Business Filling Operations

BUSINESS FILING OPERATIONS AGREEMENT

This Business Filing Operations Agreement (the "Agreement") is entered into by and between:

Effective Date:

RECITALS

WHEREAS, Service Provider is duly qualified and experienced in providing business filing operations, including preparation, submission and monitoring of corporate formation documents, annual reports, franchise tax filings, registrations and maintenance filings (collectively, "Filing Services"); and

WHEREAS, Client desires to engage Service Provider to perform Filing Services on Client's behalf, and Service Provider agrees to perform such services subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that Service Provider will act as agent solely for the limited purpose of performing the Filing Services described herein and not as legal counsel for Client.

SCOPE OF WORK

Service Provider shall perform Filing Services for Client as requested in writing or electronic request and accepted by Service Provider, including but not limited to preparation and filing of formation documents, annual or periodic reports, registered agent services, business license registrations and renewals, and monitoring of filing deadlines. Specific tasks, deliverables and schedules for each engagement will be set forth in statements of work authorized by both parties.

PAYMENT TERMS

Client shall pay Service Provider for Filing Services as follows. Fees are exclusive of governmental filing fees, taxes and third-party charges unless otherwise stated.

Service Provider may suspend performance if Client fails to timely pay undisputed amounts after ten (10) days' written notice. Client shall reimburse Service Provider for reasonable costs of collection, including attorneys' fees, for unpaid amounts.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated as provided in this Agreement.

Start Date:

End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure within the notice period above. Termination does not relieve Client's obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall protect Confidential Information of the other party (the "Disclosing Party") and shall not disclose such information except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information does not include information that is or becomes publicly known through no fault of the Receiving Party, independently developed without use of the Disclosing Party's Confidential Information, or rightfully obtained from a third party.

The Receiving Party may disclose Confidential Information when required by law or a valid order of a court or governmental authority, provided it gives prior notice to the Disclosing Party to the extent legally permitted and reasonably cooperates with any effort to obtain confidential treatment.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense; failure to provide prompt notice does not relieve the indemnifying party except to the extent the defense is prejudiced.

GOVERNING LAW

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

MISCELLANEOUS

Entire Agreement: This Agreement, together with any authorized statements of work and accepted proposals, constitutes the entire agreement between the parties and supersedes all prior agreements with respect to the subject matter hereof. No amendment is binding unless in writing and signed by both parties.

Assignment: Neither party may assign this Agreement without the other party's prior written consent, except that Service Provider may assign to a successor in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect and the parties will negotiate in good faith a substitute provision to effect the original intent.

NOTICES

All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice in accordance with this section.

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