Business Formation Form

Business Formation Form

Recitals

WHEREAS, the Organizer intends to form an entity to conduct lawful business activities under the name (the "Entity") in accordance with the terms set forth below;

WHEREAS, the initial Organizer and the initial members or shareholders listed herein desire to set forth the initial organization, capital contributions, ownership interests and certain governance principles governing the Entity;

WHEREAS, the parties intend that this Business Formation Form will record material formation terms and serve as an agreement among the parties until an operational agreement or charter is executed and filed as applicable.

Entity Information

LLC    Corporation    Partnership    Sole Proprietorship    Other:

Formation Effective Date:   Fiscal Year End (month/day):

Initial Members / Shareholders / Owners

Member 1 Name:   Capital Contribution:   Ownership %:

Member 2 Name:   Capital Contribution:   Ownership %:

Member 3 Name:   Capital Contribution:   Ownership %:

Scope of Work

The Entity shall engage in the following activities and shall have authority to undertake all activities reasonably related to its stated purpose, including but not limited to those described below. The Organizer and initial parties acknowledge that detailed operational duties and responsibilities will be set forth in a subsequent operating agreement.

Payment Terms (Formation Fees and Capital)

Formation Fee Amount:   Payment Schedule:

Late Fee: A late fee equal to per month (or the maximum allowed by applicable law, if less) shall apply to any overdue payment more than days past due.

Term and Termination

Term Commencement Date:   Anticipated Termination Date:

Either party may terminate this formation agreement upon providing written notice to the other party at least days in advance. Termination for material breach shall be effective immediately upon written notice if the breaching party fails to cure within any stated cure period.

Confidentiality

Each party shall keep confidential all non-public proprietary information disclosed in connection with the formation and initial operations of the Entity, including financial terms, member lists, intellectual property, trade secrets, business plans and technical information ("Confidential Information"). Confidential Information shall not be disclosed to any third party except to those employees, advisors or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years, or longer if required by applicable law.

I acknowledge and agree to the Confidentiality provisions above.

Governing Law

This Business Formation Form shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. Any dispute arising under or related to this document shall be resolved pursuant to the dispute resolution provisions that the parties shall include in the operating agreement or charter; absent such provisions, parties submit to the jurisdiction of the state and federal courts located in the governing law state.

Entire Agreement

This Business Formation Form, together with any attachments hereto executed by the parties, constitutes the entire agreement among the Organizer and the initial parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. Any amendment to this Form must be in writing and signed by all parties.

Additional Provisions

Organizer Obligations: The Organizer shall prepare and submit any required formation filings, execute initial organizational documents, and take all other necessary ministerial actions to effectuate formation, provided that such actions are first approved as required by the parties' agreement.

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