Board Resolution Example

CORPORATE BOARD RESOLUTION

Document ID: BR-SVC-2024-001 Effective Date: [Effective Date] Version: 1.0 Governing Jurisdiction: State of [State of Incorporation], United States of America

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STATUTORY & LEGAL COMPLIANCE NOTICE

This document is provided as an institutional-grade template for illustrative purposes only. Its enforceability, validity, and precise legal effect are contingent upon the specific laws, statutes, and regulations of the governing jurisdiction, the Company's Articles of Incorporation, Bylaws, and all applicable corporate governance policies. Users are strongly advised to consult with qualified legal counsel in the relevant jurisdiction to adapt this resolution to their particular facts, circumstances, and legal requirements, and to ensure full compliance with all local, state, federal, and international laws. This document does not constitute legal advice and no attorney-client relationship is formed by its use.

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PARTIES & RECITALS

WHEREAS, [Company Full Legal Name], a corporation duly organized and existing under the laws of the State of [State of Incorporation], with its principal place of business located at [Company Principal Address] (hereinafter, the "Company"), is engaged in the business of [Brief Description of Company's Business];

WHEREAS, the Board of Directors (hereinafter, the "Board") of the Company has convened a duly called meeting on [Date of Board Meeting] at [Time of Board Meeting] at [Location of Board Meeting];

WHEREAS, a quorum of the Board was present and acting throughout the meeting;

WHEREAS, the Company has identified a strategic need for [Brief Description of Services or Engagement] to be provided by [Client Full Legal Name], a [Client Entity Type, e.g., corporation, LLC] duly organized and existing under the laws of [Client Jurisdiction], with its principal place of business located at [Client Principal Address] (hereinafter, the "Client");

WHEREAS, the Board has reviewed and considered the proposed engagement with the Client, including the general scope of services, compensation structure, term, intellectual property considerations, confidentiality, and other essential legal and business terms;

WHEREAS, the Board has determined that entering into an agreement for such services with the Client, substantially on the terms and conditions outlined herein, is in the best interests of the Company and its shareholders;

NOW, THEREFORE, BE IT RESOLVED, UNANIMOUSLY (or by majority vote, as applicable), that the Board of Directors hereby approves and authorizes the officers of the Company to negotiate, execute, and deliver a Master Services Agreement, Professional Services Agreement, or similar definitive contract (hereinafter, the "Agreement") with [Client Full Legal Name] (the "Client"), and any other ancillary documents thereto, which Agreement shall include, without limitation, the following essential terms and conditions:

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EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

The Agreement shall contain the following provisions, drafted in full legal prose:

1. Scope of Services / Engagement

The Agreement shall explicitly define the specific services, deliverables, and projects to be performed by [Client Full Legal Name] for [Company Full Legal Name] (the "Services"). This section shall include, but not be limited to, a detailed description of the tasks, objectives, timelines, and acceptance criteria for each Service. Any changes or additions to the Services shall require a mutually executed written change order or amendment, specifying the revised scope, impact on fees, and schedule. The Client shall perform the Services in a professional and workmanlike manner, utilizing personnel with appropriate skill, experience, and qualifications, and in accordance with generally accepted industry standards.

2. Compensation & Payment Terms

[Company Full Legal Name] shall compensate [Client Full Legal Name] for the satisfactory performance of the Services as follows: a total fixed fee of [Amount in USD] Dollars ([Amount in USD]) for the entire engagement, or alternatively, a rate of [Rate, e.g., $X per hour, $Y per project milestone]. Invoicing shall occur [e.g., monthly in arrears, upon achievement of milestones, upon completion of Services] based on [Description of basis for invoicing, e.g., actual hours worked, milestone completion reports]. Invoices shall be submitted by [Client Full Legal Name] to [Company Full Legal Name] at [Company Accounts Payable Email/Address]. Payment terms shall be Net [Number] ([Number]) days from the date of receipt of a valid invoice. Any undisputed amounts not paid when due shall accrue interest at the lesser of [Percentage, e.g., one and one-half percent (1.5%)] per month or the maximum rate permitted by applicable law, calculated from the due date until paid. [Company Full Legal Name] may withhold payment of any invoice, or portion thereof, that it reasonably disputes, provided it notifies [Client Full Legal Name] in writing of the dispute within [Number] ([Number]) days of receiving the invoice, detailing the reasons for the dispute. Upon resolution of such dispute, any undisputed amounts shall be paid promptly. Payments for Services performed shall be made in United States Dollars (USD).

