Business AGM Documents

BUSINESS AGM DOCUMENTS ENGAGEMENT AGREEMENT

This Engagement Agreement is entered into between Client Name: and Service Provider Name: (each a "Party" and collectively the "Parties") as of Effective Date: .

WHEREAS

WHEREAS, Client requires professional services to prepare and assemble documents and corporate records in connection with the preparation and conduct of the annual general meeting ("AGM") of Client, including notices, agendas, minutes, shareholder and director resolutions, proxy forms, and related corporate filings and materials (the "AGM Documents");

WHEREAS, Service Provider has the expertise, personnel, and resources to prepare and deliver the AGM Documents and to assist Client in the administration and record-keeping required for the AGM; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will furnish the AGM Documents and related services to Client.

SCOPE OF WORK

Service Provider will prepare AGM Documents including, as applicable: notice of meeting, agenda, draft and final minutes, shareholder and director resolutions, proxy forms, attendance registers, and a consolidated bundle of documents for distribution to shareholders. Service Provider will coordinate required signatures, prepare a record of voting outcomes, and provide reasonable assistance at the AGM itself if requested and agreed in advance.

DELIVERABLES AND TIMELINES

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the Services. All amounts are in Client's local currency unless otherwise agreed in writing.

A late fee of % per month (or the maximum permitted by applicable law, if lower) shall apply to overdue amounts, computed from the date payment was due until paid in full.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, continues until End Date: or until completion of the Services.

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered not less than days prior to the intended termination date. Either Party may terminate immediately for cause upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within 14 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services rendered and expenses reasonably incurred up to the effective date of termination. Service Provider shall deliver to Client all completed and in-progress AGM Documents upon payment of outstanding fees.

CONFIDENTIALITY

Each Party acknowledges that in the performance of this Agreement it may receive or have access to Confidential Information of the other Party. "Confidential Information" means non-public, proprietary, or commercially sensitive information disclosed in any form. Each Party agrees to (i) maintain the confidentiality of the other Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, (ii) use Confidential Information solely for the purposes of performing under this Agreement, and (iii) not disclose Confidential Information to any third party except to its employees, agents, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes public through no breach of this Agreement or that is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

DELIVERY, RECORDS, AND DOCUMENT OWNERSHIP

Service Provider shall retain records relating to the Services for a period of not less than three years following completion, unless otherwise required by law. Upon receipt of full payment, Service Provider assigns to Client the deliverables prepared specifically for Client under this Agreement; provided, however, that Service Provider retains ownership of general templates, methodologies, and pre-existing materials used in creating such deliverables, and grants Client a non-exclusive license to use such materials as incorporated into the deliverables for Client's internal corporate purposes related to the AGM.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from willful misconduct or gross negligence, each Party's aggregate liability under this Agreement shall be limited to direct damages not exceeding the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim. Neither Party shall be liable for consequential, incidental, punitive, or special damages. Client shall indemnify and hold harmless Service Provider from and against claims, losses, liabilities, and expenses arising from Client's use of the AGM Documents or Client's failure to provide accurate information or required approvals in a timely manner.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of Governing State: without regard to its conflict of law principles. The Parties submit to the exclusive jurisdiction of the courts located within that jurisdiction for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any schedules and written amendments executed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, discussions, and understandings, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

NOTICES

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