Business Entity Formation

Business Entity Formation Agreement

This Business Entity Formation Agreement (the Agreement) is entered into between Service Provider: and Client Name: .

WHEREAS

WHEREAS, Client intends to form a new business entity to carry on business under the name Entity Name: (the Entity), to be organized as the selected entity type below and to be registered in Jurisdiction: ;

WHEREAS, Service Provider has the professional experience and capacity to prepare and file formation documents, prepare initial organizational instruments, and perform related services as described herein, and Client desires to engage Service Provider to perform such services on the terms set forth in this Agreement.

FORMATION OVERVIEW

LLC    C Corporation    S Corporation    Partnership    Other:

SCOPE OF WORK

Service Provider will perform the services necessary to form the Entity, prepare required documentation, and deliver the items listed below. Services include, but are not limited to, drafting and filing formation documents, preparing an initial organizational agreement, preparing initial membership/stock schedules, obtaining initial tax identification numbers when requested, and advising on procedural requirements.

File Articles of Organization/Incorporation    Prepare Operating Agreement/Bylaws    Apply for EIN (Employer Identification Number)    Prepare Initial Ownership/Membership Schedule    Appoint Registered Agent

PAYMENT TERMS

Client shall pay Service Provider fees and disbursements as follows. Fees cover professional services described in the Scope of Work and do not include governmental filing fees or expedited courier charges unless expressly stated.

Late payments shall incur interest at the rate of on any outstanding amounts, plus recovery costs for collection including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until completion of the Scope of Work or End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to termination. Termination for cause may be effected immediately upon written notice if the other party materially breaches this Agreement and fails to cure within 15 days of written notice.

CONFIDENTIALITY

Each party shall keep confidential all non-public proprietary information disclosed by the other party in connection with this Agreement. Confidential Information shall not include information that (a) is or becomes generally available to the public other than by a breach of this Agreement, (b) was known by the receiving party prior to disclosure, or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than a reasonable degree of care.

REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Service Provider represents that it will perform services in a professional manner in accordance with applicable standards. Client shall indemnify and hold harmless Service Provider from and against any liabilities, losses, damages, costs, or expenses arising out of Client's inaccurate information, failure to provide required approvals, or unauthorized use of delivered documents, except to the extent caused by Service Provider's gross negligence or willful misconduct.

OWNERSHIP AND TAX INFORMATION

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflict of law principles. Venue for any dispute shall be the courts located within that jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments executed contemporaneously, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification must be in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties agree to execute such further documents and take such further actions as reasonably necessary to effectuate the purposes of this Agreement.

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