Business Company Creation

Business Company Creation Agreement

This Business Company Creation Agreement (the Agreement) is made and entered into by and between Client Name: and Service Provider Name: Effective Date: .

Whereas

WHEREAS, Client desires to form a business entity to conduct lawful business activities under the proposed name Company Name: , organized in the State of ; and

WHEREAS, Provider is engaged in the business of preparing, filing and delivering company formation documentation, including but not limited to articles of organization/incorporation, operating agreements, federal employer identification number filings, and registered agent services; and

WHEREAS, Client desires to retain Provider to perform the services described herein and Provider agrees to perform such services subject to the terms and conditions of this Agreement.

Scope of Work

Provider will perform the services described in this section and any attached exhibits. The services include preparation and filing of formation documents, preparation of initial organizational documents, and registration for applicable tax identification numbers as selected by Client.

Articles of Organization/Incorporation filing
Preparation of Operating Agreement/Bylaws
Federal EIN application assistance
Registered Agent service (initial period)
Expedited filing service
Other (describe):

Payment Terms

Client shall pay Provider the fees described below in consideration for the services rendered. All fees are exclusive of governmental filing fees, taxes, third-party fees, and disbursements unless otherwise stated.

Term and Termination

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

Either party may terminate this Agreement for material breach if the breaching party fails to cure within the notice period set forth above. Provider may suspend services if Client fails to pay any undisputed amounts when due. Termination shall not relieve Client of the obligation to pay for services performed and costs incurred through the effective date of termination.

Confidentiality

Each party acknowledges that in the course of performing this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any tangible form relating to business operations, financials, or strategic plans, whether marked confidential or not. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) is already known to the receiving party at the time of disclosure as shown by written records; (c) is rightfully obtained from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information solely for the purposes of performing this Agreement, (ii) restrict disclosure to those employees and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) return or destroy Confidential Information upon request of the disclosing party. The obligations under this section shall survive termination of this Agreement for years.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that State.

Entire Agreement

This Agreement, together with any exhibits and written statements of work 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, proposals, or communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be given in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice:

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign accounts receivable and subcontract portions of the services so long as Provider remains responsible for the performance of such obligations.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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