Board Resolution Format for Pvt Ltd

This document template is designed as an institutional-grade Master Professional Services Agreement, fully recognizing that for a Private Limited Company, the execution of such an agreement typically requires formal authorization by its Board of Directors. While this document is the agreement itself, its recitals explicitly acknowledge the prerequisite Board Resolution, thereby addressing the "board resolution format for pvt ltd" in the context of authorizing and governing the Company's entry into external contractual engagements.

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MASTER PROFESSIONAL SERVICES AGREEMENT

DOCUMENT ID: MSA-PVTLTD-[Effective Date]-V[Version] EFFECTIVE DATE: [Effective Date] VERSION: 1.0 GOVERNING JURISDICTION: [Specify Governing State/Country, e.g., State of Delaware, United States of America / Republic of India]

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1. STATUTORY & LEGAL COMPLIANCE NOTICE AND DISCLAIMER

This Master Professional Services Agreement (the "Agreement") is a template drafted for general institutional use. Its enforceability and interpretation are subject to the specific laws and regulations of the governing jurisdiction chosen by the parties, as well as the unique facts and circumstances of each engagement. Parties are strongly advised to consult with independent legal counsel prior to executing this Agreement to ensure compliance with all applicable local, national, and international laws, including without limitation, corporate governance requirements, tax implications, consumer protection laws, data privacy regulations (e.g., GDPR, CCPA, DPDP), intellectual property laws, and industry-specific regulations. This document does not constitute legal advice, and no attorney-client relationship is formed by its provision. The preparer assumes no liability for the use or misuse of this template.

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2. PARTIES AND RECITALS

This Master Professional Services Agreement ("Agreement") is made and entered into as of the Effective Date, by and between:

[COMPANY FULL LEGAL NAME], a private limited company duly incorporated and existing under the laws of [State/Country of Incorporation], with its principal place of business located at [Company Principal Address] (hereinafter referred to as "Company");

AND

[CLIENT FULL LEGAL NAME], [a corporation / an individual / a partnership / other legal entity type] duly [incorporated / organized] and existing under the laws of [State/Country of Incorporation/Organization], with its principal place of business located at [Client Principal Address] (hereinafter referred to as "Client").

Company and Client are hereinafter collectively referred to as the "Parties" and individually as a "Party."

WHEREAS, Company is in the business of providing professional services, as further detailed herein;

WHEREAS, Client desires to retain Company to perform certain professional services, and Company is willing to perform such services, subject to the terms and conditions set forth in this Agreement;

WHEREAS, the Board of Directors of Company has duly met and passed all necessary resolutions, including specifically Resolution No. [Resolution Number] dated [Resolution Date], authorizing Company to enter into this Agreement and to perform its obligations hereunder; and

WHEREAS, the Parties mutually desire to enter into this Agreement to define the terms and conditions under which such professional services shall be rendered and accepted.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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3. EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

3.1. Scope of Services / Engagement

3.1.1. Services Defined. Company shall perform the professional services ("Services") as specifically described in detail within a Statement of Work ("SOW") or project brief mutually executed by authorized representatives of both Parties and attached hereto as Schedule A. Each SOW shall reference this Agreement and shall be incorporated herein by reference. In the event of any conflict between the terms of this Agreement and the terms of an SOW, the terms of this Agreement shall prevail, unless the SOW explicitly states an intent to supersede a specific provision of this Agreement, and is signed by duly authorized representatives of both Parties.

3.1.2. Changes to Scope. Any changes, additions, or modifications to the Services defined in an SOW must be mutually agreed upon by both Parties in writing and shall constitute a written change order ("Change Order"). Unless otherwise agreed in a Change Order, additional services resulting from a Change Order shall be billed at Company’s then-current standard rates.

3.1.3. Client Responsibilities. Client acknowledges and agrees that Company's ability to effectively perform the Services is contingent upon Client’s timely and effective performance of its responsibilities hereunder, including but not limited to, providing timely decisions, approvals, necessary information, data, and access to resources and personnel as reasonably requested by Company. Company shall not be liable for any delays or failures in performance caused by Client's failure to fulfill its responsibilities.

3.2. Compensation & Payment Terms

3.2.1. Fees. Client shall compensate Company for the Services performed and expenses incurred as set forth in the applicable SOW ("Fees"). Unless otherwise specified in an SOW, all Fees are quoted in [Currency, e.g., United States Dollars (USD)].

