Business Formation Documents

BUSINESS FORMATION DOCUMENTS

This Business Formation Agreement (the Agreement) is entered into between the parties identified below for the purpose of forming and organizing a business entity in accordance with the terms set forth herein.

Parties

Company Name:

Formation Agent:

Principal Place of Business:

State of Formation:    Intended Effective Date:

WHEREAS

WHEREAS, Organizer requires professional services to prepare, file, and complete corporate formation and organizational filings and related documents necessary to form the business entity described above; and

WHEREAS, Formation Agent represents that it is duly qualified and authorized to perform formation services including drafting organizational documents, preparing and filing required formation papers, and providing related administrative support; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the formation services to be provided.

Entity Type

Select Entity Type

Limited Liability Company (LLC)
Corporation (C or S)
Partnership
Other:

Scope of Work

The Formation Agent shall perform the following services in a commercially reasonable manner and in compliance with applicable law:

Typical deliverables include: preparation and filing of formation documents, drafting of initial organizational agreements (operating agreement or bylaws), preparation of initial resolutions or membership agreements, obtaining initial certificates, and submission of formation filings to the chosen state authority. Additional services may include assistance with federal tax identification, registered agent designation, and initial compliance filings as requested and agreed in writing.

Payment Terms

Formation Fee (Professional Services): $

Payment Schedule

Filing Fees and Third-Party Expenses: Client shall reimburse Formation Agent for any governmental filing fees, expedited processing fees, courier charges, or third-party costs incurred in connection with formation filings upon presentation of itemized documentation.

Late Payment: Outstanding amounts not paid within days after invoice date shall accrue a late fee of and interest at the maximum lawful rate thereafter.

Term and Termination

Term Commencement Date: . The Agreement shall remain in effect until completion of the Scope of Work or earlier termination in accordance with this section.

Anticipated Completion Date (if applicable):

Either party may terminate this Agreement for any material breach by the other party which remains uncured for a period of days after written notice. Either party may terminate without cause upon days' written notice. Upon termination, Client shall pay Formation Agent for all services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Each party acknowledges that in the course of performance it may receive confidential or proprietary information of the other party. The recipient shall (i) hold such information in confidence, (ii) use such information solely to perform its obligations under this Agreement, and (iii) not disclose such information to any third party except to the extent necessary to perform the services or as required by law. Confidential information does not include information that is or becomes publicly available without breach of this Agreement or which was rightfully in the recipient's possession prior to disclosure.

At Client's direction, Formation Agent may file formation documents that will become public records; such filings do not constitute a waiver of confidentiality for non-public materials or communications exchanged between the parties.

Authority and Filings

Client authorizes Formation Agent to prepare, sign on Client's behalf when expressly authorized, and file formation documents with the appropriate governmental authorities. Authorization to sign on Client's behalf (if any) must be expressly granted in writing. Formation Agent will not certify the accuracy of Client-provided information and Client remains responsible for the completeness and accuracy of all information provided to Formation Agent.

Authorization Granted to File: Formation Agent is authorized to file formation documents on Client's behalf where permitted

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflict of laws. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of any disputes.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other from and against any liabilities, claims, losses or expenses arising from the indemnifying party's breach of this Agreement or negligence. Formation Agent's aggregate liability for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Formation Agent under this Agreement, except for liability resulting from gross negligence or willful misconduct.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the other party at the address provided below or as otherwise designated in writing. Notices are effective upon receipt.

Client Contact for Notices

Formation Agent Contact for Notices

Acknowledgment

By signing below, each party acknowledges that it has read and understands this Agreement, has the authority to enter into this Agreement, and agrees to be bound by its terms.

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