Business Establishment Document

Business Establishment Agreement

This Business Establishment Agreement (the Agreement) is made and entered into as of by and between:

WHEREAS

WHEREAS, Client intends to form and operate a new business entity for the purpose of conducting commercial activities in the field of and seeks professional assistance to establish corporate structure, registrations, and initial governance documents;

WHEREAS, Service Provider represents that it possesses experience, qualifications and resources to provide business formation, filing and advisory services necessary to establish such business; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will perform such services.

SCOPE OF WORK

Services shall include, without limitation: preparation and filing of formation documents, drafting of initial organizational agreements, procurement of required registrations and employer identification numbers, preparation of initial ownership allocation documentation, and reasonable advisory support during the formation period. Any services not expressly listed shall require a written amendment.

PAYMENT TERMS

All amounts are payable in United States dollars. Client shall reimburse Service Provider for reasonable out-of-pocket expenses incurred in connection with formation filings provided such expenses are pre-approved in writing or via email by Client. Failure to pay any undisputed amount within fifteen (15) days after notice shall constitute a breach permitting suspension of services until payment is made.

TERM AND TERMINATION

This Agreement commences on and shall continue until completion of the services described in the Scope of Work or until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon giving the other party written notice in accordance with the notice period above. Either party may terminate immediately for cause if the other party materially breaches any obligation and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (the Receiving Party) shall hold in confidence all non-public, proprietary, or confidential information disclosed by the other party (the Disclosing Party) in connection with this Agreement ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes public other than by breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of Disclosing Party’s Confidential Information; or (d) is required to be disclosed by law, provided that the Receiving Party gives prompt notice and takes reasonable steps to limit disclosure.

The Receiving Party shall protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, and shall not disclose such information to third parties except to employees, contractors or professional advisors who need access to perform the services and who are bound by confidentiality obligations at least as protective as those in this Agreement.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Client shall indemnify and hold harmless Service Provider from any third-party claims arising from Client’s willful misconduct, misrepresentations, or use of deliverables in a manner inconsistent with their intended purpose. Service Provider shall indemnify and hold harmless Client from claims arising from Service Provider’s gross negligence or willful misconduct in performing services.

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.

ENTIRE AGREEMENT

This Agreement, including all appendices and any written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, communications, representations and agreements, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign its rights or obligations without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor in interest. Notices under this Agreement shall be in writing and delivered to the addresses set forth above.

BUSINESS DETAILS

LLC Corporation Partnership Sole Proprietorship Other

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