3.2.2. Invoicing and Payment Schedule. Company shall issue invoices to Client according to the payment schedule and milestones specified in the applicable SOW. In the absence of a specified schedule, Company shall invoice Client [monthly / upon completion of milestones / other] for Services rendered during the preceding period. All undisputed invoices are due and payable by Client within [Number, e.g., thirty (30)] days from the invoice date ("Due Date").

3.2.3. Expenses. In addition to the Fees, Client shall reimburse Company for all reasonable and pre-approved out-of-pocket expenses incurred by Company in the performance of the Services, provided such expenses are supported by appropriate documentation. Company shall obtain Client's prior written consent for any individual expense exceeding [Amount in USD, e.g., $250.00] or aggregate expenses exceeding [Amount in USD, e.g., $1,000.00] per SOW.

3.2.4. Late Payments. Any amounts not paid by the Due Date shall accrue interest at the rate of [Number, e.g., one and one-half percent (1.5%)] per month or the maximum rate permitted by law, whichever is lower, from the Due Date until paid in full. Client shall be responsible for all reasonable costs (including attorneys' fees and collection agency fees) incurred by Company in collecting any overdue amounts.

3.2.5. Taxes. All Fees and charges payable by Client under this Agreement are exclusive of any applicable sales, use, value-added, goods and services, withholding, or similar taxes ("Taxes"), duties, or levies imposed by any taxing authority. Client shall be responsible for paying all such Taxes, excluding taxes based on Company's net income. If Company is required by law to collect and remit such Taxes on Client’s behalf, Company shall invoice Client for such amounts, and Client shall pay such amounts.

3.3. Term & Termination

3.3.1. Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until [Number, e.g., one (1) year] from the Effective Date, unless earlier terminated in accordance with the provisions herein (the "Initial Term"). Thereafter, this Agreement shall automatically renew for successive [e.g., one (1) year] periods (each, a "Renewal Term"), unless either Party provides written notice of non-renewal to the other Party at least [Number, e.g., sixty (60)] days prior to the expiration of the Initial Term or any Renewal Term.

3.3.2. Termination for Convenience. Either Party may terminate this Agreement or any individual SOW, for convenience, by providing [Number, e.g., sixty (60)] days' prior written notice to the other Party. In the event of termination for convenience by Client, Client shall pay Company for all Services performed and expenses incurred up to the effective date of termination, plus any non-cancellable commitments made by Company to third parties in reliance on this Agreement or the applicable SOW. In the event of termination for convenience by Company, Company shall be paid for all Services performed and expenses incurred up to the effective date of termination.

3.3.3. Termination for Breach. Either Party may terminate this Agreement or any SOW immediately upon written notice to the other Party if the other Party materially breaches any of its obligations hereunder and fails to cure such breach within [Number, e.g., thirty (30)] days after receiving written notice thereof from the non-breaching Party. Failure to make timely payments when due shall constitute a material breach.

3.3.4. Termination for Insolvency. Either Party may terminate this Agreement immediately upon written notice if the other Party (a) becomes insolvent; (b) files a petition for bankruptcy; (c) has a receiver appointed over its assets; or (d) ceases to carry on business in the normal course.

3.3.5. Effect of Termination. Upon the effective date of termination or expiration of this Agreement or any SOW, (a) Client shall immediately pay to Company all outstanding Fees and reimbursable expenses for Services performed and expenses incurred up to the effective date of termination or expiration; (b) Company shall cease all work on the Services; (c) each Party shall return to the other Party all Confidential Information and property of the other Party; and (d) all rights and licenses granted under this Agreement shall cease, except as expressly provided herein. Sections [List sections, e.g., 3.2 (Compensation & Payment Terms) for accrued but unpaid amounts, 3.4 (Intellectual Property Ownership & Work Made for Hire), 3.5 (Mutual Confidentiality & Non-Disclosure), 3.6 (Representations & Warranties), 3.7 (Limitation of Liability & Indemnification), 3.8 (Dispute Resolution & Arbitration), 3.9 (Governing Law & Jurisdiction), and 3.10 (Miscellaneous)] shall survive any termination or expiration of this Agreement.

3.4. Intellectual Property Ownership & Work Made for Hire

3.4.1. Definition of Work Product. "Work Product" means all deliverables, materials, documents, software, code, designs, specifications, inventions, discoveries, improvements, data, information, reports, and other intellectual property, whether patentable or not, created, conceived, reduced to practice, or developed by Company (either alone or jointly with others) in the course of performing the Services under this Agreement and any SOW.

