Business Conversion Packet

BUSINESS CONVERSION PACKET

Parties and Identification

Sole Proprietorship   Partnership   Limited Liability Company (LLC)   Corporation   Other

Recitals

WHEREAS, Converting Entity Name: is duly organized and existing under the laws of State of Organization: and desires to effect a conversion to the entity form identified above; and

WHEREAS, the parties intend to prepare and file a plan of conversion, articles or certificate of conversion, and all necessary formation or filing documents with applicable authorities to effectuate the conversion effective on Effective Date: (the "Effective Date");

WHEREAS, Service Provider Name: has the experience and capacity to prepare, advise, and file the required documents and to provide conversion services on the terms set forth in this Packet and Agreement.

Scope of Work

Service Provider shall perform the following services in connection with the conversion (the "Services"). The services shall include, without limitation, preparation of a formal Plan of Conversion; preparation and filing of articles or certificate of conversion; preparation of amended formation documents; obtaining necessary consents and resolutions; preparation of schedules of assets and liabilities for transfer; and such other actions as are reasonably necessary to effectuate the conversion.

Payment Terms

As consideration for the Services, Converting Entity shall pay Service Provider the fees set forth below in addition to reimbursable out-of-pocket expenses (filing fees, courier, expedited service, and similar third-party costs).

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law. Late fee rate:

Term and Termination

This Agreement is effective as of Start Date: and shall terminate on End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon Notice Period (days): days' prior written notice. Either party may terminate for material breach upon thirty (30) days' written notice if the breach is not cured within that period. Termination shall not relieve Converting Entity of the obligation to pay fees for Services performed prior to termination.

Confidentiality

Each party acknowledges that during the course of performance it may receive or have access to confidential, proprietary, or trade secret information of the other party ("Confidential Information"). Each party shall (i) maintain the confidentiality of such information using at least the same degree of care it uses to protect its own confidential information, (ii) use Confidential Information solely for the purposes of performing this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, agents, counsel, accountants, or other advisors with a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The obligations in this Section shall survive termination of this Agreement for a period of five (5) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Schedules — Assets, Liabilities and Consents

Converting Entity certifies that all material consents, approvals, and resolutions required by its organizational documents and applicable law to effectuate the conversion have been obtained or will be obtained prior to filing. Board or member resolution attached: Yes   To be provided

Notices

Representations; Compliance

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder; that execution and delivery of this Agreement and performance of its obligations will not conflict with or result in any breach of any agreement or instrument to which it is a party or by which it is bound; and that the conversion, filings, and transfers contemplated herein will be undertaken in compliance with applicable law.

Governing Law

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

Entire Agreement; Amendments

This Packet, together with any schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals, agreements, and understandings, whether written or oral. No amendment or waiver of any provision of this Packet shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

If any provision of this Packet is held to be invalid or unenforceable in whole or in part, the remaining provisions shall remain in full force and effect. The parties agree to execute such further documents and to take such further actions as may be reasonably necessary to effectuate the purposes of this Packet.

Acknowledgment and Certifications

By executing below, the undersigned representatives certify that they are authorized to execute this Packet on behalf of their respective parties and that the information contained herein is true and accurate to the best of their knowledge.

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