Corporate Opportunity Waiver Template: Director Consent

Corporate Opportunity Waiver Template

[Company Name]

[Company Address]

[City, State, ZIP Code]

Date: [Date]

Subject: Corporate Opportunity Waiver

1. Parties

This Corporate Opportunity Waiver (“Waiver”) is made by [Company Name], a company organized under the laws of [State/Country] (the “Company”), in favor of [Full Name of Director, Officer, Shareholder, Investor, or Affiliate] (the “Covered Party”).

2. Background

The Company acknowledges that the Covered Party may become aware of, review, evaluate, invest in, advise on, negotiate, or pursue certain business, investment, financing, acquisition, client, vendor, strategic, or commercial opportunities that may overlap in whole or in part with the Company’s present or anticipated business activities.

The Company further acknowledges that the Covered Party has disclosed the opportunity described below and has requested that the Company formally waive any claim to it, subject to the terms of this Waiver.

3. Description of the Opportunity

The specific corporate opportunity covered by this Waiver is described as follows:

[Describe the business opportunity, transaction, investment, project, market, asset, customer relationship, or other opportunity in reasonable detail]

Relevant dates, parties, or related entities involved:

[Insert relevant details]

4. Disclosure of Relevant Facts

Before granting this Waiver, the following information was disclosed to the Company or its approving body:

[Describe the nature of the Covered Party’s interest in the opportunity]

[Describe any overlap with the Company’s business or strategic plans]

[Describe any relationships, conflicts, or competing interests]

[Describe any other facts reviewed by the Company before approval]

5. Waiver of Corporate Opportunity

Subject to the terms of this Waiver, the Company knowingly and voluntarily waives, releases, and relinquishes any claim, expectancy, or right it may have to the specific opportunity described above.

The Company agrees that the Covered Party may pursue, participate in, or benefit from the opportunity directly or indirectly, individually or through another person or entity, without being in breach of any duty to first present that specific opportunity to the Company, to the extent permitted by applicable law and the Company’s governing documents.

6. Scope and Limitations

This Waiver applies only to the opportunity specifically described in this document unless the Company expressly states otherwise here:

[State whether the Waiver is limited to one opportunity, one transaction, one period of time, or a defined category of opportunities]

This Waiver does not apply to any undisclosed opportunity, misuse of Company funds, misuse of Company property, or misuse of confidential information.

This Waiver also does not amend or remove any duty, restriction, or obligation except as expressly stated in this document.

7. No Use of Confidential Information

The Covered Party confirms that in pursuing the opportunity, the Covered Party will not knowingly use or disclose the Company’s confidential, proprietary, or non-public information except as otherwise authorized in writing by the Company.

If any confidentiality or non-disclosure agreement already applies, that agreement remains in full force and effect.

8. Approval and Authorization

This Waiver was reviewed and approved by:

[Board of Directors / Managers / Members / Shareholders / Committee Name]

Date of Approval: [Date]

Meeting Type: [Regular Meeting / Special Meeting / Written Consent / Other]

Reference to Resolution or Consent, if any: [Insert reference]

The approving body determined that granting this Waiver was appropriate and in the best interests of the Company, after considering the disclosed facts and any applicable conflict procedures.

9. Acknowledgment

The Company acknowledges that it has had the opportunity to review this Waiver, ask questions, and obtain legal or other professional advice before signing.

The Covered Party acknowledges that this Waiver is being relied upon in connection with the pursuit of the opportunity described above.

10. Governing Law

This Waiver shall be governed by and interpreted under the laws of [State/Country], without regard to conflict of laws principles, except to the extent mandatory corporate law requires otherwise.

11. Entire Waiver

This document contains the complete understanding of the parties regarding the specific opportunity described above and supersedes any prior oral or written statement relating to that same opportunity, unless expressly incorporated here:

[Insert any related document reference, if applicable]

12. Signatures

IN WITNESS WHEREOF, the parties have signed this Corporate Opportunity Waiver as of the date first written above.

For the Company:

Signature: _________________________

Name: [Authorized Representative Name]

Title: [Title]

Date: [Date]

Covered Party:

Signature: _________________________

Name: [Covered Party Name]

Title or Capacity: [Director / Officer / Investor / Affiliate / Other]

Date: [Date]

Optional Witness or Secretary Certification:

Signature: _________________________

Name: [Name]

Title: [Corporate Secretary / Witness / Other]

Date: [Date]