Business Annual Papers

Business Annual Papers — Annual Filing Services Agreement

This Annual Filing Services Agreement (the "Agreement") is made and entered into as of by and between (Client) and (Service Provider).

WHEREAS

WHEREAS, Client is an entity organized under the laws of and is required to prepare and file annual reports and related corporate maintenance papers to preserve its good standing; and

WHEREAS, Service Provider is duly qualified and experienced to prepare, review and file such Business Annual Papers and related corporate records, and Client desires to engage Service Provider to perform such services on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Scope of Work

Services may include, without limitation, preparation and filing of annual reports, statements of information, franchise tax filings, maintenance of minute books, preparation of minutes and resolutions, and changes to registered agent information as requested by Client. Service Provider shall act only on the specific instructions of Client and shall not be required to make legal determinations for Client.

2. Client and Entity Information

Corporation    LLC    Partnership    Sole Proprietorship

3. Filings and Deliverables

Service Provider will prepare and file the following on behalf of Client (select all that apply):

Annual Report    Statement of Information    Franchise Tax Return    Biennial Report    Registered Agent Change

4. Payment Terms

Client shall pay Service Provider fees as follows.

A late fee equal to per month (or the maximum permitted by law) will be assessed on overdue amounts after days past due.

5. Term; Termination

This Agreement shall commence on and shall continue in full force until unless earlier terminated as provided below.

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

6. Confidentiality

Each party shall keep confidential and shall not disclose to any third party any Confidential Information of the other party obtained in connection with this Agreement. "Confidential Information" means nonpublic business, financial, client or legal information, including corporate records and filings, but excludes information that (a) is or becomes publicly available through no fault of the receiving party; (b) is lawfully received from a third party without restriction; or (c) is independently developed by the receiving party. The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall take reasonable measures to protect such information from unauthorized disclosure.

7. Representations; Warranties; Indemnification

Each party represents that it has full power and authority to enter into this Agreement. Service Provider represents that it will perform services with reasonable care and skill in accordance with industry standards. Client agrees to indemnify and hold Service Provider harmless from and against any liability, loss or expense arising from Client's failure to provide accurate information or to timely approve filings, except to the extent caused by Service Provider's gross negligence or willful misconduct.

8. Governing Law

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

9. Entire Agreement; Modification

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and representations. No amendment or modification of this Agreement will be effective unless in writing and signed by both parties.

10. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as either party may designate in writing.

11. Records and Retention

Service Provider will retain copies of filings and documents it prepares for a period of no less than years and will deliver to Client upon request subject to Client's payment of any outstanding fees. Client is responsible for maintaining original corporate records.

12. Fees for Additional Services

Any additional services beyond the Scope of Work will be billed at Service Provider's then-current rates. Service Provider will not commence additional work without prior written authorization from Client.

13. Certification by Client

Client certifies that the information provided to Service Provider for the preparation of filings is true, complete and accurate to the best of Client's knowledge and that Client will promptly notify Service Provider of any material changes.

14. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right shall not be construed as a waiver of that right. The parties acknowledge that this Agreement may be executed electronically and that electronic signatures shall have the same force and effect as original signatures.

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