Business Filings Template

BUSINESS FILINGS TEMPLATE

This Business Filings Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client desires to obtain from Service Provider specified corporate and business filings, corporate formation services, filings with state authorities, and related advisory services pursuant to the terms of this Agreement; and

WHEREAS, Service Provider is duly qualified and experienced to prepare and file corporate documents, annual reports, amendments, and related instruments, and is willing to perform such services for Client in accordance with the terms and conditions set forth herein;

WHEREAS, the parties desire to set forth the scope of services, payment terms, confidentiality obligations and other material terms governing the engagement.

PARTIES & CONTACTS

Corporation LLC Partnership Other

SCOPE OF WORK

Service Provider shall perform the following filings and related services on behalf of Client in accordance with the terms of this Agreement. The services shall include preparation, execution, submission, monitoring, and status reporting for each selected filing. Client authorizes Service Provider to take all administrative actions necessary to effectuate the selected filings.

Formation / Entity Formation Amendment to Organizational Documents Annual Report / Franchise Tax Filings Dissolution / Termination Foreign Qualification Other (describe below)

PAYMENT TERMS

Client agrees to pay Service Provider the fees set forth below. All fees are nonrefundable except as expressly provided herein. Client is responsible for all government filing fees, third-party processing fees, and applicable taxes unless otherwise indicated.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until the completion of the services described herein or until terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Termination for cause may be effected immediately upon material breach that remains uncured for a period of ten (10) business days following receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that in the performance of this Agreement it may receive or have access to Confidential Information of the other party. Confidential Information means nonpublic information disclosed in written, electronic, or oral form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall (i) not disclose such Confidential Information to any third party except as expressly permitted herein; (ii) use the Confidential Information solely for the performance of this Agreement; and (iii) take reasonable measures to protect the confidentiality of such information. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they qualify as trade secrets.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Client agrees to indemnify, defend, and hold harmless Service Provider and its officers, directors, employees and agents from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Client's failure to provide accurate information, Client's breach of this Agreement, or Client's use of filing results, except to the extent any such loss is the direct result of Service Provider's gross negligence or willful misconduct.

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER DURING THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party designates in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. Any dispute arising under or relating to this Agreement shall be resolved exclusively in the state or federal courts located within that State.

ENTIRE AGREEMENT

This Agreement, including all schedules and exhibits attached and any statements of work executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Client represents and warrants that it has full authority to enter into and perform this Agreement and that execution of filings by Service Provider is authorized.

ACKNOWLEDGMENTS

By signing below, each party acknowledges that it has read and understands this Agreement, has had the opportunity to seek independent counsel, and agrees to be bound by its terms.

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