Business Formals

BUSINESS FORMALS AGREEMENT

This Business Formals Agreement (the Agreement) is entered into by and between Client Name: and Service Provider Name: . The parties agree as follows.

WHEREAS

WHEREAS, Client requires preparation and maintenance of corporate/business formals, including but not limited to corporate minutes, organizational resolutions, bylaws or operating agreements, and annual report monitoring, and desires to engage Provider to perform such services; and

WHEREAS, Provider represents that it has the experience, staff, and capability to perform the services described herein and agrees to provide such services under the terms and conditions of this Agreement; and

WHEREAS, the parties wish to set forth their mutual rights and obligations with respect to the scope of engagement and compensation.

EFFECTIVE DATE

Effective Date:

SCOPE OF WORK

Provider shall perform the business formals services described below. Provider's duties shall include preparing and delivering formal corporate documents; maintaining a record of minutes and resolutions; preparing or reviewing bylaws or operating agreements; preparing meeting notices; filing reminders for annual reports; and advising on best practices to maintain corporate separateness.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the services described in this Agreement. All fees are payable in U.S. dollars unless otherwise agreed in writing.

All undisputed payments not received within the agreed payment period shall accrue interest at the rate specified in the Late Fee field above. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider to recover past due amounts.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until Term End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement without cause upon written notice to the other party no less than days prior to the effective date of termination. Provider may terminate immediately for Client's material breach that is not cured within 15 days after written notice.

Upon termination, Client shall pay Provider for all services performed and expenses incurred up to the effective date of termination. Provider shall deliver to Client all completed work product and materials for which Client has paid.

CONFIDENTIALITY

Each party (the Receiving Party) acknowledges that during performance it will receive Confidential Information from the other party (the Disclosing Party). Confidential Information includes business plans, corporate records, proprietary processes, client lists, financial information, and any non-public materials or information marked or identified as confidential or that reasonably should be understood to be confidential.

The Receiving Party shall: (a) not use Confidential Information except as necessary to perform its obligations under this Agreement; (b) restrict disclosure to employees, agents, or contractors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) is rightfully received from a third party without obligation of confidentiality; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or valid legal process, provided the Disclosing Party is given prompt notice and opportunity to seek protective measures.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any attachments and documents incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous understandings, proposals, negotiations, and communications, whether oral or written, with respect to the subject matter hereof. Any amendment must be in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

Independent Contractor. Provider is an independent contractor and nothing in this Agreement shall be deemed to create an employer-employee, partnership, or joint venture relationship.

Limitation of Liability. Except for liability arising from willful misconduct or gross negligence, neither party shall be liable for indirect, incidental, special, or consequential damages, and Provider's aggregate liability for any claim related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

CONTACTS AND NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above or such other address as either party may designate by notice to the other.

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