Business AOI Template

BUSINESS AOI TEMPLATE

Articles of Incorporation / Founders' Agreement

This Business Articles of Incorporation and Founders' Agreement (the "Agreement") is entered into effective as of by and among the undersigned parties for the formation and governance of the corporation described below.

WHEREAS

WHEREAS, the incorporator(s) desire to form a business entity pursuant to applicable statute to carry on lawful business activities under the corporate name:

WHEREAS, the parties intend to set forth the initial articles and certain contractual arrangements among the founders and the corporation concerning governance, capital structure, and fundamental obligations; and

WHEREAS, the parties agree that the terms set forth herein shall govern their relationship and the initial corporate filings until superseded by duly adopted corporate action.

Corporate Information

Corporation Limited Liability Company Other

Capital Structure

Business Purpose

Scope of Work

The corporation shall carry out the following initial activities and scope of operations. The incorporator and any service providers shall perform activities in accordance with the corporation's bylaws and any resolutions adopted by the board.

Payment Terms (if applicable)

The corporation agrees to compensate the incorporator or service provider as set forth below. Parties may adapt these terms by written amendment signed by both parties.

Term and Termination

The term of this Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Either party may terminate this Agreement upon written notice delivered not less than days prior to the effective date of termination. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

Each party shall hold in strict confidence all non-public information disclosed by the other party that is designated confidential or that a reasonable person would understand to be confidential under the circumstances ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes publicly known through no breach by the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or valid court order, provided that the receiving party gives prompt written notice and reasonably cooperates with the disclosing party's efforts to seek protective measures.

The obligations under this section shall continue for following termination or dissolution of the corporation, except with respect to trade secrets for which protection shall continue for as long as such information remains a trade secret.

Governing Law

This Agreement, and any disputes arising out of or relating to its subject matter, shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

Amendments and Entire Agreement

This document, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement among the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or waiver shall be effective unless made in writing and signed by all parties.

Miscellaneous Provisions

Severability: 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 do not affect interpretation.

Execution: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted electronically shall be binding.

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