Business Formation Pre Incorporation Documents

BUSINESS FORMATION PRE‑INCORPORATION DOCUMENTS AGREEMENT

This Business Formation Pre‑Incorporation Documents Agreement (the Agreement) is made effective as of by and between:

Client Name:     Formation Provider Name:

RECITALS

WHEREAS, Client seeks to form a new business entity and requires preparation of pre‑incorporation and formation documents necessary to effect formation and initial organization; and

WHEREAS, Formation Provider is engaged in the business of preparing formation filings, organizational documents, corporate or limited liability company governance documents, and related resolutions and will provide such services subject to the terms of this Agreement; and

WHEREAS, the parties desire to set forth the scope of services, payment terms, confidentiality obligations, and other terms applicable to pre‑incorporation actions prior to submission of any filing to the appropriate governmental office.

SCOPE OF WORK

Formation Provider will prepare, review and deliver the pre‑incorporation documents and related deliverables described below and as further detailed in the Scope of Work field. Preparation and filing of any documents with a state office shall be performed only after Client approval of final drafts.

Articles of Incorporation / Certificate of Formation

Bylaws / Operating Agreement

Initial Organizational Resolutions and Minutes

EIN Application Assistance

Registered Agent Registration / Consent

PROPOSED ENTITY DETAILS

Limited Liability Company (LLC)

Corporation (C Corp)

S Corp (tax election to be filed separately)

PAYMENT TERMS

Client agrees to pay Formation Provider the fees and expenses set forth below. All fees are exclusive of government filing fees and third‑party costs unless otherwise stated.

All government filing fees and third‑party vendor fees will be billed to Client or collected by Formation Provider at cost, as specified above. The deposit is earned on receipt and is non‑refundable except as otherwise required by law.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until completion of the services described in the Scope of Work unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice. Upon termination, Client shall pay for all services performed and disbursements incurred through the termination date. Formation Provider will retain copies of all work product and may deliver originals to Client upon payment of outstanding fees.

CONFIDENTIALITY

Each party acknowledges that, in connection with this Agreement, it may receive Confidential Information of the other party. "Confidential Information" means non‑public business information, formation strategy, ownership allocations, financial projections, and other proprietary information disclosed in any form. Each party agrees: (a) to hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not to disclose Confidential Information to any third party except as required by law or necessary to its professional advisors who are bound by confidentiality; and (c) to use Confidential Information solely to perform its obligations under this Agreement.

Confidentiality obligations survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the governing law state specified above, without regard to conflict of law principles. Each party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising from or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any attachments signed by the parties, 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. No modification of this Agreement is effective unless made in writing and signed by both parties.

NOTICES

Notices shall be sent to the addresses provided above and are effective upon hand delivery, one business day after deposit with a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties acknowledge that Formation Provider may engage subcontractors or outside counsel to perform certain services, provided Formation Provider remains responsible for the services. Client represents and warrants that the information provided to Formation Provider is accurate and complete and authorizes Formation Provider to rely upon such information in preparing formation documents.

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