Business Entity Guide

BUSINESS ENTITY GUIDE

This Business Entity Guide Agreement (the Agreement) is entered into as of by and between:

Entity Profile

Client's primary operating name:

RECITALS

WHEREAS, Provider is engaged in the business of providing advisory materials and written analysis concerning selection, formation, and structuring of business entities, and maintains professional competence and resources to prepare a Business Entity Guide tailored to Client's needs; and

WHEREAS, Client desires to retain Provider to prepare a Business Entity Guide that evaluates entity selection, tax considerations, governance structures, capitalization and compliance obligations for Client's business identified above, and Provider is willing to prepare such Guide under the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

SCOPE OF WORK

Provider shall perform the following services and deliverables (collectively, the Services):

Deliverables will be submitted in written form and delivered to Client at the address set forth above unless otherwise agreed in writing. Client shall have calendar days to review and provide written acceptance or reasonable correction requests for each deliverable.

PAYMENT TERMS

As full compensation for the Services, Client shall pay Provider the amounts and according to the schedule set forth below.

All fees are payable in United States dollars. Unless otherwise stated, Client is responsible for any costs incurred for expedited delivery, third-party filings, or required searches and filings not expressly included in the Scope of Work.

TERM AND TERMINATION

This Agreement commences on the Start Date: and, unless earlier terminated pursuant to this section, continues until End Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach by the other party if such breach remains uncured for 15 days after written notice specifying the breach.

Upon termination, Client shall pay Provider for Services performed and expenses incurred through the effective date of termination. Provider shall deliver all completed work and any partial deliverables for which Client has paid.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Provider and Client each agree to hold the other's Confidential Information in strict confidence, not to disclose it to third parties except as required by law, and not to use it for any purpose other than performing obligations under this Agreement.

Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement, (b) is independently developed by the recipient without use of the discloser's Confidential Information, or (c) is rightfully obtained from a third party without restriction. The recipient may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, PROVIDER'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES.

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.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all statements of work and schedules incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

ADDITIONAL TERMS

Each party represents and warrants that it has full authority to enter into and perform this Agreement. Provider expressly disclaims that the Business Entity Guide constitutes legal, tax, or accounting advice; Client acknowledges that Provider's analysis does not substitute for counsel of licensed attorneys or tax professionals and that Client is responsible for obtaining such advice prior to relying on or implementing entity selection or formation.

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