting Organization desires to set forth the terms, conditions, and authority for providing such support and, where applicable, to authorize designated officers to take actions necessary to implement this resolution.

RESOLVED

NOW, THEREFORE, BE IT RESOLVED that the Supporting Organization hereby expresses formal support for the Recipient Organization's program described above and authorizes the provision of support on the terms and conditions set forth in this Support Resolutions Document.

FURTHER RESOLVED that the Supporting Organization authorizes the expenditure or commitment of funds and other resources in accordance with the Payment Terms section below, subject to appropriation, budget approval, and any conditions set forth herein.

SCOPE OF SUPPORT

PAYMENT TERMS

Late Payment Fee:    or Flat Late Fee: per overdue invoice or as otherwise agreed.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Support Resolutions Document for material breach if such breach is not cured within the termination notice period following written notice. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

The parties acknowledge that in the course of performance they may exchange Confidential Information. "Confidential Information" means non-public information disclosed in tangible form or clearly identified as confidential. Each party shall (i) use Confidential Information only for purposes of performing its obligations under this resolution, (ii) restrict disclosure to employees, contractors, or agents with a need to know who are bound by confidentiality obligations at least as protective as those contained herein, and (iii) take reasonable steps to protect such information from unauthorized disclosure.

Confidentiality obligations shall not apply to information that (a) is or becomes public without breach of this Agreement, (b) was rightfully in the receiving party's possession prior to disclosure, (c) is independently developed by the receiving party, or (d) is required to be disclosed by law, provided the disclosing party gives prompt notice to the other and cooperates regarding any protective order or confidential treatment.

GOVERNING LAW

This Support Resolutions Document 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

This Support Resolutions Document, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

CERTIFICATION

I hereby certify that the foregoing resolution was duly adopted by the Supporting Organization's Board or authorized governing body in accordance with the Supporting Organization's governing documents and applicable law on the date set forth above and that the persons signing below are authorized to execute this resolution on behalf of their respective organizations.

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