Business Certificates Document

BUSINESS CERTIFICATES DOCUMENT

Service Provider:

Client Name:

Entity Type

Corporation LLC Partnership Sole Proprietorship

Recitals

WHEREAS, Service Provider maintains experience in preparing, procuring and delivering corporate and business certificates and associated documentary evidence necessary for corporate compliance and commercial transactions; and

WHEREAS, Client requires Service Provider to prepare, obtain and deliver specified business certificates including but not limited to certificates of good standing, incumbency certificates, resolutions, and certified copies (collectively, "Business Certificates"); and

WHEREAS, the parties desire to set forth the terms under which Service Provider will perform the services described herein with respect to Business Certificates for Client.

Scope of Work

Service Provider shall provide the services described below. The scope may be amended only by written agreement signed by both parties.

Certificates Schedule

List each certificate the Service Provider will obtain and the requested delivery date.

Payment Terms

Client agrees to pay Service Provider the fees set forth below in consideration for the Scope of Work and Certificates Schedule.

Invoices are due in accordance with the Payment Schedule. Client acknowledges responsibility for any governmental filing fees, courier charges, and disbursements incurred by Service Provider in the performance of services, unless otherwise stated in writing.

Term and Termination

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

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 following written notice. Termination shall not relieve Client of obligations to pay for services performed and expenses incurred prior to termination.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other. "Confidential Information" means nonpublic information that a reasonable person would consider confidential given its nature and the circumstances of disclosure.

Each party agrees to: (a) maintain Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) limit disclosure to employees and contractors who have a need to know and are bound by confidentiality obligations. Confidential Information does not include information that is or becomes publicly available through no breach by the receiving party, or that is independently developed or rightfully obtained from a third party.

Governing Law

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

Representations and Warranties

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing below is duly authorized to bind the party.

Entire Agreement

This Agreement, including any schedules and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment must be in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice in accordance with this section.

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