open-agreements 0.7.5 → 0.7.7

package/SECURITY.md

@@ -0,0 +1,34 @@
+# Security Policy
+
+## Supported versions
+
+Security fixes are supported for the current minor version of the `open-agreements` npm package only.
+
+| Package version | Supported |
+| --- | --- |
+| `0.7.x` | Yes |
+| `< 0.7` | No |
+
+## Reporting a vulnerability
+
+Please report suspected vulnerabilities through GitHub's private vulnerability advisory flow:
+
+https://github.com/open-agreements/open-agreements/security/advisories/new
+
+If GitHub advisories are not available to you, email steven@usejunior.com with a concise description, affected versions, reproduction steps, and any relevant proof of concept. We acknowledge reports as soon as we can and coordinate fixes through the private advisory when appropriate.
+
+Please do not open a public GitHub issue for a suspected vulnerability until the issue has been assessed and any needed fix is available.
+
+## In scope
+
+- The `open-agreements` npm package.
+- MCP server code under `packages/contract-templates-mcp/` and `packages/contracts-workspace-mcp/`.
+- The template-fill pipeline.
+- Signing utilities.
+
+## Out of scope
+
+- Template content quality or legal accuracy.
+- Third-party AI providers.
+- Vulnerabilities in user-supplied data.
+- Upstream template sources, including Common Paper, Bonterms, Y Combinator, NVCA, and similar publishers.

package/content/recipes/nvca-stock-purchase-agreement/README.md

@@ -0,0 +1,39 @@
+# NVCA Model Stock Purchase Agreement
+
+Recipe for the NVCA Model Stock Purchase Agreement (version 10-28-2025).
+
+## Source
+
+The source document is freely downloadable from [NVCA](https://nvca.org) but is
+not redistributable. This recipe contains only transformation instructions.
+
+## Interaction Audit Coverage
+
+The NVCA SPA test suite includes interaction-focused coverage that asserts
+multi-condition derived outputs and traceability, including Dispute Resolution
+and Governing Law dependencies.
+
+When computed inputs select courts rather than arbitration and include a forum
+state, computed outputs indicate the selected dispute-resolution track, include
+forum versus governing-law alignment status, derive judicial district defaults
+when courts are selected and judicial district is omitted, and expose the
+dependency chain in the exported trace.
+
+## Preview Rendering
+
+The system supports rendering NVCA SPA template output as PNG evidence pages for
+human review. When NVCA template prerequisites are available, rendered pages are
+attached as PNG evidence for human review.
+
+## Behavioral Scenarios
+
+### [OA-FIL-002] Dispute resolution interaction produces required computed outputs
+- **WHEN** NVCA SPA computed inputs select courts vs arbitration and include a forum state
+- **THEN** computed outputs indicate the selected dispute-resolution track
+- **AND** computed outputs include forum vs governing-law alignment status
+- **AND** when courts are selected and judicial district is omitted, computed outputs derive judicial district defaults
+- **AND** the exported trace shows the dependency chain
+
+### [OA-FIL-022] NVCA rendered preview evidence
+- **WHEN** NVCA template prerequisites are available
+- **THEN** rendered pages are attached as PNG evidence for human review

