Business Act Setup

Business Act Setup

This Business Act Setup Agreement ("Agreement") is made and entered into as of by and between:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain business act setup services, including but not limited to entity formation, registrations, document preparation, and related advisory services, as set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, and capability to perform the services described herein and will perform such services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions governing the engagement and the performance of those services.

SCOPE OF WORK

Deliverables shall include the items specified above and any interim deliverables reasonably necessary for completion. Client may request changes to the scope in writing, and any material change shall be subject to a written amendment and fee adjustment.

PAYMENT TERMS

Payment shall be made as follows:

- Deposit (upon execution):    - Balance due upon completion or according to milestones:

Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Client shall reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Upon termination for convenience, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all nonpublic information disclosed by one party to the other, whether oral or written, that is designated as confidential or that reasonably should be understood to be confidential. Each receiving party shall:

(a) protect Confidential Information using the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information only to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law or valid order of a court or governmental authority, provided the receiving party gives prompt notice to the disclosing party and cooperates in any protective action.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider further warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality, neither party shall be liable to the other for indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits or written amendments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and representations, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both parties.

ADDITIONAL ADMINISTRATIVE INFORMATION

Sole Proprietor    Partnership    Limited Liability Company (LLC)    Corporation

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation. Notices shall be in writing and delivered to the addresses set forth above or as otherwise provided in writing.

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