Business Charter Document

Business Charter Document

Charter Name:

Recitals

WHEREAS, Organizer Name: desires to form and organize a business entity governed by the terms of this Charter for the purpose of conducting lawful business activities described herein; and

WHEREAS, Initial Member Name: will contribute capital, services, or other consideration as set forth in this Charter and will participate in governance as provided below; and

WHEREAS, the parties intend by this Charter to establish the fundamental structure, governance, capital provisions, and authority required to operate the business and to record the initial terms of organization and management.

Organizational Information

Corporation    Limited Liability Company (LLC)    Partnership    Sole Proprietorship

Business Purpose

Scope of Work

Capitalization and Contributions

Initial Capital Contributions: The Initial Member shall contribute capital in the amount of $ and such additional contributions as the parties may agree. Ownership percentages and capital accounts will be recorded in the books and records of the entity.

Payment Terms

Late Payment: Any past-due payment shall accrue interest at a rate of per month (or the maximum permitted by law if less). The non-paying party shall be responsible for reasonable collection and legal costs incurred to enforce payment.

Term and Termination

Effective Date:    Term End Date: .

Termination: This Charter may be terminated by mutual written consent of the parties or by either party for material breach that remains uncured for a period of days after receipt of written notice specifying the breach. Upon termination, assets and liabilities shall be distributed in accordance with the capital accounts and applicable law.

Confidentiality

Each party shall maintain in strict confidence all proprietary, financial, technical, and business information disclosed by the other party that is identified as confidential or would reasonably be considered confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not be disclosed to third parties or used for any purpose other than performance under this Charter, except as required by law, and each party shall take commercially reasonable measures to protect such information.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Charter and to perform its obligations hereunder, that the execution and delivery of this Charter have been authorized by all necessary action, and that this Charter constitutes a valid and binding obligation enforceable against such party in accordance with its terms.

Governing Law; Dispute Resolution

This Charter shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles. The parties agree to attempt to resolve disputes in good faith by negotiation and, if unsuccessful, by binding arbitration before a neutral arbitrator in the county where the registered office is located unless otherwise agreed in writing.

Entire Agreement; Amendment; Severability

Entire Agreement: This Charter, together with any schedules or exhibits attached hereto, constitutes the entire agreement among the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

Amendment: This Charter may be amended only by a written instrument signed by all parties. Severability: If any provision of this Charter is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

Books, Records and Notices

Books and Records: The entity shall maintain complete and accurate books, records and accounts necessary to reflect all transactions. Notices: Notices under this Charter shall be in writing and delivered to Registered Office Address or such other address as a party designates in writing.

Additional Provisions

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