package/content/recipes/nvca-voting-agreement/README.md

@@ -51,3 +51,46 @@ Create a JSON file with the field values:
 2. **Patch**: Replaces 33 bracketed placeholders with template tags, handling Word's split-run XML
 3. **Fill**: Renders template tags with your values using docx-templates
 4. **Verify**: Confirms all values appear, no leftover placeholders or unrendered tags remain
+
+## Option Vesting Policy Computation
+
+The NVCA voting agreement recipe includes option-vesting policy computation
+coverage for deterministic derived values. When option-vesting inputs select a
+policy profile, computed outputs reflect the selected vesting treatment and the
+exported trace records the rule path used to derive those outputs.
+
+The NVCA option resolution engine applies clause-level policies including
+costs-of-enforcement and dispute-resolution, defaulting venue and district
+values. Costs-of-enforcement policy retains only the each-party clause. When
+dispute-resolution selects arbitration, venue defaults are applied. When courts
+are selected, district defaults by state with alignment flags. When no explicit
+clause policy is defined for an in-line legal alternative, the alternative text
+is preserved unresolved until a policy is added.
+
+## Assumption Validation
+
+Template assumption validation confirms that required NVCA recipe assumptions
+are explicit and machine-checkable. When bundled NVCA recipe assumptions are
+validated, missing or inconsistent assumptions fail validation with actionable
+messages rather than silently producing a filled document.
+
+NVCA template processing preserves bracket-prefixed headings while removing
+bracketed alternatives during clean, and normalizes heading-leading brackets
+during the normalize step.
+
+## Behavioral Scenarios
+
+### [OA-FIL-018] NVCA clause policy resolution
+- **WHEN** costs-of-enforcement policy is applied
+- **THEN** only the each-party clause is retained
+- **AND** when dispute-resolution selects arbitration, venue defaults are applied
+- **AND** when courts are selected, district defaults by state with alignment flags
+
+### [OA-FIL-019] Unresolved legal alternatives preserved
+- **WHEN** no explicit clause policy is defined for an in-line legal alternative
+- **THEN** the alternative text is preserved unresolved until a policy is added
+
+### [OA-TMP-018] NVCA clean and normalize assumptions
+- **WHEN** the clean step processes bracket-prefixed headings and bracketed alternatives
+- **THEN** bracket-prefixed headings are preserved while bracketed alternatives are removed
+- **AND** declarative normalize strips heading-leading brackets and trims unmatched trailing brackets

package/content/templates/bonterms-mutual-nda/README.md

@@ -4,7 +4,7 @@ Cover page for the [Bonterms Mutual NDA](https://bonterms.com/forms/bonterms-mut
 
 ## Source
 
-- **URL**: https://github.com/Bonterms/Mutual-NDA
+- **URL**: https://bonterms.com/resources/mutual-nda-cover-page-example
 - **Version**: 1.0
 - **License**: CC0 1.0
 
@@ -23,5 +23,5 @@ Cover page for the [Bonterms Mutual NDA](https://bonterms.com/forms/bonterms-mut
 
 ## Attribution
 
-Based on the Bonterms Mutual NDA Cover Page, available at https://bonterms.com/forms/bonterms-mutual-nda-v1/.
+Based on the Bonterms Mutual NDA Cover Page, available at https://bonterms.com/resources/mutual-nda-cover-page-example.
 Made available under CC0 1.0.

package/content/templates/bonterms-mutual-nda/metadata.yaml

@@ -3,13 +3,13 @@ category: confidentiality
 description: >-
   Cover page for the Bonterms Mutual NDA (Version 1.0). The standard terms are incorporated by reference from
   bonterms.com.
-source_url: https://github.com/Bonterms/Mutual-NDA
+source_url: https://bonterms.com/resources/mutual-nda-cover-page-example
 version: '1.0'
 license: CC0-1.0
 allow_derivatives: true
 attribution_text: >-
-  Based on the Bonterms Mutual NDA Cover Page, available at https://bonterms.com/forms/bonterms-mutual-nda-v1/. Made
-  available under CC0 1.0.
+  Based on the Bonterms Mutual NDA Cover Page, available at
+  https://bonterms.com/resources/mutual-nda-cover-page-example. Made available under CC0 1.0.
 fields:
   - name: party_1_name
     type: string
@@ -41,12 +41,12 @@ fields:
   - name: governing_law
     type: string
     description: State or jurisdiction whose laws govern the agreement
-    default: California
+    default: Delaware
     section: Legal
   - name: courts
     type: string
     description: Courts with jurisdiction over disputes
-    default: courts located in San Francisco, California
+    default: courts located in New Castle County, Delaware
     section: Legal
   - name: party_1_signatory_type
     type: enum
@@ -103,32 +103,26 @@ fields:
   - name: party_1_signatory_name_and_title
     type: string
     description: Computed display field (Name, Title)
-    required: false
     section: Signatures
   - name: party_2_signatory_name_and_title
     type: string
     description: Computed display field (Name, Title)
-    required: false
     section: Signatures
   - name: party_1_notice_email_check
     type: string
     description: Computed checkbox glyph for email notice
-    required: false
     section: Signatures
   - name: party_1_notice_postal_check
     type: string
     description: Computed checkbox glyph for postal notice
-    required: false
     section: Signatures
   - name: party_2_notice_email_check
     type: string
     description: Computed checkbox glyph for email notice
-    required: false
     section: Signatures
   - name: party_2_notice_postal_check
     type: string
     description: Computed checkbox glyph for postal notice
-    required: false
     section: Signatures
 priority_fields:
   - party_1_name

