Business Consolidated Documents

Business Consolidated Documents

Parties

Recitals

WHEREAS, Party A is the owner, custodian, or legal holder of certain corporate, commercial and proprietary documents, records and agreements (the Consolidated Documents) that are necessary to effectuate corporate governance, asset transfers, compliance and business operations; and

WHEREAS, Party B requires consolidation, formalization and delivery of those documents to ensure continuous governance, transfer of rights and centralized recordkeeping; and

WHEREAS, the parties desire to set forth the terms under which Party A will consolidate, assemble and deliver the Consolidated Documents to Party B and to allocate payment, confidentiality, risk and governing law for that work.

Consolidated Documents

The following categories of documents shall be consolidated, reviewed and delivered in accordance with the scope described below. Select all that apply:

Articles of Incorporation / Organization

Bylaws / Operating Agreement

Shareholder / Member Agreements

Intellectual Property Assignments and Registrations

Material Contracts and Amendments

Financial Statements and Reports

Scope of Work

Party A shall consolidate, catalogue, reconcile and deliver the Consolidated Documents to Party B in electronic and, where requested in writing, in certified hard-copy form. Consolidation services include: verification of originals, identification of gaps, preparation of schedules, execution of necessary attestations and tabulation of executed instruments.

Payment Terms

As consideration for the services described herein, Party B shall pay Party A in accordance with the following terms. All payments are non-refundable except as expressly set forth below.

All sums unpaid when due shall accrue interest at the stated late fee rate or, if none stated, at the lesser of 1.5% per month or the maximum lawful rate. Party B shall also be responsible for reasonable costs of collection, including attorneys' fees, for delinquent accounts.

Term and Termination

This Agreement shall commence on the Effective Date and continue until the completion of the Scope of Work or until the End Date, unless earlier terminated as provided below.

Effective Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure within the notice period specified above. Termination shall not release either party from obligations accrued prior to the effective date of termination, including payment obligations.

Confidentiality

Each party (the Receiving Party) shall maintain in strict confidence all non-public, proprietary or confidential information disclosed by the other party (the Disclosing Party) in connection with this Agreement. Confidential Information includes, without limitation, documents consolidated hereunder, business processes, financial information and customer lists.

The Receiving Party shall not use Confidential Information except for performance under this Agreement and shall not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to the Receiving Party's employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state selected below, without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the courts in that state for disputes arising under this Agreement.

Representations; Indemnity; Miscellaneous

Each party represents and warrants that it has authority to enter into this Agreement and that its execution and performance will not violate other agreements. Each party agrees to indemnify and hold the other harmless from claims arising out of its breach, negligence or willful misconduct in connection with the services and documents consolidated hereunder.

Assignment of this Agreement or any rights hereunder requires the prior written consent of the non-assigning party, except that either party may assign to an affiliate or successor by merger or sale of substantially all assets. Amendments must be in writing and signed by both parties to be enforceable.

Entire Agreement

This Agreement, together with any schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, negotiations and agreements, whether written or oral.

The parties have executed this Agreement as of the date of the signatures below.

Sign Now