Business Creation Document

BUSINESS CREATION AGREEMENT

This Business Creation Agreement (the Agreement) is made and entered into as of (Effective Date), by and between the parties identified below.

RECITALS

WHEREAS, Client Name: desires to form and organize a business to operate under the Business Name: and to obtain related formation services; and

WHEREAS, Service Provider Name: has the expertise to perform entity formation services, preparation of formation documents, initial corporate governance, and related advisory services; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services to be performed and the terms of compensation.

BUSINESS IDENTIFICATION

LLC    Corporation    Partnership    Sole Proprietorship

SCOPE OF WORK

Provider shall perform the services described below and any related tasks reasonably necessary to complete the formation of the business. Provider's duties shall include preparing and filing statutory formation documents, drafting initial organizational agreements, obtaining required state filings, acquiring initial certificates and providing up to two (2) hours of formation-related consultation unless otherwise agreed in writing.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the services. All amounts are exclusive of any filing fees, taxes, or third-party costs, which Client shall reimburse or pay directly.

In the event of late payment, Provider may assess the agreed late fee and recover reasonable costs of collection, including attorneys' fees. Provider may suspend performance for nonpayment after five (5) business days' written notice.

TERM AND TERMINATION

This Agreement shall commence on the Start Date: and continue until the earlier of completion of the Scope of Work or the End Date: , unless earlier terminated as provided below.

Upon termination, Client shall pay Provider for all services performed through the effective date of termination and for all irrevocable commitments made by Provider on behalf of Client.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public business information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given its nature. Confidential Information does not include information that (a) is or becomes publicly available through no breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of the other party's Confidential Information.

Each party agrees to (i) hold the other's Confidential Information in strict confidence, (ii) not disclose it to third parties except to those employees, agents or professional advisors who have a need to know and are bound by confidentiality obligations, and (iii) use Confidential Information solely to perform obligations or exercise rights under this Agreement. These obligations shall survive termination of this Agreement for a period of years.

OWNERSHIP; WORK PRODUCT

Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in and to deliverables and work product produced specifically for Client under this Agreement. Provider retains ownership of its pre-existing materials, methodologies, templates and tools, provided that Client is granted a non-exclusive, perpetual license to any such materials embedded in the deliverables.

REPRESENTATIONS; INDEMNITY

Each party represents that it has the authority to enter into this Agreement. Client shall indemnify and hold Provider harmless from claims arising from Client-provided information, Client's business activities, or any instructions that cause Provider to act in reliance on such information. Provider's liability for damages arising from performance under this Agreement is limited to direct damages not to exceed the total fees paid by Client under this Agreement.

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 law principles. Venue for any dispute arising under this Agreement shall lie exclusively in the state or federal courts located within that State.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. No amendment or waiver shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment relationship, partnership or joint venture except as expressly provided in any organizational document executed pursuant to this Agreement.

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