package/content/templates/bonterms-professional-services-agreement/README.md

@@ -4,7 +4,7 @@ Cover page for the [Bonterms Professional Services Agreement](https://bonterms.c
 
 ## Source
 
-- **URL**: https://github.com/Bonterms/Professional-Services-Agreement
+- **URL**: https://bonterms.com/resources/psa-cover-page-example
 - **Version**: 1.2
 - **License**: CC0 1.0
 
@@ -20,5 +20,5 @@ Cover page for the [Bonterms Professional Services Agreement](https://bonterms.c
 
 ## Attribution
 
-Based on the Bonterms Professional Services Agreement Cover Page, available at https://bonterms.com/forms/professional-services-agreement-v1.2/.
+Based on the Bonterms Professional Services Agreement Cover Page, available at https://bonterms.com/resources/psa-cover-page-example.
 Made available under CC0 1.0.

package/content/templates/bonterms-professional-services-agreement/metadata.yaml

@@ -3,13 +3,13 @@ category: professional-services
 description: >-
   Cover page for the Bonterms Professional Services Agreement (Version 1.2). The standard terms are incorporated by
   reference from bonterms.com.
-source_url: https://github.com/Bonterms/Professional-Services-Agreement
+source_url: https://bonterms.com/resources/psa-cover-page-example
 version: '1.2'
 license: CC0-1.0
 allow_derivatives: true
 attribution_text: >-
   Based on the Bonterms Professional Services Agreement Cover Page, available at
-  https://bonterms.com/forms/professional-services-agreement-v1.2/. Made available under CC0 1.0.
+  https://bonterms.com/resources/psa-cover-page-example. Made available under CC0 1.0.
 fields:
   - name: customer_name
     type: string

package/content/templates/closing-checklist/template.md

@@ -0,0 +1,30 @@
+---
+template_id: closing-checklist
+title: Closing Checklist
+document:
+  title: Closing Checklist
+  version: "2.1"
+  license: CC0-1.0
+---
+
+# {deal_name} — Closing Checklist
+
+Updated: {updated_at}
+
+## Documents
+
+| ID | Title | Link | Status | Responsible |
+| --- | --- | --- | --- | --- |
+| {FOR d IN documents}{$d.entry_id} | {$d.title} | {$d.link} | {$d.status} | {$d.responsible}{END-FOR d} |
+
+## Action Items
+
+| ID | Description | Status | Assigned To | Due Date |
+| --- | --- | --- | --- | --- |
+| {FOR a IN action_items}{$a.item_id} | {$a.description} | {$a.status} | {$a.assigned_to} | {$a.due_date}{END-FOR a} |
+
+## Open Issues
+
+| ID | Title | Status | Summary | Citation |
+| --- | --- | --- | --- | --- |
+| {FOR i IN open_issues}{$i.issue_id} | {$i.title} | {$i.status} | {$i.summary} | {$i.citation}{END-FOR i} |

package/content/templates/common-paper-mutual-nda/README.md

@@ -45,6 +45,34 @@ A mutual non-disclosure agreement based on [Common Paper's](https://commonpaper.
 
