Business Draft Articles

BUSINESS DRAFT ARTICLES AGREEMENT

This Business Draft Articles Agreement (the Agreement) is made effective as of by and between Client Name: ("Client") and Service Provider Name: ("Provider"). Client and Provider are each a Party and collectively the Parties.

RECITALS

WHEREAS, Client desires to form a business entity and requires preparation of draft organizational articles, including but not limited to articles of incorporation, articles of organization, or similar constituent documents; and

WHEREAS, Provider is engaged in the business of preparing corporate and organizational formation documents and has the professional competence and experience to prepare such draft articles for Client; and

WHEREAS, the Parties wish to set forth the scope, payment, confidentiality, and other terms under which Provider will prepare draft articles for Client.

IDENTIFICATION OF PROPOSED ENTITY

Proposed Company Name:

Proposed Jurisdiction for Formation:

Proposed Entity Type: Corporation Limited Liability Company (LLC) Partnership

SCOPE OF WORK

Provider shall prepare draft constituent documents (the Draft Articles) for the Proposed Entity described above. Provider's services shall include the following tasks, as applicable: drafting the articles of formation or incorporation, preparing standard bylaws or operating agreement provisions for inclusion, reviewing statutory requirements for the chosen jurisdiction, and preparing a written summary of filing options and recommended provisions. The scope excludes formal filing with governmental authorities unless expressly stated in Payment Terms.

PAYMENT TERMS

Client agrees to pay Provider the fees specified below in consideration for Provider's services. Provider shall invoice Client in accordance with the schedule stated herein.

Payment Methods: Check Wire Transfer Credit Card

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Either Party may terminate this Agreement for convenience upon providing Notice Period: written notice to the other Party. Provider may terminate immediately for nonpayment or for material breach by Client that is not cured within ten (10) business days following written notice.

Upon termination, Client shall pay Provider for all services performed and reimbursable expenses incurred through the effective date of termination. Provider will deliver drafts for which Client has paid in full; drafts for unpaid fees remain the property of Provider until paid in full.

CONFIDENTIALITY

Definition of Confidential Information: For purposes of this Agreement, "Confidential Information" means nonpublic, proprietary, or commercially sensitive information disclosed by one Party (Disclosing Party) to the other (Receiving Party), whether orally, in writing, or by inspection, including but not limited to business plans, proposed organizational provisions, ownership structure, investor identities, financial information, and legal strategy. Confidential Information does not include information that: (a) is or becomes publicly available other than by breach of this Agreement; (b) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (c) is rightfully received from a third party without restriction.

Obligations: The Receiving Party shall: (i) maintain the confidentiality of the Confidential Information using no less than reasonable care; (ii) not use Confidential Information for purposes other than performing obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Mandatory Disclosure: If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide the Disclosing Party prompt written notice to permit the Disclosing Party to seek a protective order or other appropriate remedy, and shall disclose only that portion of the Confidential Information that is legally required.

Survival: The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of unless a longer period is required by applicable law.

OWNERSHIP OF DELIVERABLES

Subject to Client's payment in full of all fees and expenses due hereunder, Provider assigns to Client all right, title and interest in the final versions of the Draft Articles and associated written deliverables prepared specifically for Client. Provider retains ownership of Provider's pre-existing materials and templates and any working papers, drafts, or methodologies not specifically created for Client until payment is made in full, at which time Provider shall assign such deliverables as necessary to effect Client's use.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, Provider's aggregate liability for claims arising from or related to this Agreement shall be limited to the total fees paid by Client to Provider under this Agreement. In no event shall either Party be liable for incidental, consequential, special, or punitive damages.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of law principles. The Parties shall first attempt in good faith to resolve any dispute through negotiation; if unresolved within thirty (30) days, either Party may pursue any available legal or equitable remedy.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted electronically or by facsimile shall be deemed originals for all purposes.

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