Business Filed Document

BUSINESS FILED DOCUMENT

Filing Details

Entity Type: Corporation LLC Partnership Sole Proprietor Other:

Filing Number:    Filing Date:    Jurisdiction:

Recitals

WHEREAS, Filer Name: is duly organized and authorized to file and record certain business instruments with respect to the matters described herein; and

WHEREAS, Service Provider: and Filer agree to the terms set forth below for the performance of services and for the proper filing of the foregoing instrument; and

WHEREAS, the parties desire to set forth their agreement in a single written instrument to be filed in the official records of the jurisdiction identified above effective as of Effective Date: .

Scope of Work

The Service Provider shall perform the work described below in a professional and timely manner. The work shall include the preparation, review, and filing of documents, performance of specified services, and any additional tasks expressly agreed in writing.

Payment Terms

Compensation for the services described in Scope of Work shall be as follows. All monetary amounts are stated in lawful currency of the jurisdiction specified above.

Late Payment: If any undisputed amount is not paid within days of invoice, the outstanding balance shall accrue interest at , and the Service Provider may suspend performance after providing written notice and an opportunity to cure within days.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon giving written notice not less than days to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Each party (the "Recipient") shall keep strictly confidential all non-public information disclosed by the other party (the "Discloser") that is designated confidential or that reasonably should be understood to be confidential. Confidential Information shall not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is lawfully received from a third party without breach of any obligation of confidentiality; or (c) is independently developed without use of the Discloser's Confidential Information.

The Recipient shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to employees or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law principles.

Representations; Entire Agreement

Each party represents and warrants that it has full right, power, and authority to enter into and perform this Agreement and to grant the rights granted herein. The parties further represent that the information set forth in this filed document and any attachments is true and accurate to the best of their knowledge.

This Agreement, together with any exhibits and attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

Filing Certification

The undersigned hereby certifies under penalty of law that the foregoing statements and information contained in this Business Filed Document are true, correct and complete, and that the undersigned is authorized to execute and deliver this instrument on behalf of the named party.

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