 > **Note:** `party_N_title` and `party_N_company` are only rendered when `party_N_type` is `entity` (default). When set to `individual`, those cells are left blank even if values are provided.
 
+## Selection Semantics
+
+The fill flow preserves only selected option text for checkbox-style Mutual NDA
+term and confidentiality-term choices, while marking selected choices with
+`[ x ]`.
+
+- Fixed-duration `mnda_term` and fixed-term `confidentiality_term` choices mark
+  the fixed-term options with `[ x ]` and remove conflicting alternatives such
+  as "until terminated" or "in perpetuity".
+- `until terminated` and `In perpetuity` choices mark those selected options
+  with `[ x ]` and remove non-selected fixed-term alternatives.
+
+## Behavioral Scenarios
+
+### [OA-TMP-007] Fixed term selection removes non-selected options
+- **GIVEN** the user sets `mnda_term` to a fixed duration
+- **AND** sets `confidentiality_term` to fixed-term language
+- **WHEN** the template is filled
+- **THEN** fixed-term options are marked with `[ x ]`
+- **AND** conflicting alternatives (for example "until terminated" or "in perpetuity") are removed
+
+### [OA-TMP-008] Perpetual selection marks selected options
+- **GIVEN** the user sets `mnda_term` to `until terminated`
+- **AND** sets `confidentiality_term` to `In perpetuity`
+- **WHEN** the template is filled
+- **THEN** the selected until-terminated and perpetuity options are marked with `[ x ]`
+- **AND** non-selected fixed-term alternatives are removed
+
 ## Attribution
 
 Based on the Common Paper Mutual NDA, available at https://commonpaper.com.

package/content/templates/common-paper-one-way-nda/metadata.yaml

@@ -4,7 +4,7 @@ description: >-
   A one-way (unilateral) non-disclosure agreement cover page based on Common Paper's standard terms. The Discloser
   shares confidential information with the Receiver, but not vice versa. References the Standard Terms posted at
   commonpaper.com.
-source_url: https://commonpaper.com/standards/one-way-nda/1.0
+source_url: https://commonpaper.com/standards/one-way-nda
 version: '1.0'
 license: CC-BY-4.0
 allow_derivatives: true

package/content/templates/openagreements-board-consent-safe/.template.generated.json

