Board Resolution to Negotiate a Specific Contract

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

BOARD RESOLUTION

OF

{{company_name}} (the “Company”)

Duly passed at a meeting of the Board of Directors held on {{date}} at {{time}} at {{location}}.

WHEREAS:

A. The Company is considering entering into a contract with {{party_name}} (the “Counterparty”) for {{contract_purpose}} (the “Contract”).

B. The Board of Directors deems it in the best interest of the Company to formally authorise certain individuals to negotiate the terms and conditions of the proposed Contract.

C. The Board acknowledges the importance of due diligence and proper authorisation in the negotiation process to ensure the Company's interests are protected.

RESOLVED, that:

1. Negotiation Authority. (a) {{negotiator_name_1}} ({{negotiator_title_1}}) and {{negotiator_name_2}} ({{negotiator_title_2}}) (collectively, the “Authorised Negotiators”) be and are hereby jointly and severally authorised to negotiate the terms, conditions, and all aspects of the proposed Contract with the Counterparty on behalf of the Company.

2. Scope of Authority. (a) The Authorised Negotiators are empowered to discuss, propose, and agree upon all commercial, legal, and operational terms related to the Contract, provided that any final agreement is subject to further review and approval by the Board of Directors.

3. Reporting Requirement. (a) The Authorised Negotiators shall provide regular updates to the Board on the progress of negotiations, including any material developments, proposed significant clauses, and potential risks or opportunities.

4. Legal Counsel. (a) The Authorised Negotiators are authorised to engage external legal counsel, if deemed necessary, to assist in the review and drafting of the Contract terms, with the Board’s prior approval for engagement and associated costs.

5. Term. (a) This resolution shall remain in full force and effect until the earlier of (i) the Board formally revoking this authority, (ii) the successful execution of the Contract and Board approval, or (iii) {{expiry_date}}.

CERTIFICATION

I, the undersigned, {{secretary_name}}, being the duly appointed Secretary of {{company_name}}, do hereby certify that the above is a true and accurate copy of a resolution duly passed by the Board of Directors of the Company at a meeting held on the date indicated above, and that such resolution is in full force and effect and has not been amended, modified, or revoked.

Signature Block

___________________________

{{secretary_name}}

Company Secretary

{{date}}