Business Annual Report Package

Business Annual Report Package

Parties and Identifying Information

Corporation
Limited Liability Company (LLC)
Partnership
Other (describe below)

Recitals

WHEREAS, Client is an entity formed under the laws of the jurisdiction identified above and is required by applicable law to prepare and deliver an annual report and related filings for the reporting year identified herein; and

WHEREAS, Service Provider is engaged in the business of preparing, compiling and filing corporate reports, filings and ancillary documentation and has agreed to provide an annual report package and related services to Client under the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms, scope, fees and certifications governing Service Provider’s preparation and submission of the annual report package on behalf of Client.

Scope of Work

Service Provider shall perform the services described in this Scope of Work with reasonable skill and care. Services shall include preparation of the annual report document required by the jurisdiction of formation, completion of required schedules and attestations, compilation of supporting documents listed below, and submission of the report to the appropriate filing authority on Client’s behalf where authorized in writing.

Documents Included / Required from Client

Certificate of Incorporation/Formation
Bylaws or Operating Agreement
Prior Annual Report (if any)
Recent Financial Statements
Written Authorization to File on Behalf of Client

Payment Terms

Client shall pay Service Provider the fees and expenses described below in consideration for services rendered under this Agreement. Fees for filing fees and third-party charges are payable in addition to Service Provider’s service fee unless otherwise stated in writing.

Term and Termination

This Agreement commences on the Start Date set forth below and shall continue until completion of the services described in the Scope of Work or until terminated pursuant to this section.

Start Date:

End Date (if applicable):

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination.

Confidentiality

Each party acknowledges that in the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in written, electronic or oral form that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

The receiving party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to those employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (c) not use Confidential Information except for the purposes of performing under this Agreement. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the other party’s Confidential Information.

Representations and Client Certifications

Client represents and warrants that the information and documents it provides to Service Provider are true, complete, and accurate to the best of Client’s knowledge. Client authorizes Service Provider to submit the annual report and related filings on Client’s behalf and to sign ministerial signatures where permitted by the filing authority and as further authorized in writing by Client.

Client certifies that it has provided all material facts and authorizes Service Provider to proceed with preparation and filing as described herein.

Limitation of Liability; Indemnification

Service Provider’s liability for any claim arising out of or in connection with this Agreement shall be limited to direct damages up to the total fees paid by Client under this Agreement for the specific services giving rise to the claim. In no event shall Service Provider be liable for special, indirect, consequential or punitive damages.

Client shall indemnify, defend and hold Service Provider harmless from and against any liabilities, losses, costs and expenses (including reasonable attorneys’ fees) arising from Client’s breach of its representations, willful misconduct, or provision of inaccurate or incomplete information to Service Provider.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles. Venue for any dispute arising under this Agreement shall be the courts located within such state.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, statements and communications, whether oral or written. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. Neither party shall assign this Agreement without the prior written consent of the other party except that Service Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

Annual Report Filing Details

Electronic filing (if available)
Paper filing and mailing by provider
Prepare for Client to review and file

Authorizations

Client hereby authorizes Service Provider to prepare and file the annual report and related filings and to pay filing fees on Client’s behalf where Client has provided funds in advance or where otherwise agreed in writing. Client further authorizes Service Provider to affix an electronic or facsimile signature on filings where permitted by filing authorities.

Acknowledgement

By signing below, the undersigned certifies that they are authorized to execute this Agreement on behalf of the party identified, acknowledge receipt of a copy of this Agreement, and agree to be bound by its terms.

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