@@ -0,0 +1,74 @@
+{
+  "template_id": "openagreements-board-consent-safe",
+  "layout_id": "traditional-consent-v1",
+  "style_id": "openagreements-default-v1",
+  "output_docx_path": "content/templates/openagreements-board-consent-safe/template.docx",
+  "document": {
+    "title": "ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF {company_name}",
+    "label": "OpenAgreements Board Consent for SAFE Financing",
+    "version": "1.2",
+    "license": "Free to use under CC BY 4.0",
+    "include_cloud_doc_line": false,
+    "defined_term_highlight_mode": "none",
+    "opening_note": "Note: The following resolutions do not cover all matters that may need to be addressed in connection with the SAFE financing. For example, if the Company is concurrently amending its certificate of incorporation, converting outstanding convertible notes, or granting pro rata or information rights pursuant to a side letter, additional resolutions will be needed. Always consult with counsel prior to using this consent.",
+    "opening_recital": "The undersigned, constituting all of the members of the Board of Directors (the \"Board\") of {company_name}, a Delaware corporation (the \"Company\"), pursuant to Section 141(f) of the Delaware General Corporation Law, hereby adopt the following resolutions by written consent:"
+  },
+  "sections": {
+    "recitals": {
+      "heading_title": "Recitals",
+      "body": "**WHEREAS**, the Board believes it is in the best interests of the Company to enter into one or more Simple Agreements for Future Equity (each, a \"SAFE\", and together, the \"SAFEs\"), providing for the sale of rights to future shares of the Company's capital stock for an aggregate purchase amount of up to ${purchase_amount}, in accordance with terms set forth therein."
+    },
+    "standard_terms": {
+      "section_label": "Resolutions",
+      "heading_title": "Resolutions",
+      "clauses": [
+        {
+          "id": "approval-of-safe-financing",
+          "heading": "Approval of SAFE Financing",
+          "body": "**RESOLVED**, that each SAFE, in substantially the form presented to the Board, be, and it hereby is, approved in all respects;\n\n**RESOLVED FURTHER**, that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to execute and deliver each SAFE, and any and all other agreements, certificates or documents required or contemplated by any SAFE or deemed necessary or appropriate in connection therewith, and to take all actions deemed necessary or appropriate to cause the Company's obligations thereunder to be performed;\n\n**RESOLVED FURTHER**, that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to negotiate or otherwise cause such additions, modifications, amendments or deletions to be made to any SAFE, and such other agreements, certificates or documents, as any such officer may approve, and the execution and delivery thereof by such officer shall be deemed conclusive evidence of the approval of any such addition, modification, amendment or deletion;\n\n**RESOLVED FURTHER**, that shares of the Company's capital stock issuable upon conversion of each SAFE be, and they hereby are, reserved for issuance upon conversion of such SAFE in accordance with its terms;\n\n**RESOLVED FURTHER**, that when shares of the Company's capital stock are issued upon conversion of any SAFE in accordance with its terms, such shares shall be duly and validly issued, fully paid and nonassessable; and\n\n**RESOLVED FURTHER**, that each SAFE shall be offered and sold in reliance on any applicable exemption from registration provided by the Securities Act of 1933, as amended, and any applicable exemption under applicable state blue sky laws, and that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to execute and file any forms, certificates, notices or other documents that are necessary or appropriate pursuant to federal or state securities laws."
+        },
+        {
+          "id": "general-authorizing-resolution",
+          "heading": "General Authorizing Resolution",
+          "body": "**RESOLVED**, that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to take such further actions and execute such documents as may be necessary or appropriate in order to implement the foregoing resolutions."
+        }
+      ]
+    },
+    "signature": {
+      "mode": "signers",
+      "arrangement": "stacked",
+      "section_label": "Signature Page",
+      "heading_title": "Signatures",
+      "preamble": "This Action by Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company.\n\nThe undersigned have executed this Action by Written Consent as of the date set forth under his or her name below. Any copy, facsimile, .PDF or other reliable reproduction of this Action by Written Consent may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile, .PDF or other reproduction be a complete reproduction of the entire original writing.",
+      "signers": [
+        {
+          "id": "director",
+          "label": "Director",
+          "kind": "individual",
+          "capacity": "personal",
+          "rows": [
+            {
+              "id": "signature",
+              "label": "Signature",
+              "value": ""
+            },
+            {
+              "id": "print-name",
+              "label": "Print Name",
+              "value": "{$member.name}"
+            },
+            {
+              "id": "date",
+              "label": "Date",
+              "value": "{effective_date}"
+            }
+          ]
+        }
+      ],
+      "repeat": {
+        "collection_field": "board_members",
+        "item_name": "member"
+      }
+    }
+  }
+}

