Business Formation Document Master LLC

Business Formation Document Master LLC

Client Name:

Formation Agent:

Proposed Company Name:

State of Formation:     Effective Date:

Recitals

WHEREAS, Client Name: desires to form a limited liability company under the laws of the State of Formation: for the purposes set forth in this Agreement; and

WHEREAS, Formation Agent: is engaged in the business of providing business formation, filing and ancillary services and has agreed to perform such services for the Client on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding formation, filings, and related deliverables.

Scope of Work

Formation Agent shall provide the services described below and shall prepare, execute and file the necessary formation documents and related instruments on behalf of the Client in accordance with the laws of the State of Formation.

Prepare and file Articles of Organization

Draft Operating Agreement

Obtain Employer Identification Number (EIN)

Provide Registered Agent services (if selected, a separate Registered Agent Addendum may apply)

Payment Terms

The Client shall pay Formation Agent the fees and reimbursements set forth below for all services and filing costs incurred in connection with formation and post-formation matters.

Term and Termination

This Agreement shall commence on the Start Date set forth below and shall continue until completion of the Scope of Work unless earlier terminated in accordance with this Section.

Start Date:     Anticipated Completion/End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period above after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay fees already earned or costs reasonably incurred by Formation Agent through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all non-public, proprietary or confidential information disclosed by the other party (the "Disclosing Party") in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that is (a) already known to the Receiving Party at the time of disclosure without obligation of confidentiality, (b) becomes publicly available other than by breach of this Agreement, or (c) is lawfully received from a third party without restriction. The Receiving Party shall not use Confidential Information except for the performance of its obligations under this Agreement and shall not disclose such Confidential Information to any third party except to its affiliates, employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

Client authorizes Formation Agent to disclose Confidential Information to affiliates or subcontractors for performance of services subject to confidentiality obligations

Representations, Warranties, and Indemnity

Client represents and warrants that all information provided to Formation Agent is accurate and complete to the best of Client's knowledge. Formation Agent shall perform services in a professional manner in accordance with applicable law, but makes no guarantee as to processing times, acceptance of filings, or any governmental action. Client shall indemnify, defend and hold harmless Formation Agent and its agents from and against any losses, liabilities, damages, costs and expenses arising from Client's breach of this Agreement or from inaccurate or incomplete information supplied by Client.

Limitation of Liability

Except for liability arising from willful misconduct or material breach of confidentiality, neither party shall be liable to the other for any consequential, incidental, special, or punitive damages, and the aggregate liability of Formation Agent for any claim arising out of this Agreement shall not exceed the fees actually paid by Client to Formation Agent under this Agreement.

Governing Law

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

Entire Agreement; Amendments

This Agreement, together with any attachments or proposals expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any modification or waiver must be in writing and signed by both parties.

Notices

Miscellaneous Provisions

If any provision of this Agreement is found invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment, agency or partnership relationship. Client shall not assign this Agreement without Formation Agent's prior written consent; Formation Agent may subcontract performance but remains liable for performance.

Sign Now