Termination Resolution Document

TERMINATION RESOLUTION DOCUMENT

This Termination Resolution Document is made and adopted on this date by the Board or authorized representatives of the organization identified below. Organization Name: Meeting Date: Location:

WHEREAS

WHEREAS, the organization identified above (the "Company") and entered into an agreement titled dated (the "Agreement").

WHEREAS, the Board of Directors or other governing body has reviewed the circumstances and determined that termination of the Agreement is in the best interests of the Company for the reasons set forth below:

WHEREAS, the Board or authorized representatives have authority under the Company's governing documents to adopt resolutions authorizing termination and associated settlement steps.

RESOLUTION

NOW, THEREFORE, BE IT RESOLVED, that the Company hereby terminates the Agreement described above effective as of (the "Termination Date").

FURTHER RESOLVED, that the officers and authorized signatories of the Company are authorized and directed to take all actions necessary or appropriate to effect the termination, including execution of termination, release, and settlement documents consistent with the terms set forth in this Resolution.

FURTHER RESOLVED, that the Company shall provide written notice of termination to the counterparty at the address provided below and shall instruct accounting and operations personnel to implement any wind-down actions specified in the Scope of Work below.

SCOPE OF WORK (WIND-DOWN / TERMINATION ACTIONS)

The Company authorizes the following activities to wind down, transition, or conclude obligations arising under the Agreement. Describe the specific tasks, deliverables, timelines, and responsible parties below.

PAYMENT TERMS

As part of the termination and any settlement, the Company agrees to the following payment obligations and procedures:

Payment shall be made in cleared funds to the payee designated by the counterparty. Payment of the termination amount, where applicable, shall be in full settlement of claims between the parties arising from the Agreement, conditioned upon the execution of mutual releases as may be required by the Company.

TERM AND TERMINATION

The Agreement shall be terminated as of the Termination Date set forth above. For clarity, the Agreement's original term commenced on and is deemed to end on ; notwithstanding such dates, the obligations that expressly survive termination shall remain in effect.

Termination for cause does not waive any rights or remedies available to the non-breaching party. Any obligations accruing prior to the Termination Date remain payable under the Payment Terms set forth above.

CONFIDENTIALITY

All confidential or proprietary information exchanged between the parties in connection with the Agreement shall remain subject to the confidentiality obligations set forth in the Agreement. Each party shall return or destroy confidential materials in its possession within days of the Termination Date, except as otherwise required by law.

The Company confirms that it will comply with all continuing confidentiality obligations.

GOVERNING LAW

This Resolution and any settlement or termination agreements executed pursuant hereto 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 Resolution, together with any executed settlement or termination agreements, constitutes the entire agreement between the Company and the counterparty with respect to the subject matter hereof and supersedes all prior negotiations, statements, and agreements, whether written or oral, relating to such subject matter.

NOTICES

CERTIFICATION

The undersigned hereby certify that the foregoing resolutions were duly adopted by the Board of Directors or other governing body of the Company in accordance with the governing documents and applicable law, and that such resolutions remain in full force and effect on the date below.

Secretary or Certifying Officer Name: Title:

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