Business CSC Template

BUSINESS CSC TEMPLATE

This Business Corporate Services Agreement (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, Service Provider is engaged in the business of providing corporate support, registered agent services, corporate compliance assistance and related administrative services (collectively, Services); and

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

WHEREAS, the parties intend that this Agreement set forth the full terms of their relationship with respect to the Services and supersede prior understandings.

Scope of Work

Service Provider shall provide the Services as detailed below. Service Provider will use commercially reasonable efforts to perform in a professional manner consistent with industry standards.

Payment Terms

Compensation: Client shall pay Service Provider a fee in the total amount of (USD) for the Services described herein, subject to the payment schedule below.

Invoicing and Payment: Service Provider will invoice Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, invoices are due and payable within days of receipt. Late payments shall accrue interest at the lesser of (i) the rate of % per month or (ii) the maximum rate permitted by law.

Taxes: All fees are exclusive of applicable taxes, which shall be the responsibility of Client unless Client provides a valid exemption certificate.

Term and Termination

Term: This Agreement commences on and shall continue until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon providing days' prior written notice to the other party.

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 fourteen (14) days after receipt of written notice.

Confidentiality

Definition: "Confidential Information" means any non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) in written, oral or electronic form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure of Confidential Information to employees and agents who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein, and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach by Receiving Party, (b) was known to Receiving Party prior to disclosure by Disclosing Party, (c) is lawfully received from a third party without restriction, or (d) is independently developed without use of Disclosing Party's Confidential Information.

Duration: The confidentiality obligations shall survive termination of this Agreement for from the date of termination, except with respect to trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Governing Law; Dispute Resolution

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

Disputes: The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If unresolved within thirty (30) days, either party may pursue any remedy available at law or in equity in the courts of the chosen jurisdiction.

Representations; Indemnification; Limitation of Liability

Each party represents that it has the full power and authority to enter into this Agreement and perform its obligations. Client represents that it will provide accurate information necessary for Service Provider to perform the Services.

Indemnification: Each party shall indemnify and hold harmless the other party from and against any third-party claims arising from its gross negligence or willful misconduct in connection with the performance of this Agreement.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct or breach of confidentiality, in no event shall either party be liable to the other for incidental, consequential, special or punitive damages, and aggregate liability shall be limited to the total fees paid or payable to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Entire Agreement; Amendments

Entire Agreement: This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

Amendment: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notice

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