Business Corporate Structure

GENERAL BUSINESS AGREEMENT — BUSINESS CORPORATE STRUCTURE

Parties

This Agreement is entered into by and between:

and

Corporation LLC Partnership Sole Proprietorship Other (specify below)

Recitals

WHEREAS, Client requires professional advisory and drafting services to review and design an optimal corporate structure to align governance, tax planning, equity allocation, and compliance for Client's business operations; and

WHEREAS, Advisor possesses the expertise and resources to deliver a comprehensive corporate structure plan, including but not limited to recommended entity form, capitalization and ownership schedule, officer and board composition, and ancillary corporate documentation; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

1. Scope of Work

Advisor will perform the following services (collectively, the "Services"):

Services include preparation of recommended entity formation documents, capitalization tables specifying authorized shares and ownership percentages, draft bylaws or operating agreement outlines, proposed board composition and voting thresholds, and a written implementation plan for corporate governance and compliance. Advisor will not provide legal advice requiring an attorney-client relationship unless Advisor is also a licensed attorney and such relationship is expressly established in writing.

2. Payment Terms

As consideration for the Services, Client agrees to pay Advisor as follows.

Late payments shall accrue interest at a rate of per month on overdue balances, or the maximum rate permitted by applicable law, whichever is lower. Client shall reimburse Advisor for reasonable out-of-pocket expenses incurred in connection with the Services if pre-approved in writing; such reimbursements shall be invoiced monthly.

3. Term and Termination

This Agreement commences on the Effective Date and continues until Services are completed or the Agreement is terminated earlier in accordance with this Section.

Effective Date:    Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for 15 days after written notice specifying the breach. Upon termination, Client shall pay Advisor for Services performed and expenses incurred through the effective date of termination.

4. Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes client financials, capitalization schedules, personnel data, intellectual property, and strategic plans.

Each party shall: (a) hold the other's Confidential Information in 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) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or professional advisors who have a need to know and are bound to confidentiality obligations at least as protective as those set forth herein.

Confidentiality obligations survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

5. Deliverables and Ownership

Unless otherwise agreed in writing, Advisor grants Client a nonexclusive, nontransferable right to use deliverables prepared for Client solely for Client's internal business purposes. Advisor may retain copies of deliverables for archival and professional reference. The parties shall address ownership of pre-existing materials and third-party materials in writing; Advisor will not assign to Client intellectual property that it does not own or have the right to assign.

6. Representations and Warranties; Indemnity

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations. Advisor warrants that Services will be performed in a professional manner in accordance with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND ADVISOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Client shall indemnify and hold Advisor harmless from third-party claims arising from Client's misuse of deliverables, Client-provided data that is inaccurate or infringes third-party rights, or Client's failure to follow regulatory requirements, except to the extent such claims result from Advisor's gross negligence or willful misconduct.

7. 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 laws principles. The parties will attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be submitted to final and binding arbitration conducted in the county where Client's principal place of business is located, before a single arbitrator, pursuant to the rules selected by the parties.

8. Entire Agreement; Amendments

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

9. Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or in connection with a sale of substantially all of its assets. Notices must be delivered in writing to the addresses set forth above. If any provision of this Agreement is held invalid, the remainder shall continue in full force and effect.

Execution

The parties, intending to be legally bound, have executed this Agreement as of the dates set forth below.

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