Business Corporate Entity

BUSINESS CORPORATE ENTITY AGREEMENT

RECITALS

This Business Corporate Entity Agreement (the "Agreement") is made and entered into as of Effective Date: by and between the parties identified below.

WHEREAS, Party A provides corporate, management, or operational services necessary to establish, manage, or support a corporate entity in accordance with applicable corporate governance; and

WHEREAS, Party B desires to engage Party A to perform the scope of services described herein and Party A is willing to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that the corporate entity relationship, obligations, and responsibilities between them be reduced to writing in this Agreement.

PARTIES

SCOPE OF WORK

Party A shall perform the following services on behalf of Party B pursuant to the terms of this Agreement. The services shall include management, corporate governance assistance, document preparation, filing coordination, and such other actions as are reasonably necessary to administer the corporate entity throughout the Term.

PAYMENT TERMS

In consideration for the services rendered by Party A, Party B agrees to pay Party A the compensation set forth below in accordance with the schedule and conditions specified.

Invoices shall be issued in accordance with the Payment Schedule. Unless otherwise agreed in writing, payments are due within days of invoice receipt. Late payments shall accrue interest as set forth below.

If any undisputed amount remains unpaid after the due date, Party A may charge interest at the rate of % per month, compounded monthly, or the maximum rate permitted by law, whichever is less. In addition, Party B shall be responsible for reasonable collection expenses, including attorneys' fees.

TERM AND TERMINATION

The term of this Agreement (the "Term") shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon prior written notice to the other party delivered at least days before the effective date of termination. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that in the course of performance it may receive confidential or proprietary information of the other party (the "Disclosing Party"). Confidential information shall include non-public financial data, customer lists, business plans, trade secrets, and other information designated as confidential or which, by its nature, should reasonably be understood to be confidential.

The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to affiliates, employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. The confidentiality obligations shall survive termination or expiration of this Agreement for a period of five (5) years, except with respect to trade secrets, which shall remain confidential for as long as the information qualifies as a trade secret under applicable law.

REPRESENTATIONS, WARRANTIES, AND COVENANTS

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Each party covenants that the execution and performance of this Agreement will not violate any agreement to which it is bound or any applicable law or regulation.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and total aggregate liability shall be limited to the amounts actually paid under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration if the parties mutually agree; otherwise, the parties may seek relief in courts of competent jurisdiction located in the chosen state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth for each party in this Agreement or to such other address as either party may designate by notice to the other. Notices shall be deemed delivered when received by the addressee.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

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