Business Formal List

Business Formal List Agreement

This Business Formal List Agreement ("Agreement") is made effective as of by and between Client Name: with principal business address at and Service Provider: with principal business address at .

RECITALS

WHEREAS, Client operates a business for which formal corporate, tax and regulatory records and actions are required to maintain legal and operational compliance; and

WHEREAS, Service Provider has expertise in compiling, organizing and verifying corporate formalities, governance records and compliance checklists and agrees to prepare a Business Formal List for the Client as set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, deliverables, payment terms and other material provisions governing the services to be performed.

SCOPE OF WORK

Service Provider shall prepare and deliver to Client a comprehensive Business Formal List identifying required corporate formalities, records, and actions relevant to Client's business. The Business Formal List shall include, at minimum, the items set forth below and any additional items reasonably necessary for Client's corporate governance and compliance.

Standard checklist items to be addressed (Client may mark additional items as applicable):

PAYMENT TERMS

All amounts are payable in lawful currency. Invoices not paid within the time set forth in the Payment Schedule shall accrue the Late Payment charge set forth above and Service Provider may suspend deliverables until outstanding amounts are paid in full. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees, for any past-due amounts.

TERM AND TERMINATION

Term Commencement: This Agreement commences on and, unless earlier terminated in accordance with this Agreement, continues until .

Either party may terminate this Agreement for convenience upon written notice given in accordance with the notice period. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral or written, that is marked or identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Service Provider shall use Confidential Information solely to perform the services described in this Agreement and shall not disclose such information to any third party except to employees or contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein. The obligations in this section shall not apply to information that is (a) publicly available other than by breach of this Agreement, (b) rightfully received from a third party without confidentiality obligations, or (c) independently developed without use of Confidential Information.

INTELLECTUAL PROPERTY; USE OF DELIVERABLES

Upon full payment of all amounts due under this Agreement, Service Provider assigns to Client all right, title and interest in deliverables created specifically for Client under this Agreement, excluding pre-existing materials, methodologies and tools of Service Provider and any third-party materials. Client is granted no rights to Service Provider's pre-existing intellectual property except as expressly set forth herein. Service Provider may retain copies of deliverables for archival purposes.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to principles of conflicts of law. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved in the courts of that jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral, concerning the subject matter hereof. Any amendment or modification must be in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control. The remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity.

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