Company Resolution Template Word Doc

CORPORATE RESOLUTION AND PROFESSIONAL SERVICES AGREEMENT

DOCUMENT ID: CORP-RES-2024-001
EFFECTIVE DATE: [Date]
VERSION: 1.0
GOVERNING JURISDICTION: [State/Province/Country]

STATUTORY & LEGAL COMPLIANCE NOTICE

This document constitutes a formal legal instrument. It is provided for informational and drafting purposes only. The enforceability of this agreement is subject to the specific corporate bylaws of the entity and the prevailing statutory laws of the governing jurisdiction. Users are advised to consult with qualified legal counsel to verify compliance with local filing requirements, corporate formalities, and tax implications before execution.

1. PARTIES AND RECITALS

This Corporate Resolution and Professional Services Agreement ("Agreement") is entered into as of the Effective Date by and between:

COMPANY: [Company Full Legal Name], a corporation organized and existing under the laws of [State of Incorporation], with its principal place of business at [Principal Address] ("Company").

COUNTERPARTY: [Client/Vendor Full Legal Name], with its principal place of business at [Principal Address] ("Counterparty").

WHEREAS, the Board of Directors/Shareholders of the Company have duly authorized the engagement of the Counterparty to perform the services described herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

2. OPERATIVE CLAUSES

2.1 SCOPE OF SERVICES. The Counterparty agrees to provide the services described in Exhibit A ("Services"). The Counterparty shall perform all services in a professional, workmanlike manner, consistent with industry standards.

2.2 COMPENSATION AND PAYMENT TERMS. (a) The Company shall pay the Counterparty a total fee of [Amount in USD]. (b) Payment shall be triggered by [Milestone/Date]. (c) Invoices shall be submitted in writing. Undisputed amounts are due within thirty (30) days of invoice receipt. (d) Any payment not made when due shall bear interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

2.3 TERM AND TERMINATION. (a) This Agreement commences on the Effective Date and continues until [Date/Completion of Services]. (b) Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice. (c) Either party may terminate for cause if the other party commits a material breach and fails to cure said breach within fifteen (15) days of receiving written notice of default.

2.4 INTELLECTUAL PROPERTY. All deliverables, materials, and work products created by the Counterparty for the Company under this Agreement shall be deemed "Work Made for Hire" to the fullest extent permitted by law. All rights, title, and interest in such work product shall vest exclusively in the Company upon creation.

2.5 CONFIDENTIALITY. Both parties agree to maintain the strict confidentiality of all proprietary information disclosed during the term of this engagement. Neither party shall disclose Confidential Information to third parties without prior written consent, except as required by law.

2.6 REPRESENTATIONS AND WARRANTIES. Each party represents that (i) it has the full power and authority to enter into this Agreement, (ii) the execution of this Agreement does not conflict with any other obligations, and (iii) the services provided shall not infringe upon the intellectual property rights of any third party.

2.7 LIMITATION OF LIABILITY AND INDEMNIFICATION. (a) Neither party shall be liable for indirect, incidental, or consequential damages. (b) The Counterparty agrees to indemnify, defend, and hold harmless the Company from any claims, losses, or damages arising out of the Counterparty’s gross negligence or willful misconduct.

2.8 DISPUTE RESOLUTION AND GOVERNING LAW. This Agreement shall be governed by the laws of [Governing Jurisdiction]. Any dispute arising out of this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.

2.9 MISCELLANEOUS. (a) Severability: If any provision is found unenforceable, the remainder of the Agreement shall remain in full force. (b) Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original. (c) Entire Agreement: This document constitutes the entire agreement between the parties and supersedes all prior oral or written understandings.

3. EXECUTION AND SIGNATURE BLOCKS

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

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

4. STEP-BY-STEP EXECUTION AND FILING GUIDE

1. Drafting: Use the [Bracketed] fields to input accurate entity data. Ensure all dates follow the format (Month/Day/Year).
2. Verify Authority: Before signing, ensure the Authorized Signatory (usually a CEO, President, or CFO) has a Board Resolution or Power of Attorney granting them authority to bind the entity.
3. Review: Print a draft copy for "Redline" review. Check that the Scope of Services (Exhibit A) is explicitly defined to prevent "scope creep."
4. Digital Execution: Upload the finalized document to a platform like DocuSign or Adobe Sign. Ensure "Audit Trail" settings are enabled to capture the IP address and timestamp of both parties.
5. Record Retention: Once fully executed, store the digital original in a secure, encrypted corporate "Minute Book" or document management system (DMS). Keep hard copies in the Company’s legal file for at least seven (7) years for tax and audit purposes.