Business Formation LLC Form

BUSINESS FORMATION LLC ENGAGEMENT AGREEMENT AND FORM

This Business Formation LLC Engagement Agreement (the Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Client desires to form a limited liability company to conduct lawful business under the name (the Company) in the state of ;

WHEREAS, Provider is in the business of assisting with the formation and organization of limited liability companies and will perform specified formation and organization services for Client subject to the terms and conditions of this Agreement;

WHEREAS, the parties desire to set forth the scope of Provider's services, fees, and other terms governing Provider’s engagement for formation of the Company.

SCOPE OF WORK

Provider shall prepare, file, and deliver the organizational documents necessary to form the Company and shall perform ancillary tasks reasonably related to formation as set forth below. Provider's obligations include drafting Articles of Organization, a basic Operating Agreement, obtaining a registered agent (if selected), and preparing initial organizational minutes. Provider does not provide tax, accounting, or legal advice except as expressly provided in writing.

FORMATION DETAILS

Management Structure: Member-Managed Manager-Managed

PAYMENT TERMS

In consideration for the services provided by Provider, Client shall pay Provider the fees set forth below. Client acknowledges that certain fees are non-refundable once Provider has filed formation documents on Client's behalf.

Late Payment: Any undisputed amount not paid within days after invoice shall accrue a late fee equal to percent per month, or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement begins on the date set forth above and shall continue until the earlier of (a) completion of the services described in the Scope of Work, or (b) termination by either party in accordance with this Section.

Term Start Date:    Term End Date (if any):

Either party may terminate this Agreement for convenience upon providing written notice to the other party no less than days prior to the effective termination date. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the Receiving Party) shall maintain as confidential all non-public, proprietary, or commercially sensitive information disclosed by the other party (the Disclosing Party) and shall not use or disclose such information except as necessary to perform its obligations under this Agreement. Confidential information does not include information that (a) was known to the Receiving Party prior to disclosure without restriction; (b) is or becomes publicly available through no fault of the Receiving Party; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s confidential information; or (d) is required to be disclosed by law, provided that the Receiving Party gives prompt notice to the Disclosing Party where legally permitted.

Client acknowledges that Provider may possess templates and systems used in the formation process that constitute Provider's confidential business information; Client agrees not to reproduce or distribute such materials outside the scope of this engagement.

Confidentiality Acknowledgment: Client acknowledges and agrees to the confidentiality provisions above

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to principles of conflicts of law. Except where injunctive or other equitable relief is sought, the parties agree that any dispute arising under this Agreement shall be resolved in the state or federal courts located within that state.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto and any documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

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

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