Business Company Structure

BUSINESS COMPANY STRUCTURE

RECITALS

WHEREAS, Company Name: is being organized to carry on lawful business activities as described below;

WHEREAS, The undersigned Parties wish to set forth the agreed company form, ownership, capital contributions, management structure and fundamental governance rules effective as of ;

WHEREAS, the Parties intend that the structure and terms set forth in this Agreement will govern the formation, capitalization and initial operation of the business entity.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows.

PARTIES

COMPANY STRUCTURE

Selected Entity Type (check all that apply):

Limited Liability Company (LLC)
Corporation
S-Corporation
Partnership
Other:

OWNERSHIP AND CAPITAL CONTRIBUTIONS

Ownership allocations and initial capital contributions shall be recorded as follows. Each owner represents and warrants that the percentages and contributions set forth are complete and accurate.

MANAGEMENT AND GOVERNANCE

The management structure, voting rights and authority of officers or managers shall be as follows.

SCOPE OF WORK

The initial business activities, deliverables and responsibilities of the Company and each Party are set forth below.

PAYMENT TERMS

The Parties agree the following financial terms for capital funding, fees and distributions.

TERM AND TERMINATION

The term of the Company and conditions for termination, dissolution or buyout are as follows.

Start Date:    End Date (if applicable):

Upon termination for cause, the non-breaching party may pursue all available remedies at law or in equity. Termination will not relieve any party of obligations that expressly survive termination.

CONFIDENTIALITY

Each Party shall keep confidential and shall not disclose, use or permit the use of Confidential Information except as required to perform obligations under this Agreement. "Confidential Information" includes proprietary business plans, financial information, customer lists, trade secrets and technical data, whether oral, written or electronic.

Confidential Information does not include information that: (a) is or becomes public through no breach by the receiving party; (b) is lawfully received from a third party without breach; or (c) is independently developed without use of the Confidential Information. Any permitted disclosure must be limited to the minimum required and recipient must be bound to confidentiality obligations.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any schedules or exhibits executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter herein and supersedes all prior oral or written agreements, understandings or representations. Any amendment or modification must be in writing and executed by all Parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision reflecting the Parties' intent.

MISCELLANEOUS PROVISIONS

Any notices required under this Agreement shall be in writing and delivered to the addresses provided above. The Parties agree that monetary damages may be inadequate and that injunctive relief is an appropriate remedy for breaches of confidentiality and other material obligations.

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