3. Term & Termination

The Agreement shall commence on [Effective Date] and shall continue for a period of [Number] ([Number]) months/years, or until the completion of the Services, unless earlier terminated as provided herein (the "Term"). A. Termination for Convenience: [Company Full Legal Name] may terminate the Agreement for convenience upon [Number] ([Number]) days' prior written notice to [Client Full Legal Name]. In such event, [Company Full Legal Name] shall pay [Client Full Legal Name] for Services performed and expenses incurred up to the effective date of termination, consistent with the Compensation & Payment Terms, but shall not be liable for any anticipatory profits or consequential damages. B. Termination for Breach: Either party may terminate the Agreement immediately upon written notice if the other party materially breaches any of its obligations hereunder and fails to cure such breach within [Number] ([Number]) days (the "Cure Period") after receiving written notice of the breach from the non-breaching party. If the breach is not reasonably curable within the Cure Period, the breaching party must commence cure within the Cure Period and diligently pursue such cure to completion. C. Effect of Termination: Upon termination, [Client Full Legal Name] shall promptly cease all Services, return all [Company Full Legal Name] Confidential Information and work product, and assist in the orderly transition of Services. The provisions of Sections [Insert Section Numbers for surviving clauses, e.g., 4 (Intellectual Property), 5 (Confidentiality), 7 (Limitation of Liability & Indemnification), 8 (Dispute Resolution), 9 (Governing Law), 10 (Miscellaneous)] shall survive any termination or expiration of the Agreement.

4. Intellectual Property Ownership & Work Made for Hire

All rights, title, and interest in and to all work product, deliverables, inventions, discoveries, designs, software, documentation, data, and materials created, developed, or conceived by [Client Full Legal Name] or its personnel in the course of performing the Services under the Agreement (collectively, "Work Product"), including all intellectual property rights therein, shall be owned exclusively by [Company Full Legal Name]. [Client Full Legal Name] hereby assigns, and agrees to assign, all such Work Product and intellectual property rights to [Company Full Legal Name]. To the extent any Work Product qualifies as a "work made for hire" under applicable copyright law, it shall be deemed a work made for hire for [Company Full Legal Name]. If any Work Product does not qualify as a "work made for hire," [Client Full Legal Name] agrees to irrevocably assign, and hereby does assign, to [Company Full Legal Name] all right, title, and interest in and to such Work Product, including all intellectual property rights. [Client Full Legal Name] shall ensure that its personnel execute all necessary documents to perfect [Company Full Legal Name]'s ownership.

5. Mutual Confidentiality & Non-Disclosure

Each party (the "Receiving Party") acknowledges that it may receive or have access to confidential and proprietary information belonging to the other party (the "Disclosing Party") in connection with the Agreement. "Confidential Information" means any non-public information, whether oral, written, or visual, designated as confidential or which, by its nature or the circumstances of its disclosure, would reasonably be understood to be confidential, including but not limited to business plans, financial data, product information, technical data, strategies, customer lists, and trade secrets. The Receiving Party agrees to: (a) hold the Disclosing Party's Confidential Information in strict confidence; (b) not disclose such Confidential Information to any third party without the Disclosing Party's prior written consent, except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as stringent as those herein; (c) use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under the Agreement; and (d) take all reasonable measures to protect the secrecy of and avoid disclosure or unauthorized use of the Confidential Information. These obligations shall remain in effect for [Number] ([Number]) years following the termination or expiration of the Agreement. The obligations of confidentiality shall not apply to information that: (i) is or becomes publicly available without breach of the Agreement; (ii) was known to the Receiving Party prior to disclosure by the Disclosing Party without restriction; (iii) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (iv) is rightfully received from a third party without restriction on disclosure.

6. Representations & Warranties

A. Mutual Warranties: Each party represents and warrants that: (i) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation; (ii) it has the full corporate power and authority to enter into the Agreement and to perform its obligations hereunder; (iii) the execution and delivery of the Agreement and the performance of its obligations do not violate any agreement to which it is a party or any applicable law, rule, or regulation; and (iv) the Agreement, when executed, will constitute a valid and binding obligation enforceable against it in accordance with its terms. B. [Client Full Legal Name] Warranties: [Client Full Legal Name] further represents and warrants that: (i) the Services will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards and practices; (ii) all Work Product will be original to [Client Full Legal Name] (except for any [Company Full Legal Name] materials or third-party materials expressly provided or licensed by [Company Full Legal Name]) and will not infringe upon or misappropriate any intellectual property rights of any third party; (iii) it has all necessary rights, licenses, and permissions to provide the Services and grant the licenses and assignments contemplated herein; and (iv) it will comply with all applicable laws and regulations in its performance of the Services.