3.4.2. Ownership of Work Product. To the maximum extent permitted by applicable law, all Work Product shall be considered "work made for hire" for Client. Company hereby irrevocably assigns, transfers, and conveys to Client all right, title, and interest worldwide in and to the Work Product, including all intellectual property rights therein (including without limitation patents, copyrights, trademarks, trade secrets, and moral rights), without any additional compensation. Company shall execute all further documents and provide all reasonable assistance requested by Client to perfect Client’s ownership of the Work Product.

3.4.3. Company Background IP. Company retains all right, title, and interest in and to any intellectual property owned by Company prior to or developed independently of this Agreement ("Company Background IP"). To the extent Company Background IP is incorporated into or necessary for the use of the Work Product, Company hereby grants to Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, distribute, and display such Company Background IP solely as necessary for Client's full enjoyment and exploitation of the Work Product.

3.4.4. Client IP. Client retains all right, title, and interest in and to any intellectual property provided by Client to Company for the performance of the Services ("Client IP"). Company shall use Client IP solely for the purpose of performing the Services and shall not use, reproduce, or distribute Client IP for any other purpose without Client's prior written consent.

3.5. Mutual Confidentiality & Non-Disclosure

3.5.1. Definition of Confidential Information. "Confidential Information" means any and all non-public, proprietary information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, visually, in writing, electronically, or otherwise, and whether or not marked as "confidential," including but not limited to, business plans, financial information, marketing strategies, customer lists, technical data, product designs, software code, trade secrets, and other information that, by its nature, would reasonably be understood to be confidential.

3.5.2. Exclusions. Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party, without breach of any confidentiality obligation; (c) is lawfully obtained by the Receiving Party from a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

3.5.3. Obligations of Receiving Party. The Receiving Party agrees to: (a) hold the Disclosing Party’s Confidential Information in strict confidence; (b) use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; (c) not disclose, reproduce, or distribute the Confidential Information to any third party, except to its employees, agents, and subcontractors who have a need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as those contained herein; and (d) exercise at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care.

3.5.4. Compelled Disclosure. If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it shall (a) provide the Disclosing Party with prompt written notice of such requirement (to the extent legally permitted) so that the Disclosing Party may seek a protective order or other appropriate remedy; (b) cooperate with the Disclosing Party in its efforts to obtain a protective order or other remedy; and (c) disclose only that portion of the Confidential Information that it is legally required to disclose.

3.5.5. Return or Destruction. Upon termination or expiration of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information (and all copies thereof) in its possession or control, except for copies retained for legal or archival purposes subject to continuing confidentiality obligations.

3.6. Representations & Warranties

3.6.1. Mutual Representations and Warranties. Each Party represents and warrants to the other that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation/organization; (b) it has the full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (c) the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate or other organizational actions; and (d) this Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms.

3.6.2. Company Representations and Warranties. Company represents and warrants that: (a) it will perform the Services in a professional and workmanlike manner, in accordance with generally accepted industry standards; (b) it has the necessary skills, experience, and resources to perform the Services; (c) the Services and Work Product will conform in all material respects to the specifications set forth in the applicable SOW; (d) the Work Product will not infringe upon or misappropriate the intellectual property rights of any third party; and (e) it will comply with all applicable laws and regulations in its performance of the Services.

3.6.3. Client Representations and Warranties. Client represents and warrants that: (a) it has the right to provide Company with the Client IP and any other materials necessary for Company to perform the Services without infringing the rights of any third party; and (b) its use of the Work Product will comply with all applicable laws and regulations.

3.6.4. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES OR WORK PRODUCT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

3.7. Limitation of Liability & Indemnification

3.7.1. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, REVENUE, DATA, OR USE), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE TOTAL CUMULATIVE LIABILITY OF COMPANY UNDER THIS AGREEMENT, FOR ALL CLAIMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL IN NO EVENT EXCEED THE TOTAL FEES PAID BY CLIENT TO COMPANY UNDER THIS AGREEMENT FOR THE SPECIFIC SOW GIVING RISE TO THE CLAIM DURING THE [NUMBER, e.g., TWELVE (12)] MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE FOREGOING LIMITATION SHALL NOT APPLY TO LIABILITY ARISING FROM COMPANY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, OR INDEMNIFICATION OBLIGATIONS HEREUNDER.

3.7.2. Indemnification by Company. Company shall indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of any third-party claim, suit, or proceeding alleging that the Work Product, when used in accordance with this Agreement, infringes or misappropriates any patent, copyright, trademark, trade secret, or other intellectual property right of a third party; provided that Client (a) provides prompt written notice of the claim to Company; (b) grants Company sole control over the defense and settlement of the claim; and (c) provides Company with all reasonable assistance, at Company's expense.

