Business Agency Checklist

BUSINESS AGENCY CHECKLIST

Effective Date:

RECITALS

WHEREAS, Agency is engaged in the business of providing business formation, compliance, and advisory services to commercial enterprises; and

WHEREAS, Client desires to retain Agency to perform the tasks and deliverables set forth in this Checklist and related Scope of Work, and Agency is willing to perform such services under the terms and conditions of this Checklist and accompanying Agreement provisions set forth below;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree to the terms and checklist items stated in this document.

SCOPE OF WORK

The Agency shall perform the tasks checked below and any additional tasks described in the Scope of Work field. Services performed will be limited to those tasks expressly agreed in writing.

AGENCY CHECKLIST — TASKS

Business registration filed with appropriate jurisdiction   Initials:   Date:

Employer Identification Number (EIN) obtained and verified   Initials:   Date:

Operating agreement / bylaws prepared and executed   Initials:   Date:

Business licenses and permits identified and applied for as necessary   Initials:   Date:

Insurance requirements assessed and certificates requested   Initials:   Date:

Regulatory compliance review completed (industry-specific)   Initials:   Date:

REQUIRED DOCUMENTS

Articles of Incorporation / Organization

EIN confirmation / tax identification

Executed Operating Agreement / Bylaws

Certificates of Insurance as required

PAYMENT TERMS

Total Fee:

Late fee:   Assessment begins after days past invoice due date.

TERM AND TERMINATION

Term Start Date:   Term End Date (if any):

Either party may terminate this engagement for convenience upon written notice of days to the other party. Termination for cause may be effected immediately upon material breach if such breach remains uncured for days after written notice.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party in connection with this engagement ("Confidential Information") and shall not use or disclose such information except as necessary to perform obligations under this Checklist. Confidential Information does not include information that (i) is or becomes publicly known through no breach of this provision, (ii) is lawfully received from a third party without restriction, or (iii) is independently developed without use of the other's Confidential Information.

The obligations of confidentiality shall survive termination for a period of years, provided that trade secrets shall remain protected for so long as they meet the statutory definition of a trade secret.

GOVERNING LAW

This Checklist and any dispute arising out of or related to it shall be governed by and construed in accordance with the laws of the state of without regard to conflict-of-law principles. Venue for any action shall be exclusive to the courts located in that state unless otherwise agreed in writing.

ENTIRE AGREEMENT

This Checklist, together with any attachments and executed task orders, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

REPRESENTATIONS AND AUTHORITY

Each party represents that it has full power and authority to enter into this Checklist and that the individual signing below is authorized to bind the respective party. Each party further represents that performance of the obligations under this Checklist will not violate any other agreement or legal obligation of that party.

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