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Board Resolution to Terminate a Contract

This template is a formal board resolution to officially terminate a contract with a third party. It should be used when the board of directors has decided to end a contractual agreement.

Updated 15d ago
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{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Board Resolution to Terminate a Contract

Board Resolution to Terminate a Contract

{{company_name}} {{company_address}} Phone: {{phone}} Email: {{email}} Website: {{website}}

BOARD RESOLUTION TO TERMINATE A CONTRACT

Effective Date: {{date_of_resolution}}

PREAMBLE

WHEREAS, the Board of Directors of {{company_name}} (hereinafter referred to as “the Company”) has previously entered into a contract with {{third_party_name}} (hereinafter referred to as “the Contractor”) on {{contract_start_date}} for {{brief_description_of_contract_purpose}} (hereinafter referred to as “the Contract”); and

WHEREAS, the Board of Directors has reviewed the terms and conditions of the Contract, and the performance and implications thereof; and

WHEREAS, for reasons including {{reasons_for_termination}}, the Board believes it is in the best interests of the Company to terminate the Contract.

RESOLUTION TO TERMINATE

BE IT RESOLVED, that the Board of Directors hereby formally approves and authorizes the termination of the Contract between {{company_name}} and {{third_party_name}}, effective {{termination_effective_date}}.

BE IT FURTHER RESOLVED, that the appropriate officers of the Company are hereby authorized and directed to take all necessary steps to effectuate such termination, including, but not limited to, providing written notice to {{third_party_name}} in accordance with the terms of the Contract, negotiating any necessary settlement, and fulfilling any obligations required by the termination clauses of the Contract.

AUTHORIZATION OF OFFICERS

BE IT FURTHER RESOLVED, that {{authorised_officer_name}} in their capacity as {{authorised_officer_title}}, or any other duly authorized officer of the Company, be and hereby is authorized, empowered, and directed, for and on behalf of the Company, to execute and deliver any and all documents, instruments, and agreements, and to take any and all actions that he or she may deem necessary or appropriate to carry out the intent and accomplish the purposes of the foregoing resolution.

INDEMNIFICATION

BE IT FURTHER RESOLVED, that the Company shall indemnify and hold harmless its officers and directors from any liabilities, costs, or expenses incurred in good faith in connection with the termination of the Contract, to the fullest extent permitted by law and the Company’s Articles of Incorporation and Bylaws.

CERTIFICATION

I, {{secretary_name}}, Corporate Secretary of {{company_name}}, do hereby certify that the foregoing is a true and accurate copy of a resolution duly adopted by the Board of Directors of the Company at a meeting held on {{date_of_meeting}}, at which a quorum was present and voting, and that such resolution is in full force and effect as of the date hereof.

IN WITNESS WHEREOF

I have hereunto set my hand and affixed the corporate seal of {{company_name}} this {{day_of_signing}} day of {{month_of_signing}}, {{year_of_signing}}.

SIGNATURE

_____________________________

{{secretary_name}}

Corporate Secretary

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