Business Corporate Services Agreement

BUSINESS CORPORATE SERVICES AGREEMENT

This Business Corporate Services Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: , an entity of type: Corporation LLC Partnership Sole Proprietor Other located at (Service Provider), and Client Name: , located at (Client).

RECITALS

WHEREAS, Service Provider is engaged in the business of providing corporate formation, registered agent, compliance monitoring, corporate secretarial and related corporate services to business entities; and

WHEREAS, Client desires to retain Service Provider to perform corporate services described herein, and Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Service Provider shall designate a primary contact for delivery of services: Phone: Email:

PAYMENT TERMS

Compensation: Client shall pay Service Provider a fee in the amount of $ for the services described in this Agreement, payable as set forth below.

Deposit (if any): $ to be paid upon execution of this Agreement.

Late Payment: Any undisputed past-due amounts shall accrue interest at the lesser of (a) 1.5% per month (18% per annum) or (b) the maximum rate permitted by applicable law, plus a late fee of $ and/or a service charge of % per month.

Expenses: Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in performance of services upon presentation of supporting documentation.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Sections concerning confidentiality, payment of fees, indemnification and governing law shall survive termination.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether disclosed orally, in writing, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential.

Obligations: Receiving Party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to any third party except as permitted herein, and (c) use it solely to perform its obligations under this Agreement. Receiving Party may disclose Confidential Information to its employees, contractors or professional advisors who have a need to know and who are bound to confidentiality obligations no less protective than those set forth herein.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available through no wrongful act of the Receiving Party, (ii) is rightfully received from a third party without breach of any obligation of confidentiality, (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, or (iv) is required to be disclosed by law or valid subpoena, provided Receiving Party gives prompt written notice to Disclosing Party and cooperates with Disclosing Party to seek protective measures.

Duration: The obligations in this section shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall remain protected for so long as they constitute trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any action arising out of this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

Independent Contractor: Service Provider is an independent contractor and not an employee, partner, agent or joint venturer of Client. Service Provider shall be solely responsible for all taxes and other obligations arising from its performance hereunder.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or a party's indemnification obligations, in no event shall either party be liable for consequential, special, incidental or punitive damages or for loss of profits arising out of or related to this Agreement, and each party's aggregate liability shall not exceed the fees paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices are effective upon receipt.

SIGNATURES

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