Business Final Conversion

BUSINESS FINAL CONVERSION AGREEMENT

RECITALS

Client Name:

Current Entity Legal Form (select all that apply): Corporation LLC Partnership Sole Proprietorship Other:

State of Formation:

WHEREAS, the Client is duly organized and in good standing under the laws of the State of Formation stated above and desires to effect a final conversion of its organizational form to the form set forth below;

WHEREAS, Conversion Service Provider Name: has the experience and capacity to perform the legal, organizational and administrative acts necessary to effect the conversion;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the final conversion and the related professional services.

CONVERSION SUMMARY

New Entity Name Upon Conversion:

Proposed New Entity Form:

Conversion Effective Date:

SCOPE OF WORK

Deliverables shall include, without limitation: preparation and filing of certificate/articles of conversion, restated organizing documents of the New Entity, transfer of assets and liabilities as required by applicable law, preparation of written consents/resolutions, preparation of required notices to creditors, and coordination with governmental filing offices and third-party service providers.

PAYMENT TERMS

Late Payment: Unpaid amounts shall accrue interest at the rate of or the maximum rate permitted by law, whichever is less. Client shall also reimburse Provider for any collection costs, including reasonable attorneys' fees, incurred to collect overdue amounts.

TERM AND TERMINATION

Commencement Date:

Expected Completion or End Date:

Termination for Convenience: Either party may terminate this Agreement upon days' prior written notice to the other party. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure within days after written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, financial, technical or other information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with performance of this Agreement, whether disclosed orally, in writing, or by inspection, and marked or identified as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, agents or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available through no breach of this Agreement, (ii) is rightfully received from a third party without restriction, (iii) is independently developed without use of Confidential Information, or (iv) is required to be disclosed by law provided that the Receiving Party gives prompt written notice to allow the Disclosing Party to seek protective relief.

Survival: The confidentiality obligations set forth herein shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

REPRESENTATIONS AND AUTHORITY

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, that this Agreement has been duly authorized by all necessary action, and that the execution and performance will not violate any agreement, law, or court order applicable to such party.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement (including all exhibits and schedules attached hereto) 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. Any amendment or modification of this Agreement must be in writing and signed by both parties.

NOTICES

ADDITIONAL PROVISIONS

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or successor in interest provided that such assignee assumes Provider's obligations hereunder in writing.

Limitation of Liability: Except for breaches of confidentiality, gross negligence, willful misconduct, or claims for unpaid fees, in no event shall either party be liable for consequential, incidental, special, or punitive damages. The aggregate liability of Provider for any claim arising out of this Agreement shall not exceed the total fees paid by Client hereunder.

ACKNOWLEDGMENT

The parties acknowledge that they have read and understand this Agreement, that they have had an opportunity to obtain independent advice, and that they agree to be bound by its terms.

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