Business Formation Document

BUSINESS FORMATION DOCUMENT

This Business Formation Document (the "Agreement") is made and entered into by and between Organizer Name: and Formation Agent Name: . The parties agree as follows.

WHEREAS

WHEREAS, Organizer desires to establish a business entity for the purpose of conducting lawful commercial activities and has retained Formation Agent to perform formation, filing and related services on Organizer's behalf;

WHEREAS, Formation Agent represents that it has the experience and expertise necessary to provide corporate formation services, prepare and file formation documents, obtain required registrations and assist with initial organizational matters; and

WHEREAS, the parties desire to set forth their respective obligations, payment terms and the procedures for formation of the new entity in writing.

SCOPE OF WORK

Formation Agent shall prepare and file, as requested by Organizer, all necessary formation documents (including articles/ certificate of formation or incorporation), initial organizational minutes, operating agreement or corporate bylaws, obtain any required tax identification numbers and state registrations, and provide Organizer with executed formation documents upon completion.

FORMATION DETAILS

LLC Corporation Partnership Sole Proprietorship Other:

PAYMENT TERMS

Organizer shall pay Formation Agent the fees described below for services rendered under this Agreement.

Late payments shall incur a late fee equal to: % of the outstanding unpaid amount per month, compounded monthly, or the maximum permitted by applicable law, whichever is less. Organizer shall also reimburse Formation Agent for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: or until completion of the formation services, unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Termination shall not relieve Organizer of obligation to pay fees earned or expenses incurred prior to termination. Sections titled Confidentiality, Governing Law, and Entire Agreement shall survive termination.

CONFIDENTIALITY

Each party acknowledges that in performing this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, financial, operational, client, pricing and technical information disclosed in any form and identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) use Confidential Information solely to perform obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, is rightfully received from a third party not subject to confidentiality obligations, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The obligations in this Section shall survive termination for a period of three (3) years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement, that execution and performance will not violate any other agreement to which it is a party, and that it will comply with all applicable laws, rules and regulations in the performance of its obligations.

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. Exclusive venue for any dispute arising under this Agreement shall be a state or federal court located in that State.

ENTIRE AGREEMENT AND MISCELLANEOUS

This Agreement, together with any exhibits and written statements of work attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. Any amendment or modification must be made in writing and signed by both parties.

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Formation Agent may assign to an affiliate or in connection with a sale of substantially all of its business.

NOTICES

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