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Business Development Corporation

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BUSINESS DEVELOPMENT CORPORATION AGREEMENT

This Business Development Corporation Agreement ("Agreement") is entered into by and between:

RECITALS

WHEREAS, Business Development Corporation is engaged in the business of providing strategic advisory, market development, and business growth services and has experience and personnel capable of performing the services described herein; and

WHEREAS, Client desires to engage Business Development Corporation to perform certain business development services pursuant to the terms and conditions of this Agreement, and Business Development Corporation is willing to perform such services on the terms set forth below.

WHEREAS, the parties intend that Business Development Corporation shall act as an independent contractor and not as an employee, agent, or partner of Client.

SCOPE OF WORK

Business Development Corporation shall provide the services described below. The parties agree that the description of services is intended to be specific but may be modified by written amendment signed by both parties.

PAYMENT TERMS

Client shall pay Business Development Corporation the fees set forth below in consideration for the services performed. Fees are non-refundable except as expressly stated in this Agreement.

Late payments shall accrue interest at the rate of on unpaid balances, compounded monthly, or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

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 is not cured within thirty (30) days after written notice of such breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that, given the nature of the information, a reasonable person would understand to be confidential ("Confidential Information"). The Receiving Party shall not use Confidential Information except as necessary to perform its obligations under this Agreement and shall not disclose such information to any third party except as permitted herein. Confidentiality obligations shall survive termination for a period of years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Business Development Corporation shall retain ownership of its pre-existing intellectual property and any general know-how. Client shall own all deliverables specifically prepared for Client pursuant to this Agreement upon full payment, and Business Development Corporation hereby assigns to Client all right, title and interest in such deliverables, subject to any third-party licenses and Business Development Corporation's retention of rights to its methodologies and templates.

INDEPENDENT CONTRACTOR; INSURANCE; INDEMNIFICATION

Business Development Corporation is an independent contractor. Nothing in this Agreement creates a partnership, joint venture or employment relationship. Business Development Corporation shall maintain insurance reasonably appropriate to the services provided. Each party shall indemnify and hold harmless the other from third-party claims arising from its gross negligence or willful misconduct in performing this Agreement, subject to the indemnifying party's liability limitations under applicable law.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO BUSINESS DEVELOPMENT CORPORATION UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM.

NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice. Notices shall be deemed given when delivered in person, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any exhibits or written amendments signed by both parties, 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. No amendment shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties acknowledge that they have had the opportunity to seek independent legal counsel and that this Agreement shall be interpreted without any presumption for or against the drafter.

Business Development Corporation - Printed Name:

By:

Date:

Client - Printed Name:

By:

Date:

Enter text✕

What the Business Development Corporation document is

A Business Development Corporation is a formal written agreement used to define the relationship, scope, and deliverables between a parent company and a subsidiary or affiliated entity formed to pursue strategic growth initiatives. It typically records parties, purpose, capital contributions, governance, reporting obligations, and performance milestones. The document clarifies rights and responsibilities, funding and expense allocation, intellectual property assignment, and exit or termination mechanics. It is used by companies, investors, and advisors to reduce ambiguity, support compliance with corporate formalities, and create an auditable record for internal and external stakeholders.

Why clear Business Development Corporation documentation matters

A well-drafted Business Development Corporation document reduces legal risk, aligns expectations among parties, and creates a single source of truth for governance, funding, and milestone reporting. It supports enforceability, regulatory compliance, and smoother audits or investor reviews.

Why clear Business Development Corporation documentation matters

Who commonly prepares and signs this document

Typical users include corporate legal teams, business development executives, investors, and external counsel who establish or manage affiliated growth entities.

  • Corporate Legal and Compliance teams responsible for drafting governance and regulatory controls.
  • Business Development and Strategy executives who define objectives, KPIs, and performance milestones.
  • Investors, venture partners, and CFOs who document capital contributions and reporting rights.