package/content/templates/openagreements-board-consent-safe/README.md

@@ -0,0 +1,61 @@
+# OpenAgreements Board Consent for SAFE Financing
+
+Board consent template for approving the issuance of one or more Simple
+Agreements for Future Equity (SAFEs) by a Delaware corporation.
+
+## Source
+
+- **URL**: https://github.com/open-agreements/open-agreements/tree/main/content/templates/openagreements-board-consent-safe
+- **Version**: 1.2
+- **License**: CC BY 4.0
+
+## Fields
+
+| Field | Type | Required | Description |
+|-------|------|----------|-------------|
+| `company_name` | string | yes | Full legal name of the company |
+| `effective_date` | date | yes | Date the consent is effective |
+| `purchase_amount` | string | yes | Aggregate SAFE purchase amount |
+| `board_members` | array | yes | Directors signing the consent |
+
+## Canonical Markdown Authoring
+
+The board consent is authored canonically in
+`content/templates/openagreements-board-consent-safe/template.md`, with the
+generated JSON spec and rendered DOCX derived from that source.
+
+Compiled, rendered, and filled outputs preserve the board consent legal text,
+resolution flow, placeholders, and professional formatting. The signature
+section expands `board_members` into the exact number of signer blocks without
+leaving loop markers in the filled output.
+
+The SAFE board consent supports a separate `recitals` body section so WHEREAS
+clauses can be authored separately from operative resolutions. The canonical
+source declares `<!-- oa:section type=recitals -->` before `## Recitals` and
+`<!-- oa:section type=standard_terms -->` before `## Resolutions`; rendering
+preserves recital text, resolution text, ordering, and signature behavior.
+
+## Behavioral Scenarios
+
+### [OA-TMP-059] SAFE board consent canonical source preserves source fidelity
+- **WHEN** the SAFE board consent canonical source is compiled, rendered, and
+  filled
+- **THEN** the generated outputs preserve the board consent legal text,
+  resolution flow, placeholders, and professional formatting
+- **AND** the signature section expands `board_members` into the exact number
+  of signer blocks without leaving loop markers in the filled output
+
+### [OA-TMP-056] SAFE consents separate WHEREAS and RESOLVED content
+- **WHEN** a SAFE board or stockholder consent canonical source declares
+  `<!-- oa:section type=recitals -->` before `## Recitals` and
+  `<!-- oa:section type=standard_terms -->` before `## Resolutions`
+- **THEN** WHEREAS clauses compile into the `recitals` section
+- **AND** RESOLVED clauses compile into the operative section
+- **AND** the rendered traditional consent output preserves the recital text,
+  resolution text, ordering, and signature behavior
+
+## Attribution
+
+Authored by OpenAgreements contributors. Drafting structure informed by
+publicly available Series Seed SAFE board consent materials. Licensed under
+CC BY 4.0.

package/content/templates/openagreements-board-consent-safe/metadata.yaml

@@ -0,0 +1,53 @@
+name: Board Consent for SAFE Financing
+category: corporate-governance
+description: >-
+  Action by unanimous written consent of the board of directors of a Delaware
+  corporation approving the issuance of one or more Simple Agreements for
+  Future Equity (SAFEs).
+source_url: https://github.com/open-agreements/open-agreements/tree/main/content/templates/openagreements-board-consent-safe
+version: '1.2'
+license: CC-BY-4.0
+allow_derivatives: true
+attribution_text: >-
+  Authored by OpenAgreements contributors. Drafting structure informed by
+  publicly available Series Seed SAFE board consent materials. Licensed under
+  CC BY 4.0.
+fields:
+  - name: company_name
+    type: string
+    description: Full legal name of the company
+    section: Parties
+  - name: effective_date
+    type: date
+    description: Date the consent is effective
+    section: Terms
+  - name: purchase_amount
+    type: string
+    description: Aggregate SAFE purchase amount (for example, "500,000")
+    section: Deal Terms
+  - name: board_members
+    type: array
+    description: Directors signing the consent
+    section: Signatures
+    items:
+      - name: name
+        type: string
+        description: Full name of a director signing the consent
+priority_fields:
+  - company_name
+  - effective_date
+  - purchase_amount
+  - board_members
+previewSampleValues:
+  company_name: Acme Labs, Inc.
+  effective_date: April 15, 2026
+  purchase_amount: '500,000'
+  board_members:
+    - name: Alex Director
+    - name: Blair Director
+    - name: Casey Director
+credits:
+  - name: Joey Tsang
+    role: drafting_editor
+    profile_url: https://www.linkedin.com/in/joey-t-b90912b1/
+derived_from: Publicly available Series Seed SAFE board consent materials