7. Limitation of Liability & Indemnification

A. Limitation of Liability: EXCEPT FOR INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR WILLFUL MISCONDUCT/GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL AGGREGATE LIABILITY OF [COMPANY FULL LEGAL NAME] UNDER OR IN CONNECTION WITH THE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY [COMPANY FULL LEGAL NAME] TO [CLIENT FULL LEGAL NAME] DURING THE [Number] ([Number]) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE TOTAL AGGREGATE LIABILITY OF [CLIENT FULL LEGAL NAME] UNDER OR IN CONNECTION WITH THE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY [COMPANY FULL LEGAL NAME] TO [CLIENT FULL LEGAL NAME] DURING THE [Number] ([Number]) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. B. Indemnification: (i) [Client Full Legal Name] shall indemnify, defend, and hold harmless [Company Full Legal Name], its affiliates, directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) [Client Full Legal Name]'s breach of its representations, warranties, or covenants under the Agreement; (b) any claim that the Services or Work Product, or [Client Full Legal Name]'s use of [Company Full Legal Name]'s materials in accordance with the Agreement, infringe upon or misappropriate any intellectual property rights of a third party; or (c) any gross negligence or willful misconduct of [Client Full Legal Name] or its personnel. (ii) [Company Full Legal Name] shall indemnify, defend, and hold harmless [Client Full Legal Name], its affiliates, directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) [Company Full Legal Name]'s breach of its representations, warranties, or covenants under the Agreement; or (b) any gross negligence or willful misconduct of [Company Full Legal Name] or its personnel. (iii) The indemnifying party's obligations are conditioned upon: (a) prompt written notice of the claim; (b) the indemnifying party having sole control over the defense and settlement of the claim (provided that the indemnified party may participate at its own expense); and (c) the indemnified party providing reasonable assistance and cooperation in the defense.

8. Dispute Resolution & Arbitration

Any dispute, controversy, or claim arising out of or relating to the Agreement, its negotiation, existence, validity, termination, or breach (a "Dispute") shall first be subject to good faith negotiations between the parties' senior management. If the Dispute cannot be resolved through negotiation within [Number] ([Number]) days, either party may initiate binding arbitration. The arbitration shall be conducted in [City, State] in accordance with the [e.g., Commercial Arbitration Rules of the American Arbitration Association (AAA)] then in effect. The arbitration shall be conducted by a single arbitrator appointed in accordance with said Rules. The decision of the arbitrator shall be final and binding upon the parties, and judgment thereon may be entered in any court having jurisdiction thereof. The prevailing party in any arbitration or legal proceeding shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

9. Governing Law & Jurisdiction

The Agreement shall be governed by and construed in accordance with the laws of the State of [State of Incorporation], without regard to its conflict of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement. Subject to the arbitration clause set forth above, any legal action or proceeding arising under the Agreement shall be brought exclusively in the federal or state courts located in [County, State], and the parties hereby consent to the personal jurisdiction and venue therein.

10. Miscellaneous

A. Severability: If any provision of the Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions shall remain in full force and effect. B. Counterparts: The Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures (e.g., PDF) shall be deemed original signatures for all purposes. C. Entire Agreement: The Agreement, including any exhibits and schedules attached hereto, constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and communications, whether written or oral. No modification, amendment, or waiver of any provision of the Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties. D. Force Majeure: Neither party shall be liable for any delay or failure in performance under the Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, fires, floods, epidemics, pandemics, or governmental acts. E. Assignment: Neither party may assign or transfer any of its rights or obligations under the Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, [Company Full Legal Name] may assign the Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. F. Independent Contractors: The relationship between [Company Full Legal Name] and [Client Full Legal Name] shall be that of independent contractors. Nothing in the Agreement shall be construed as creating a partnership, joint venture, employment, or agency relationship between the parties.

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FURTHER RESOLUTIONS AND AUTHORIZATIONS

BE IT FURTHER RESOLVED, that the President, Chief Executive Officer, Chief Operating Officer, and/or any Vice President of [Company Full Legal Name] (each, an "Authorized Officer") be, and each hereby is, authorized and empowered to negotiate, approve, execute, and deliver the Agreement and any other documents, instruments, or certificates contemplated thereby or necessary or appropriate to consummate the transactions contemplated by this Resolution, in such form and substance as the Authorized Officer executing the same shall approve, such approval to be conclusively evidenced by the execution thereof;

BE IT FURTHER RESOLVED, that the Authorized Officers be, and each hereby is, authorized and empowered to take all such actions and do all such things as they, in their discretion, may deem necessary or advisable to carry out the intent and accomplish the purposes of the foregoing resolutions;

BE IT FURTHER RESOLVED, that the Corporate Secretary or any Assistant Secretary of the Company be, and each hereby is, authorized and directed to certify these resolutions and to file them with the corporate records of the Company.

