Business Conversion Docs

Business Conversion Agreement

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client is currently organized as an entity for business purposes under the name: and seeks to convert its form of organization as set forth below; and

WHEREAS, Service Provider is engaged in the business of preparing and filing organizational conversion documents and providing related advisory services, and the parties desire that Service Provider prepare, coordinate and, where applicable, file the necessary documentation to effectuate the conversion; and

WHEREAS, the parties intend for this Agreement to set forth the scope, payment terms, responsibilities, and other terms governing the conversion transaction effective as of .

Conversion Details

Current Entity Type (check all that apply):
Sole Proprietorship Partnership Limited Liability Company (LLC) Corporation Other:

Conversion Target Type (select one):
LLC Corporation Partnership Other:

Jurisdiction of Formation Before Conversion:    Jurisdiction After Conversion:

Scope of Work

Typical tasks to be performed by Service Provider include preparation of a conversion plan, drafting and filing of articles of conversion or plan of conversion, amendment of organizational documents (including operating agreements or bylaws), preparation of member/shareholder consents and resolutions, preparation and filing of ancillary filings required by the jurisdiction, and coordination with Client's tax and accounting advisors as requested. Specific deliverables and timeline will be identified in the Scope of Work field above.

Payment Terms

Retainer (if any): . Remaining balance payable in accordance with the Payment Schedule above.

Late Payment: Amounts not paid within days after invoicing are subject to a late fee equal to per month on the outstanding balance and reimbursement of reasonable collection costs.

Term and Termination

Term Commencement Date: . Anticipated Completion Date: .

Termination for Convenience: Either party may terminate this Agreement upon days' prior written notice to the other party. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure within days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all services performed and reasonable out-of-pocket expenses incurred through the effective date of termination. Service Provider shall deliver to Client any completed or partially completed conversion documents prepared to date and a reasonable statement of work performed.

Confidentiality

Each party acknowledges that during the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees: (a) to use Confidential Information solely for the purposes of performing its obligations under this Agreement; (b) to restrict disclosure of Confidential Information to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein; and (c) to take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iii) is rightfully obtained from a third party not under any confidentiality obligation. If disclosure is required by law or court order, the receiving party shall, where permitted, provide prompt written notice and reasonably cooperate with the disclosing party to seek protective measures.

Representations, Warranties and Indemnification

Client represents and warrants that it has the authority to effect the proposed conversion and to engage Service Provider, and that the execution and performance of this Agreement do not violate any agreement to which Client is a party. Service Provider represents that it will perform services in a professional manner consistent with applicable standards. Client shall indemnify and hold Service Provider harmless from and against any claims, liabilities, costs and expenses arising from Client's breach of representations, provision of inaccurate information, or failure to obtain necessary consents. Service Provider shall indemnify Client for willful misconduct or gross negligence in the provision of the services.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved first by good faith negotiations between senior representatives of the parties. If the dispute is not resolved within thirty (30) days, the parties agree that the dispute shall be resolved by binding arbitration conducted in the same state, unless the parties mutually agree otherwise.

Entire Agreement

This Agreement, together with any exhibits or attachments expressly incorporated herein and the written Scope of Work and Payment Schedule, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. This Agreement may be amended only by a writing signed by both parties.

Miscellaneous Provisions

Notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party designates by notice. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign receivables. The parties are independent contractors and nothing in this Agreement creates an employment, partnership or joint venture relationship.

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