Signatories usually include authorized officers of each party; signatures must match the authority specified in corporate records to avoid enforceability issues.

Core sections to include in a professional agreement

A comprehensive Business Development Corporation agreement groups provisions to make responsibilities and remedies clear. The structure below highlights standard sections lawyers and business users expect to find.

Parties

Identify legal names, entity types, jurisdictions, and contact details for each organization.

Purpose

Describe specific development objectives, target markets, projects, or product lines the entity will pursue.

Governance

List board composition, voting thresholds, reporting cadence, and decision-making authorities.

Capital & Consideration

Specify funding amounts, payment schedules, equity allocations, and expense treatment.

Intellectual Property

Define ownership, assignment, license scope, and permitted use of background and developed IP.

Termination & Exit

Set termination triggers, notice periods, remediation steps, and post-termination wind-up procedures.

Step-by-step: preparing and executing the agreement

Follow these sequential steps to complete, review, and execute a Business Development Corporation agreement without common procedural gaps.

  • 01
    Draft core terms: Prepare purpose, governance, funding, IP, and exit clauses.
  • 02
    Legal review: Have corporate counsel confirm authority, tax, and securities implications.
  • 03
    Operational sign-off: Obtain finance and business owner approvals for budgets and KPIs.
  • 04
    Execute and record: Sign with authorized signatures and retain final executed copy.

Typical routing and approval flow

A predictable routing flow reduces delays and creates a clear audit trail for stakeholders and regulators.

  • Originator: Uploads draft and sets signer roles.
  • Legal review: Redlines and confirms compliance.
  • Finance approval: Validates funding and accounting treatment.
  • Execution: Signatures captured and executed copies distributed.

Digital workflow settings to configure

Configure these common settings when automating the signature and approval workflow for consistent processing.

Field Configuration
Signer Order Specify sequential or parallel signing
Authentication Choose email link, SMS code, or KBA
Reminders Set automatic reminder cadence (e.g., 3, 7, 14 days)
Retention Enable audit trail storage and export settings

Digital signing considerations and integrations

Consider signer authentication, PDF compatibility, and integration needs before e-submission.

  • Authentication: Use at least email verification; consider SMS or KBA for higher risk documents.
  • File formats: PDF, DOCX, and fillable forms supported by most eSignature platforms.
  • Integrations: Connect with CRM/ERP tools such as Salesforce or NetSuite for metadata sync.

Ensure your platform supports required compliance controls (audit trail, encryption) and can export signed PDF/A or standard PDF for recordkeeping.

Essential security and compliance controls to require

Encryption: TLS 1.2/1.3 in transit, AES-256 at rest
Audit Trail: Timestamp, IP, signer actions logged
Access Controls: Role-based permissions
Authentication: Email, SMS, or stronger methods
Certifications: SOC 2 Type II, ISO 27001 available
Healthcare: HIPAA BAA available when needed

Common legal and operational risks

Authority mismatch: Signatures without proper corporate authority may be void.
Ambiguous funding: Vague contribution terms trigger disputes.
IP gaps: Missing assignment language risks ownership claims.
Retention failure: Improper recordkeeping violates IRS or HIPAA rules.
Notarization error: Missing or incorrect notarization invalidates certain filings.
Tax exposure: Improper structure may cause unintended tax filings.

Avoid these frequent preparation mistakes

  • Using informal or inconsistent entity names across documents that hinder bank or filing acceptance.
  • Omitting precise contribution schedules, which creates ambiguity about capital calls and dilution.
  • Failing to address IP ownership for jointly developed technology before work begins.
  • Neglecting to record delegated authorities and signatory limits in corporate minutes.

Representative eSignature vendor pricing and capability snapshot

Compare basic pricing and a few common features across vendors; signNow is listed first. Confirm current plan details directly with each provider before purchasing.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes Yes
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Frequently asked questions about execution and validity

Answers to common questions encountered when preparing and signing Business Development Corporation documents, especially around electronic signatures and notarization.


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