3.7.3. Indemnification by Client. Client shall indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of any third-party claim, suit, or proceeding relating to: (a) Client's data, information, or materials provided to Company; (b) Client's breach of its representations, warranties, or obligations under this Agreement; or (c) Client's use of the Services or Work Product in a manner not authorized by this Agreement; provided that Company (a) provides prompt written notice of the claim to Client; (b) grants Client sole control over the defense and settlement of the claim; and (c) provides Client with all reasonable assistance, at Client's expense.

3.8. Dispute Resolution & Arbitration

3.8.1. Good Faith Negotiation. The Parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof (a "Dispute"), through good faith negotiations between senior management of both Parties. Either Party may initiate negotiations by providing written notice to the other Party, and the Parties shall meet within [Number, e.g., thirty (30)] days of such notice to attempt to resolve the Dispute.

3.8.2. Mediation (Optional). If the Parties are unable to resolve the Dispute through negotiation within [Number, e.g., sixty (60)] days of the initial notice, either Party may, by written notice to the other, request that the Dispute be submitted to non-binding mediation. The Parties shall mutually agree on a mediator. If the Parties cannot agree on a mediator within [Number, e.g., fifteen (15)] days of the request for mediation, a mediator shall be appointed by [Specify arbitration body, e.g., the American Arbitration Association / Singapore International Arbitration Centre]. The costs of mediation shall be shared equally by the Parties.

3.8.3. Binding Arbitration. Any Dispute that cannot be resolved through negotiation (and optional mediation) within [Number, e.g., ninety (90)] days of the initial notice of dispute shall be submitted to binding arbitration. The arbitration shall be conducted in [City, State/Country, e.g., New York, New York] in accordance with the [Specify arbitration rules, e.g., Commercial Arbitration Rules of the American Arbitration Association (AAA)] then in effect. The arbitration shall be conducted by [Number, e.g., one (1)] mutually agreed-upon arbitrator. If the Parties cannot agree on an arbitrator within [Number, e.g., fifteen (15)] days of the decision to arbitrate, the arbitrator shall be appointed by [Specify arbitration body, e.g., the AAA]. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction. The prevailing Party in any arbitration or other legal proceeding arising out of this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

3.8.4. Exception to Arbitration. Notwithstanding the foregoing, either Party may seek injunctive relief or other equitable remedies in a court of competent jurisdiction without resort to arbitration for claims related to intellectual property infringement or misappropriation or breach of confidentiality obligations.

3.9. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the internal laws of [Specify Governing State/Country, e.g., the State of Delaware, United States of America] without regard to its conflict of laws principles. The Parties agree that for any legal action or proceeding not subject to arbitration under Section 3.8, the exclusive jurisdiction and venue shall be in the state and federal courts located in [Specify City, State/Country, e.g., Wilmington, Delaware], and each Party hereby submits to the personal jurisdiction of such courts.

3.10. Miscellaneous

3.10.1. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from this Agreement and the remaining provisions shall continue in full force and effect as if this Agreement had been executed without the invalid, illegal, or unenforceable provision.

3.10.2. Entire Agreement. This Agreement, together with all executed SOWs and schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to such subject matter.

3.10.3. Amendments. No amendment, modification, or waiver of any provision of this Agreement or any SOW shall be effective unless it is in writing and signed by duly authorized representatives of both Parties.

3.10.4. Waiver. The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing by the waiving Party. A waiver on one occasion shall not be deemed a waiver of any subsequent breach or default.

3.10.5. Assignment. Neither Party may assign or transfer any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed. Any attempted assignment or transfer in violation of this Section shall be null and void.

3.10.6. Force Majeure. Neither Party shall be liable for any delay or failure to perform its obligations hereunder (excluding payment obligations) if such delay or failure is caused by an event beyond its reasonable control, including but not limited to, acts of God, war, terrorism, riots, embargoes, fires, floods, earthquakes, epidemics, pandemics, or governmental action. The Party affected by such an event shall promptly notify the other Party and shall use commercially reasonable efforts to mitigate the effects of the force majeure event.

3.10.7. Notices. All notices, consents, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered personally; (b) sent by certified or registered mail, return receipt requested, postage prepaid; (c) sent by nationally recognized overnight courier service; or (d) sent by email with confirmation of receipt, to the addresses specified below or such other address as a Party may designate by written notice.

