Business Essentials Package

BUSINESS ESSENTIALS PACKAGE AGREEMENT

This Business Essentials Package Agreement ("Agreement") is entered into as of by and between:

RECITALS

WHEREAS, the Client seeks a coordinated set of foundational business services designed to establish and support the Client's business operations; and

WHEREAS, the Service Provider possesses the expertise and resources to provide business formation, corporate governance documentation, registered agent services, and basic tax and banking setup assistance as described below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Business Essentials Package on the terms and conditions contained in this Agreement.

SCOPE OF WORK

The Service Provider will perform the services described in this Scope of Work. The parties agree that the Scope of Work may include, without limitation, business entity formation filings, preparation of basic organizational documents, registered agent designation for one year, guidance on tax identification and banking setup, and one set of tailored governance documents for the formed entity.

Business formation filings

Registered agent (one year)

Organizational/governance documents (one set)

Tax ID and banking setup assistance

PAYMENT TERMS

As consideration for the Services, the Client shall pay the Service Provider the fees set forth below in accordance with the payment schedule. All fees are due in United States dollars unless otherwise agreed in writing.

Any unpaid amounts shall accrue interest at the rate set forth above from the due date until paid. The Client shall also reimburse the Service Provider for reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

TERM & TERMINATION

This Agreement shall commence on the Effective Date and shall continue until the completion of the Scope of Work or until terminated as provided herein.

Commencement Date:

Termination Date (if applicable):

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within the notice period specified above. Termination shall not relieve the Client of its obligation to pay for Services performed and expenses incurred up to the effective date of termination. Sections concerning confidentiality, payment, indemnity, and governing law shall survive termination.

CONFIDENTIALITY

Each party acknowledges that in connection with performance under this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, financial, technical or strategic information disclosed in tangible or intangible form and identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The recipient will (a) hold Confidential Information in strict confidence, (b) not disclose such Confidential Information to any third party except as permitted herein, and (c) use Confidential Information only to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes publicly known through no breach by the recipient, is independently developed by the recipient without use of the discloser's Confidential Information, or is rightfully received from a third party without restriction.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, the Service Provider grants to the Client a nonexclusive, perpetual, worldwide license to use deliverables prepared specifically for the Client upon full payment of fees. The Service Provider retains all rights in pre-existing materials, tools, templates and methodologies used or modified in providing the Services. To the extent any deliverable includes the Service Provider's pre-existing intellectual property, the Service Provider grants the Client a limited license to use such materials solely for the Client's internal business purposes.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in such state for the resolution of disputes arising under this Agreement.

MISCELLANEOUS PROVISIONS

Entire Agreement: This Agreement, including any attachments and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, negotiations, representations, or agreements, whether written or oral.

Independent Contractor: The Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, joint venture, agency or partnership relationship between the parties.

Amendments: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

LIMITATION OF LIABILITY

Except for liability arising from a party's breach of confidentiality or willful misconduct, neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages. The Service Provider's aggregate liability for any claim arising out of or related to this Agreement shall not exceed the total fees paid by the Client to the Service Provider under this Agreement.

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