Business Entity Import

BUSINESS ENTITY IMPORT AGREEMENT

This Business Entity Import Agreement (the Agreement) is entered into by and between the parties identified below as of the Effective Date. The parties intend by this Agreement to set forth the terms and conditions under which a foreign business entity will be qualified, registered, or otherwise imported into the jurisdiction identified herein.

WHEREAS

WHEREAS, Applicant Name: is a business entity formed under the laws of Jurisdiction of Formation: and seeks authority to transact business in the Importing Jurisdiction: .

WHEREAS, Service Provider Name: has represented that it will assist with preparing and filing the required documentation, obtaining certificates of existence, and performing related administrative acts necessary to effect the importation of the Applicant into the importing jurisdiction.

WHEREAS, the parties desire to define the scope of work, payment obligations, term, confidentiality and other material terms governing the import process.

1. ENTITY INFORMATION

Corporation LLC Partnership Other:

2. SCOPE OF WORK

Service Provider shall perform the following services (collectively, the Services) to effect the importation of the Applicant into the importing jurisdiction. Services shall include preparation and filing of foreign qualification documents, procurement of a certificate of existence or good standing, payment of required filing fees to the appropriate authority, and reasonable administrative assistance to complete the importation process.

3. PAYMENT TERMS

As consideration for the Services, Applicant agrees to pay the fees set forth below. Fees payable to Service Provider are exclusive of governmental filing fees, taxes, courier fees, and other out-of-pocket expenses unless otherwise specified.

4. TERM AND TERMINATION

This Agreement commences on Start Date: and continues until completion of the Services or until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above. Termination shall not relieve Applicant of obligation to pay for Services performed and reasonable expenses incurred through the effective date of termination.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS

Applicant represents and warrants that it is duly organized and in good standing in its jurisdiction of formation, that the execution and performance of this Agreement have been duly authorized, and that no governmental approval or third-party consent is required other than those filings contemplated herein. Applicant covenants to provide accurate information and timely cooperation required by Service Provider to complete the importation process.

6. CONFIDENTIALITY

Each party shall hold confidential and shall not disclose to third parties any Confidential Information disclosed by the other party in connection with the Services. "Confidential Information" means non-public business information, financial data, records, and governmental filings provided in connection with the import process, but excludes information that (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without use of the other party's Confidential Information.

The receiving party may disclose Confidential Information to its employees, contractors, and professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations in this Section shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secret under applicable law.

7. GOVERNING LAW

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

8. ENTIRE AGREEMENT

This Agreement, together with any attachments, exhibits, and submitted filing instructions, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, proposals, and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

9. NOTICES

10. MISCELLANEOUS PROVISIONS

Severability: If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

Assignment: Neither party shall assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may engage subcontractors to perform discrete administrative tasks so long as Service Provider remains responsible for performance.

CERTIFICATION

By signing below, the undersigned certify under penalty of perjury that the information provided in this Agreement and in any attached documentation is true, correct and complete to the best of their knowledge and that they are authorized to execute this Agreement on behalf of the party they represent.

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