Business File Preparation

BUSINESS FILE PREPARATION AGREEMENT

This Business File Preparation Agreement ("Agreement") is entered into as of by and between:

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client requires preparation, organization, and compilation of corporate or business files, records, or supporting documentation as further described in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, and capacity to perform such business file preparation services in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services to be performed by Service Provider;

SCOPE OF WORK

Service Provider shall prepare, assemble, and deliver business files and related documentation as specified below. The services shall include document collection, review for completeness, organization into a standard format, preparation of a file index, and delivery of final electronic and/or physical files as agreed.

PAYMENT TERMS

Client shall pay Service Provider for the services described above in accordance with the schedule and amounts provided below. All payments are due in United States dollars unless otherwise agreed in writing.

Late payments shall incur a late fee of and interest at the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Upon termination, Client shall pay Service Provider for all work performed and costs incurred through the effective date of termination. Provisions of this Agreement that by their nature should survive termination shall survive.

CONFIDENTIALITY

Each party acknowledges that during the performance of this Agreement it may receive confidential or proprietary information of the other party ("Confidential Information"). Confidential Information includes business records, client lists, financial data, technical information, and all non-public materials marked or reasonably understood to be confidential.

The receiving party shall: (a) use Confidential Information solely for the purposes of performing this Agreement; (b) restrict disclosure to employees, contractors, and agents with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no wrongful act of the receiving party; (ii) was rightfully received from a third party without restriction; or (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties shall attempt in good faith to resolve disputes through negotiation prior to initiating any formal proceeding.

MISCELLANEOUS

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Remedies: Except as limited by the parties' obligations under this Agreement, each party's remedies at law shall be cumulative and in addition to any remedies provided in equity. The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full 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 in accordance with industry standards.

INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, gross negligence, or willful misconduct.

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