Business Encap Document

BUSINESS ENCAP DOCUMENT

This Business Encap Document ("Agreement") is entered into as of (the "Effective Date"), by and between:

WHEREAS

WHEREAS, Provider is engaged in the business of providing corporate structuring, asset segregation, entity formation, and operational encapsulation services designed to isolate specified business activities, assets, and liabilities (the "Services"); and

WHEREAS, Client desires to engage Provider to perform the Services for the purpose of establishing defined legal and operational boundaries around Client's business activities, and Provider is willing to perform such Services on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Scope of Work

Provider shall perform the Services described below. Provider shall use commercially reasonable efforts to perform the Services in a professional and workmanlike manner and in accordance with applicable laws and generally accepted industry practices.

2. Payment Terms

As consideration for the Services, Client shall pay Provider the fees and reimburse applicable expenses as set forth below.

Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus Client shall pay reasonable collection costs. Late fee percentage:

3. Term and Termination

The term of this Agreement will commence on the Start Date and, unless earlier terminated in accordance with this Agreement, will continue until the End Date.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if such breach is not cured within days after written notice of the breach. Termination shall not relieve Client of the obligation to pay for Services performed through the date of termination, nor shall it limit Provider's rights to seek other remedies.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") 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, including but not limited to business plans, financial information, trade secrets, customer lists, technical data, and strategic analyses.

The Receiving Party shall (a) maintain the confidentiality of the Confidential Information with at least the same degree of care that it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only for the purposes of performing under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information shall not include information that (i) is or becomes generally known to the public through no wrongful act of the Receiving Party, (ii) was rightfully known by the Receiving Party prior to disclosure, or (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as such information qualifies as a trade secret under applicable law. The Receiving Party acknowledges that monetary damages may be inadequate to remedy a breach of this Section and that the Disclosing Party shall be entitled to equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

5. Representations; Indemnification; Limitation of Liability

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider represents that it will perform the Services in a competent and professional manner.

Client shall indemnify, defend and hold Provider and its officers, directors and agents harmless from and against any third-party claims arising out of Client's business operations, negligence, willful misconduct, or breach of this Agreement, except to the extent caused by Provider's gross negligence or willful misconduct.

Except for liability arising from breach of confidentiality, gross negligence, willful misconduct or indemnification obligations, neither party shall be liable to the other for consequential, incidental, indirect, special or punitive damages, and each party's aggregate liability under this Agreement shall not exceed the fees actually paid by Client to Provider in the twelve (12) months preceding the event giving rise to the claim.

6. 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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

7. Entire Agreement; Amendments

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

8. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as either party may designate by written notice. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested.

9. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver of any breach shall be deemed a waiver of any subsequent breach. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

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