Business Formation Group LLC

GENERAL BUSINESS AGREEMENT

This General Business Agreement (the "Agreement") is entered into by and between the parties set forth below as of the Effective Date set forth in the Signature Block. Service Provider: Business Formation Group LLC. Service Provider Address:

Client Name: Client Address:

Recitals

WHEREAS, Service Provider is a professional formation and business services provider offering incorporation, formation, filing, and advisory services; and

WHEREAS, Client desires to engage Service Provider to perform the services described herein and Service Provider agrees to perform such services subject to the terms and conditions of this Agreement;

WHEREAS, the parties intend for this Agreement to memorialize their respective rights and obligations with respect to the services to be provided.

Scope of Work

Service Provider shall perform the services described above with reasonable skill and care in a good and workmanlike manner consistent with industry standards. Any material change to the Scope of Work shall be documented in a written amendment signed by both parties.

Payment Terms

Invoices will be issued in accordance with the Payment Schedule. Client shall pay all undisputed invoices within days of receipt. Past due amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Client shall reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

Unless otherwise stated, fees do not include government filing fees, third-party costs, or taxes which shall be the responsibility of Client and may be invoiced separately.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue in force until completion of the Scope of Work or until terminated pursuant to this section. Effective Date:

Anticipated Completion Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within fourteen (14) days after written notice. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by either party that is designated as confidential or that, under the circumstances, ought reasonably to be treated as confidential, including without limitation business plans, financial information, trade secrets, customer lists and formation documents.

Each party agrees: (a) to hold the other party's Confidential Information in strict confidence; (b) not to use such Confidential Information except as necessary to perform obligations under this Agreement; and (c) not to disclose such Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, or was rightfully received by the receiving party without obligation of confidentiality.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its principles of conflict of laws. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising under this Agreement.

Miscellaneous

Entire Agreement: This Agreement, together with any written amendments executed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral.

Amendment: No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Service Provider may assign this Agreement to an affiliate or to a successor in interest in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

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