package/content/templates/openagreements-board-consent-safe/template.md

@@ -0,0 +1,66 @@
+---
+template_id: openagreements-board-consent-safe
+layout_id: traditional-consent-v1
+style_id: openagreements-default-v1
+outputs:
+  docx: content/templates/openagreements-board-consent-safe/template.docx
+document:
+  title: ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF {company_name}
+  label: OpenAgreements Board Consent for SAFE Financing
+  version: "1.2"
+  license: Free to use under CC BY 4.0
+  defined_term_highlight_mode: none
+  opening_note: "Note: The following resolutions do not cover all matters that may need to be addressed in connection with the SAFE financing. For example, if the Company is concurrently amending its certificate of incorporation, converting outstanding convertible notes, or granting pro rata or information rights pursuant to a side letter, additional resolutions will be needed. Always consult with counsel prior to using this consent."
+  opening_recital: "The undersigned, constituting all of the members of the Board of Directors (the \"Board\") of {company_name}, a Delaware corporation (the \"Company\"), pursuant to Section 141(f) of the Delaware General Corporation Law, hereby adopt the following resolutions by written consent:"
+sections:
+  standard_terms:
+    section_label: Resolutions
+    heading_title: Resolutions
+  signature:
+    section_label: Signature Page
+    heading_title: Signatures
+---
+
+# Board Consent for SAFE Financing
+
+<!-- oa:section type=recitals -->
+## Recitals
+
+**WHEREAS**, the Board believes it is in the best interests of the Company to enter into one or more Simple Agreements for Future Equity (each, a "SAFE", and together, the "SAFEs"), providing for the sale of rights to future shares of the Company's capital stock for an aggregate purchase amount of up to ${purchase_amount}, in accordance with terms set forth therein.
+
+<!-- oa:section type=standard_terms -->
+## Resolutions
+
+<!-- oa:clause id=approval-of-safe-financing -->
+### Approval of SAFE Financing
+
+**RESOLVED**, that each SAFE, in substantially the form presented to the Board, be, and it hereby is, approved in all respects;
+
+**RESOLVED FURTHER**, that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to execute and deliver each SAFE, and any and all other agreements, certificates or documents required or contemplated by any SAFE or deemed necessary or appropriate in connection therewith, and to take all actions deemed necessary or appropriate to cause the Company's obligations thereunder to be performed;
+
+**RESOLVED FURTHER**, that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to negotiate or otherwise cause such additions, modifications, amendments or deletions to be made to any SAFE, and such other agreements, certificates or documents, as any such officer may approve, and the execution and delivery thereof by such officer shall be deemed conclusive evidence of the approval of any such addition, modification, amendment or deletion;
+
+**RESOLVED FURTHER**, that shares of the Company's capital stock issuable upon conversion of each SAFE be, and they hereby are, reserved for issuance upon conversion of such SAFE in accordance with its terms;
+
+**RESOLVED FURTHER**, that when shares of the Company's capital stock are issued upon conversion of any SAFE in accordance with its terms, such shares shall be duly and validly issued, fully paid and nonassessable; and
+
+**RESOLVED FURTHER**, that each SAFE shall be offered and sold in reliance on any applicable exemption from registration provided by the Securities Act of 1933, as amended, and any applicable exemption under applicable state blue sky laws, and that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to execute and file any forms, certificates, notices or other documents that are necessary or appropriate pursuant to federal or state securities laws.
+
+<!-- oa:clause id=general-authorizing-resolution -->
+### General Authorizing Resolution
+
+**RESOLVED**, that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to take such further actions and execute such documents as may be necessary or appropriate in order to implement the foregoing resolutions.
+
+<!-- oa:section type=signature -->
+## Signatures
+
+<!-- oa:signature-mode arrangement=stacked repeat=board_members item=member -->
+
+This Action by Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company.
+
+The undersigned have executed this Action by Written Consent as of the date set forth under his or her name below. Any copy, facsimile, .PDF or other reliable reproduction of this Action by Written Consent may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile, .PDF or other reproduction be a complete reproduction of the entire original writing.
+
+<!-- oa:signer id=director kind=individual capacity=personal label="Director" -->
+Signature: _______________
+Print Name: {member.name}
+Date: {effective_date}