Business Filing Engagement

BUSINESS FILING ENGAGEMENT

This Business Filing Engagement Agreement ("Agreement") is entered into by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client desires to engage Service Provider to prepare, complete and file specified business formation or filing documents on behalf of Client; and

WHEREAS, Service Provider has the expertise and experience to prepare and submit such filings and to provide related administrative services under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties agree as follows:

1. SCOPE OF WORK

The Scope of Services shall include preparation and filing of the following: Filing Type(s):
Formation (Articles/Certificate) Amendment Annual Report DBA / Fictitious Name Certificate of Authority
Other filing (specify):

Jurisdiction for filing:    Proposed legal entity type: LLC Corporation Partnership Sole Proprietorship Other:

2. CLIENT OBLIGATIONS

Client represents and warrants that all information provided to Service Provider will be accurate, complete and delivered in a timely manner. Client authorizes Service Provider to communicate with third parties, to sign ministerial documents as agent where permitted, and to make filings electronically if required. Client also authorizes Service Provider to obtain necessary third-party records and consents to allow such activities.

3. PAYMENT TERMS

Client shall pay Service Provider the fees described below for the Scope of Services. Client shall also reimburse Service Provider for all third-party filing fees, governmental fees, expedited service charges, courier fees and other out-of-pocket costs incurred in connection with the engagement.

Late payment: Any undisputed amount not paid within days of invoice shall incur a late fee of and Service Provider may suspend services until payments are current.

4. TERM AND TERMINATION

This Agreement commences on the Effective Date below and continues until completion of the Scope of Services or until terminated as provided herein.

Effective Date:    Expected Completion or End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to termination. Termination for material breach may be immediate if the breach is not cured within days after written notice.

5. CONFIDENTIALITY

Each party shall hold in strict confidence all nonpublic information disclosed by the other party in connection with this Agreement and shall not use or disclose such information except as necessary to perform obligations under this Agreement or as required by law. Confidential information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; or (c) is independently developed by the receiving party without use of the disclosing party's confidential information.

6. LIMITATION OF LIABILITY; INDEMNIFICATION

Service Provider's liability for direct damages arising out of this Agreement shall not exceed the fees paid to Service Provider under this Agreement with respect to the specific matter giving rise to the claim. In no event shall Service Provider be liable for consequential, incidental, punitive or special damages. Client shall indemnify and hold Service Provider harmless from and against any third-party claims arising from Client's breach of representations, provision of inaccurate information, or failure to timely pay fees or taxes.

7. NOTICES

Notices shall be in writing and deemed delivered when delivered in person, by nationally recognized overnight courier, or three (3) days after deposit in the United States mail, postage prepaid, to the addresses provided above or to such other address as either party may designate by notice.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflicts of laws principles.

9. ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed by the parties, 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. Any amendment to this Agreement must be in writing and signed by both parties.

10. AUTHORIZATIONS AND ACKNOWLEDGMENTS

Client authorizes Service Provider to file documents electronically and to accept electronic delivery of documents on Client's behalf where permitted. Client acknowledges that Service Provider will rely on the information provided by Client and that Service Provider is not responsible for penalties or consequences arising from Client's failure to provide accurate or complete information.

I authorize electronic filing and communications:

ADDITIONAL TERMS

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