To Company: [Company Full Legal Name] [Company Principal Address] Attention: [Name/Title of Contact Person] Email: [Company Contact Email]

To Client: [Client Full Legal Name] [Client Principal Address] Attention: [Name/Title of Contact Person] Email: [Client Contact Email]

3.10.8. Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, joint venture, employment, or agency relationship between the Parties. Neither Party has the authority to bind the other Party or to incur any obligations on its behalf.

3.10.9. Headings. The headings in this Agreement are for convenience only and shall not affect its interpretation.

3.10.10. Counterparts. This 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, DocuSign, Adobe Sign) shall be deemed original signatures for all purposes.

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4. EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

FOR [COMPANY FULL LEGAL NAME]:

Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Full Legal Name] Date: [Date]

FOR [CLIENT FULL LEGAL NAME]:

Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

This guide provides actionable instructions for the proper completion, execution, and retention of this Master Professional Services Agreement.

1. Preparation (Microsoft Word / Google Docs):

   • Fillable Fields: Systematically review the entire document and replace all bracketed placeholder text (e.g., [Company Full Legal Name], [Effective Date], [Amount in USD]) with the specific, accurate information pertaining to your transaction. Ensure that dates, names, addresses, currency, and numerical values are entered correctly and consistently.
   • SOW Attachment: Prepare Schedule A (Statement of Work) detailing the specific services, deliverables, milestones, payment schedule, and any other project-specific terms. This SOW must reference this Master Professional Services Agreement and explicitly state that it is incorporated by reference. Attach it as a separate document or physically append it.
   • Review & Proofread: Conduct a thorough review of the entire document for accuracy, completeness, and consistency. Check for any typographical errors or grammatical mistakes. It is advisable to have a second person review the document.

2. Legal Review & Authorization:

   • Independent Legal Counsel: Both Company and Client must seek independent legal counsel to review this Agreement. Legal counsel can advise on jurisdictional specifics, potential risks, and ensure the document aligns with each Party's commercial interests and legal obligations.
   • Company Board Resolution: For the Company, ensure that a formal Board Resolution (as referenced in the Recitals) has been duly passed by the Board of Directors, specifically authorizing the Company to enter into this Agreement and delegating authority to the designated signatory. The resolution number and date should be recorded in the Recitals section. Retain a certified copy of this Board Resolution with the executed Agreement.
   • Signatory Authority: Verify that the individuals designated to sign this Agreement on behalf of both Company and Client possess the requisite legal authority (e.g., corporate officer, authorized agent) to bind their respective entities. Request and review corporate resolutions, incumbency certificates, or power of attorney documents as necessary.

3. Execution (Digital Signatures Recommended):

   • Digital Signature Platforms: Utilize reputable digital signature platforms such as DocuSign, Adobe Sign, or similar services for secure and legally binding execution. These platforms provide audit trails, identity verification, and tamper-evident documents.
   • Workflow:
     • Upload the final, reviewed Agreement (including Schedule A/SOW) to the chosen digital signature platform.
     • Place signature, date, and printed name fields for all authorized signatories as per the "Execution & Formal Signature Blocks" section.
     • Send the document to the authorized signatories of both Company and Client in the agreed-upon sequence.
     • Each signatory should carefully review the document before applying their digital signature.
   • Manual Execution (If Digital Not Possible): If digital signatures are not used, print two (2) original copies of the Agreement (including Schedule A/SOW). Each authorized signatory must manually sign and date both original copies.
   • Witness/Notarization (Optional but Recommended for High-Value Agreements): For agreements of significant value or complexity, consider having signatures witnessed by independent third parties or notarized, especially if required by the governing jurisdiction or internal policies.

4. Record Retention & Distribution:

   • Company Records: Upon full execution, ensure that the Company receives a complete, fully executed copy of the Agreement (digital or physical).
     • Central Repository: Store the executed Agreement in a designated, secure, and accessible central contract repository or legal file system.
     • Backup: Maintain redundant backups of the digital Agreement. For physical copies, store them in a secure, fireproof location.
     • Associated Documents: File the corresponding Board Resolution, signatory authority documentation, and all related communications alongside the executed Agreement.
   • Client Records: Provide the Client with a complete, fully executed copy of the Agreement for their records.
   • Internal Distribution: Distribute relevant sections of the Agreement (e.g., Scope of Services, Payment Terms) to internal teams (e.g., project management, finance, sales) who need to be aware of their obligations and responsibilities under the contract.
   • Monitoring & Compliance: Establish a system for monitoring key dates (e.g., term expiration, renewal notices, payment due dates) and ensuring ongoing compliance with the Agreement's terms.

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