Board Resolution Format for Dsa Empanelment

BOARD RESOLUTION AND AUTHORIZATION: DSA EMPANELMENT

Document ID: RES-DSA-[YEAR]-[SEQ] Effective Date: [Date of Board Meeting] Version: 1.0 Governing Jurisdiction: [State/Country, e.g., Delaware, USA]

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LEGAL COMPLIANCE NOTICE

This document is a formal legal template drafted for institutional use. It is intended to serve as a record of corporate action. Legal requirements for board resolutions vary by jurisdiction (e.g., state statutes, corporate bylaws, and articles of incorporation). Users must verify that the procedural requirements for notice, quorum, and voting thresholds satisfy their specific organizational governing documents and local statutory mandates. This document does not constitute personalized legal advice.

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CERTIFIED EXTRACT OF THE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY FULL LEGAL NAME]

HELD ON: [Date] at [Time] LOCATION: [Physical Address or Virtual Platform]

1. RECITALS

WHEREAS, [Company Full Legal Name] (the "Company") identifies the need to expand its market penetration and customer acquisition channels through the empanelment of Direct Sales Agents ("DSAs");

WHEREAS, the Board of Directors (the "Board") has reviewed the proposed framework for the engagement of [Client/Entity Full Legal Name] (the "DSA"), having its principal place of business at [Principal Address], as an authorized representative of the Company;

NOW, THEREFORE, BE IT RESOLVED, that the Company hereby authorizes the empanelment of the DSA to market, solicit, and facilitate the acquisition of products/services as defined in the master engagement agreement.

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2. OPERATIVE CLAUSES

I. SCOPE OF SERVICES

The DSA is authorized to act as a non-exclusive agent for the solicitation of customers for the Company’s services. The DSA shall strictly adhere to the Company’s "Brand Guidelines" and "Compliance Manual" provided separately. Any solicitation materials not produced by the Company must receive prior written approval from the Company’s Legal or Compliance department.

II. COMPENSATION & PAYMENT TERMS

The Company shall pay the DSA a commission of [Amount in USD or %] per successfully onboarded account, subject to the "Clawback Period" of [Number] days. Invoices shall be submitted monthly. Undisputed invoices shall be settled within [Number] days. Late payments shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

III. TERM & TERMINATION

This engagement shall commence on [Effective Date] and continue for a period of [Number] years unless terminated earlier. Either party may terminate this agreement for convenience upon [Number] days’ written notice. In the event of a material breach, the non-breaching party shall provide a 15-day cure period; failure to cure shall result in immediate termination.

IV. INTELLECTUAL PROPERTY & WORK FOR HIRE

All leads, customer data, and marketing materials generated or processed under this engagement shall be deemed "Work Made for Hire." The Company maintains exclusive ownership of all proprietary data, customer lists, and intellectual property developed during the term. The DSA acquires no rights, title, or interest in the Company’s trademarks or intellectual property.

V. MUTUAL CONFIDENTIALITY

Each party (the "Receiving Party") agrees to protect the "Confidential Information" of the other party with the same degree of care as it uses for its own sensitive information. This obligation survives the expiration or termination of the agreement for a period of [Number] years.

VI. REPRESENTATIONS & WARRANTIES

The DSA represents that: (a) it possesses all necessary licenses to perform the services; (b) its performance will not violate any third-party agreements; and (c) it shall comply with all applicable local, state, and federal laws, including data privacy regulations (e.g., GDPR/CCPA).

VII. LIMITATION OF LIABILITY & INDEMNIFICATION

Except for instances of gross negligence or willful misconduct, the Company’s aggregate liability shall not exceed the fees paid to the DSA in the 6 months preceding the claim. The DSA agrees to indemnify, defend, and hold harmless the Company from any claims arising out of the DSA’s breach of contract or regulatory violations.

VIII. DISPUTE RESOLUTION & GOVERNING LAW

This resolution and any subsequent agreements shall be governed by the laws of [Governing Jurisdiction]. Any disputes arising hereunder shall be submitted to binding arbitration in [City, State] under the rules of the American Arbitration Association (or equivalent local body).

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3. AUTHORIZATION

RESOLVED FURTHER, that [Name of Authorized Signatory], in their capacity as [Title], is hereby authorized and empowered to execute, sign, and deliver the DSA Empanelment Agreement and any other instruments or documents deemed necessary or advisable to carry out the intent of these resolutions.

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4. EXECUTION

FOR [COMPANY LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

FOR [DSA / COUNTERPARTY NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Drafting: Replace all [bracketed text] with your specific entity data. Ensure dates align with your corporate fiscal calendar.
2. Verification: Confirm that the person executing the resolution has the authority granted by your internal Corporate Bylaws or Operating Agreement.
3. Board Approval: Ensure the Board meeting is properly "noticed" according to your bylaws. Record the vote count (e.g., "Approved by a vote of 5-0") in the corporate minute book.
4. Digital Signature: Utilize an e-signature platform (DocuSign/Adobe Sign) with "Audit Trail" enabled. This creates a cryptographically verifiable record of the signing process, essential for potential audits.
5. Record Retention:
   • File the Original Signed Resolution in the official "Corporate Minute Book."
   • Provide a Certified Copy (signed by the Corporate Secretary) to the DSA for their records.
   • Retain a digital archive in your secure document management system (e.g., SharePoint/Drive) for the duration of the statute of limitations in your jurisdiction.