Business Formation Filing

BUSINESS FORMATION FILING AND SERVICES AGREEMENT

RECITALS

WHEREAS, Organizer Name: represents the natural person or entity initiating formation proceedings; and

WHEREAS, Formation Service Name: will prepare, execute and submit the required formation filings and ancillary documents for the entity described below in accordance with the terms set forth in this Agreement;

WHEREAS, the parties desire to set forth their respective responsibilities, fees and certifications related to the formation filing and related services.

BUSINESS FORMATION DETAILS

LLC   Corporation   Partnership   Sole Proprietorship   Other:

Effective Date of Formation:    Duration (if not perpetual):

SCOPE OF WORK

Formation Service shall perform, at a minimum, the following tasks in connection with formation and initial compliance:

Scope of Services shall include preparation and filing of the Articles/Certificate of Formation, preparation of an initial operating agreement or bylaws, obtaining a federal employer identification number if requested, and the delivery of executed formation documents to Organizer. Additional services beyond this scope will require a separate written authorization and may incur additional fees.

PAYMENT TERMS

Total Fee for Formation Services: (exclusive of state filing fees and third-party costs).

Deposit (due prior to commencement):    Balance Due:

State Filing Fee (estimated):

Late Payment: Any balance not paid within ten (10) days of the balance due date shall bear interest at per month (or the maximum permitted by law), plus reasonable collection costs.

TERM AND TERMINATION

Term Commencement Date: ; Term Expiration Date (if any):

Either party may terminate this Agreement for material breach if such breach remains uncured for days after written notice to the breaching party. Termination shall not relieve Organizer of obligations to pay fees for services rendered or costs incurred prior to termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other in connection with the formation services, including financial data, business plans, member lists, proprietary processes and draft organizational documents.

Obligations: Each party shall (i) use Confidential Information solely for the performance of its obligations under this Agreement, (ii) restrict disclosure to employees, agents or subcontractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as this Agreement, and (iii) take commercially reasonable measures to protect the Confidential Information from unauthorized disclosure. The foregoing obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, is independently developed by the receiving party, or is required to be disclosed by law or valid governmental order, provided the disclosing party is given prompt notice and an opportunity to seek protective relief.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties agree that any dispute arising out of or related to this Agreement shall be resolved by binding arbitration in that jurisdiction unless the parties mutually agree otherwise in writing.

CERTIFICATIONS AND REPRESENTATIONS

Organizer represents and warrants that all information provided to Formation Service for purposes of filing is true, accurate and complete to the best of Organizer's knowledge. Organizer authorizes Formation Service to sign, file and deliver formation documents on Organizer's behalf solely for the purpose of completing the formation filing.

Organizer acknowledges that Formation Service is not acting as legal counsel and that Organizer has had the opportunity to obtain independent legal advice regarding formation, governance and tax consequences.

ENTIRE AGREEMENT

This Agreement, including any attachments and any statements of work executed pursuant hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

FILING AUTHORIZATION

Organizer hereby authorizes Formation Service to prepare, execute and file the required organizational documents with the appropriate filing office and to take all related ministerial acts necessary to effectuate formation. Organizer further authorizes Formation Service to pay state filing fees and to incur third-party costs on Organizer's behalf subject to reimbursement by Organizer.

Organizer accepts responsibility for any penalties or fines arising from knowingly providing false information and agrees to indemnify Formation Service for claims resulting from Organizer's willful misstatement or omission.

ADDITIONAL NOTICES

Notices required or permitted under this Agreement shall be in writing and delivered to the contact information provided by the parties. Organizer acknowledges responsibility for providing accurate contact and payment information and for updating such information in writing.

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