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EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the undersigned, being the duly appointed Secretary of [Company Full Legal Name], does hereby certify that the foregoing resolutions were duly adopted by the Board of Directors of [Company Full Legal Name] at a meeting duly called and held on [Date of Board Meeting], at which a quorum was present and voting, and that these resolutions are in full force and effect as of the Effective Date first written above.

FOR [COMPANY FULL LEGAL NAME] (CERTIFICATION BY CORPORATE SECRETARY):

Signature: _____________________________________ Printed Name: [Corporate Secretary Name] Title: Corporate Secretary Company: [Company Full Legal Name] Date: [Date]

ATTESTED AND APPROVED BY THE CHAIRMAN OF THE BOARD:

Signature: _____________________________________ Printed Name: [Chairman of the Board Name] Title: Chairman of the Board Company: [Company Full Legal Name] Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

This guide provides actionable instructions for completing, executing, and filing the Board Resolution.

1. Open in Editor: Open this document in Microsoft Word, Google Docs, or a similar word processing application.
2. Complete Bracketed Fields: Systematically review and replace all bracketed placeholder text (e.g., [Company Full Legal Name], [Effective Date], [Amount in USD]) with the accurate and specific information relevant to your company and the proposed engagement. Ensure all numerical and textual fields are correct.
   • Crucial Fields to Verify:
     • [Company Full Legal Name], [Company Principal Address]
     • [State of Incorporation]
     • [Client Full Legal Name], [Client Entity Type], [Client Jurisdiction], [Client Principal Address]
     • [Date of Board Meeting], [Time of Board Meeting], [Location of Board Meeting]
     • [Brief Description of Company's Business], [Brief Description of Services or Engagement]
     • Specific monetary amounts ([Amount in USD]) and payment terms ([Rate], [Number] days for payment).
     • Term duration ([Number] months/years).
     • Cure Period duration ([Number] days).
     • Confidentiality period duration ([Number] years).
     • Limitation of Liability monetary caps ([Number] months of fees).
     • Dispute resolution location ([City, State]) and rules (e.g., AAA).
     • Governing Law State ([State of Incorporation]) and jurisdiction for courts ([County, State]).
     • Section numbers for surviving clauses in "Effect of Termination".
     • Titles of Authorized Officers.
3. Review and Legal Counsel Consultation:
   • Thorough Review: Have the completed document reviewed by the Company's President, General Counsel, or other authorized senior management.
   • External Legal Counsel: It is imperative to engage qualified legal counsel in your jurisdiction to review the completed resolution. Counsel can ensure that the language complies with specific local, state, and federal corporate laws, the Company's bylaws, and adequately protects the Company's interests in the context of the proposed services agreement. This is especially important for clauses related to liability, indemnification, and intellectual property.
4. Board Approval Meeting:
   • Schedule Meeting: Ensure a formal Board of Directors meeting is duly called and held on the [Date of Board Meeting] with proper notice given to all directors as per the Company's bylaws.
   • Quorum: Verify that a quorum of directors is present and acting throughout the meeting.
   • Presentation: Present the proposed Board Resolution to the Board. Discuss the details of the proposed Agreement and the necessity of this resolution.
   • Vote: Conduct a formal vote on the resolution. The results (unanimous or majority) should be accurately reflected in the preamble of the resolution and the meeting minutes.
5. Execution (Signatures):
   • Corporate Secretary: The Corporate Secretary (or Assistant Secretary) listed in the "FOR [COMPANY FULL LEGAL NAME] (CERTIFICATION BY CORPORATE SECRETARY)" block must physically or digitally sign the document.
   • Chairman of the Board: The Chairman of the Board must physically or digitally sign the "ATTESTED AND APPROVED BY THE CHAIRMAN OF THE BOARD" block.
   • Verification of Authority: Ensure that the individuals signing have the appropriate signatory authority as per the Company's bylaws and corporate governance policies.
   • Digital Signatures: For digital execution, use reputable services like DocuSign, Adobe Sign, or similar platforms. Ensure that the platform provides an audit trail and certificate of completion, which should be retained with the executed document.
6. Record Retention and Filing:
   • Originals: If executed physically, retain the original wet-ink signed document securely. If digitally executed, retain the digitally signed PDF and the associated audit trail/certificate of completion.
   • Corporate Minute Book: The Corporate Secretary must file the executed Board Resolution, along with the minutes of the Board meeting at which it was adopted, in the Company's official corporate minute book. This is a critical corporate governance requirement.
   • Distribution: Provide copies of the executed resolution to the Authorized Officers responsible for executing the underlying Agreement with [Client Full Legal Name], and to [Company Full Legal Name]'s legal and finance departments. A copy may also be provided to the Client if requested as part of their due diligence for the Agreement.
   • Indexing: Ensure the resolution is properly indexed in the Company's corporate records for easy retrieval.