Business Binder Forms

BUSINESS BINDER FORMS – SERVICES AGREEMENT

This Services Agreement ("Agreement") is entered into as of Effective Date: by and between:

Recitals

WHEREAS, Client requires compilation and organization of corporate records, compliance documents, permits, contracts, and related materials into a centralized business binder for reliable corporate governance and operational use; and

WHEREAS, Service Provider possesses the experience, personnel, and systems necessary to prepare, assemble, and deliver a business binder conforming to Client's specifications in accordance with the terms and schedule set forth below; and

WHEREAS, the parties desire to set forth their respective rights and obligations in writing.

Scope of Work

Service Provider will provide procurement, preparation, organization, and delivery of Business Binder Forms and related documentation as described below. Deliverables shall include physical and/or electronic copies of assembled documents, a table of contents, and a compliance checklist.

Payment Terms

Client shall pay Service Provider the fees set forth in this section in consideration for the services and deliverables rendered under this Agreement.

All invoices are due within days of invoice date. Overdue amounts shall accrue interest at the lesser of (i) % per month, or (ii) the maximum rate permitted by applicable law, plus any collection costs and reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

Upon termination, Service Provider shall deliver to Client all completed deliverables and a statement of fees and expenses incurred through the termination date; Client shall promptly pay all undisputed fees for work performed through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes but is not limited to Client records, financial data, contract terms, proprietary processes, and personally identifiable information contained in the business binder materials.

Each party shall (i) restrict disclosure of the other party's Confidential Information to those of its employees and contractors with a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; (ii) use Confidential Information only for performance under this Agreement; and (iii) protect Confidential Information with at least the same degree of care that it uses to protect its own confidential information, but no less than a reasonable standard of care.

Confidentiality obligations shall survive termination of this Agreement for a period of from the date of disclosure, except that trade secrets shall remain confidential for so long as they qualify as trade secrets under applicable law.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties will attempt in good faith to resolve disputes arising under this Agreement through negotiations; if negotiation fails, the parties agree to submit disputes to binding arbitration in accordance with the rules selected by the parties, unless otherwise required by applicable mandatory law.

Miscellaneous Provisions

Entire Agreement: This Agreement, including any exhibits and written statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior discussions, proposals, and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement creates an agency, partnership, employment, or joint venture relationship between the parties.

Limitation of Liability: Except for willful misconduct or gross negligence, neither party shall be liable to the other for indirect, incidental, consequential, punitive, or special damages arising out of this Agreement. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by hand, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be deemed given upon receipt.

Execution

The parties have executed this Agreement by their duly authorized representatives as of the Effective Date first written above.

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