Board Resolution Format for Pos Machine

CORPORATE BOARD RESOLUTION: AUTHORIZATION FOR POINT OF SALE (POS) TERMINAL ACQUISITION AND MERCHANT SERVICES AGREEMENT

Document ID: RES-POS-202X-001
Effective Date: [Insert Date]
Version: 1.0
Governing Jurisdiction: [Insert State/Province], [Country]

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STATUTORY & LEGAL COMPLIANCE NOTICE

This document constitutes a formal corporate resolution draft. It is provided for informational purposes and serves as a template. Legal enforceability is contingent upon adherence to the specific bylaws of the Corporation, the applicable Business Corporation Act of the Governing Jurisdiction, and internal corporate governance procedures. Counsel recommends review by local legal advisors to ensure consistency with existing Articles of Incorporation and Board mandates.

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I. RECITALS

WHEREAS, [Company Full Legal Name] (the "Company") requires the implementation of Point of Sale ("POS") terminal systems to facilitate payment processing and operational efficiency;

WHEREAS, the Board of Directors (the "Board") of the Company has reviewed the proposal from [Merchant Services Provider Name] (the "Counterparty") to provide, install, and maintain said hardware and services;

NOW, THEREFORE, the Board hereby resolves as follows:

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II. OPERATIVE CLAUSES

1. SCOPE OF SERVICES

The Company is hereby authorized to enter into an agreement with the Counterparty for the provision of [Number] POS terminal(s) and associated payment gateway services. The scope shall encompass hardware delivery, software integration, technical support, and transaction settlement services as defined in the Master Service Agreement (MSA) attached hereto as Exhibit A.

2. COMPENSATION & PAYMENT TERMS

The Company shall pay a service fee of [Amount in USD] per [Month/Transaction Cycle]. Invoices shall be payable within [30] days of receipt. Late payments shall accrue interest at a rate of [1.5]% per month or the maximum rate permitted by law, whichever is lower. Failure to remit payment within [60] days shall constitute a material breach.

3. TERM & TERMINATION

This engagement shall commence on [Effective Date] and continue for a period of [Number] years, automatically renewing unless written notice of non-renewal is provided [60] days prior to the expiration of the current term. Either party may terminate for convenience with [90] days' written notice, or for material breach upon [30] days' written notice if such breach remains uncured.

4. INTELLECTUAL PROPERTY & DATA OWNERSHIP

All proprietary software, hardware specifications, and documentation provided by the Counterparty remain the property of the Counterparty. Conversely, all transaction data, customer information, and financial records generated through the POS system shall be the sole and exclusive property of the Company.

5. CONFIDENTIALITY

Each party agrees to maintain the strict confidentiality of all non-public information received from the other party. Confidential information shall be used solely for the performance of this agreement and shall not be disclosed to any third party without express written consent, except as required by law or judicial process.

6. REPRESENTATIONS & WARRANTIES

The Company represents that it has full power and authority to enter into this agreement. The Counterparty warrants that the POS equipment is merchantable, fit for its intended purpose, and compliant with all relevant PCI-DSS (Payment Card Industry Data Security Standard) regulations.

7. LIMITATION OF LIABILITY & INDEMNIFICATION

Except for instances of gross negligence or willful misconduct, the aggregate liability of either party under this agreement shall not exceed [Amount in USD]. The Counterparty agrees to indemnify, defend, and hold harmless the Company against any third-party claims arising from a breach of security related to the POS hardware or software.

8. DISPUTE RESOLUTION

Any dispute, controversy, or claim arising out of or relating to this resolution or the associated contract shall be settled by binding arbitration administered by [Arbitration Body, e.g., AAA] in accordance with its Commercial Arbitration Rules. The seat of arbitration shall be [City, State].

9. GOVERNING LAW & SEVERABILITY

This resolution and any resulting contract shall be governed by the laws of [Governing Jurisdiction]. If any provision of this document is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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III. EXECUTION & SIGNATURES

FOR [COMPANY FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Corporate Secretary / Director] Company: [Company Legal Name] Date: [Date]

FOR [COUNTERPARTY / MERCHANT SERVICES PROVIDER]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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IV. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Drafting: Utilize "Find and Replace" (Ctrl+H) in Microsoft Word to replace all bracketed fields [...] with specific factual data.
2. Verification: Confirm that the signatory for the Company is explicitly authorized to bind the corporation as per the company's Bylaws or prior Board Resolution.
3. Ratification: Present this document during a formal meeting of the Board of Directors. Record the result of the vote in the "Official Minutes of the Board."
4. Digital Signature: Upload the finalized PDF to a compliant platform (DocuSign, Adobe Sign, or HelloSign). Ensure "Audit Trail" and "Certificate of Completion" features are enabled.
5. Record Retention:
   • Original: Store the executed physical/electronic original in the Company's Corporate Minute Book.
   • Digital: Save an encrypted digital copy in a centralized legal repository (e.g., SharePoint, NetDocuments).
   • External: Provide a certified copy to the Counterparty and your banking institution if required for merchant account verification.