Business Formation Template

BUSINESS FORMATION AGREEMENT

This Business Formation Agreement ("Agreement") is made and entered into as of Effective Date: by and between Organizer Name: ("Organizer") and Formation Agent Name: ("Agent"). Organizer and Agent are each a Party and collectively the Parties.

WHEREAS

WHEREAS, Organizer intends to form an entity to conduct business under the Proposed Entity Name: and to select an entity form indicated below;

WHEREAS, Agent is engaged in the business of providing entity formation, filing, and related administrative services and is willing to provide such services to Organizer under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

ENTITY TYPE

Select the form of business entity to be formed (check one or more as applicable). Each checkbox constitutes a selection.

LLC Corporation Partnership Other:

SCOPE OF SERVICES

Agent shall provide formation services to Organizer limited to those tasks expressly described in this section and any attachments executed by the Parties. Agent's duties shall include preparing and filing formation documents with the appropriate office, preparing an initial consent or bylaws/operating agreement draft, obtaining a registered agent designation, and providing standard administrative filings as requested and paid for by Organizer.

PAYMENT TERMS

Organizer shall pay Agent the fees set forth below in consideration for the Services. Unless otherwise stated, all fees are stated in U.S. dollars and are exclusive of any government filing fees, taxes, or third‑party costs which Organizer is responsible to reimburse.

Any amount not paid when due shall accrue interest at the rate of % per month (or the maximum permitted by law, if lower), plus all costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Section, shall continue until End Date: or until completion of the Services.

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to termination. Termination for material breach may be immediate if the breaching Party fails to cure within fifteen (15) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

During the term of this Agreement and for a period of years following termination, each Party shall keep confidential and shall not disclose to any third party any Confidential Information of the other Party. "Confidential Information" means any non-public information disclosed by one Party to the other that is marked confidential or which, by its nature, should reasonably be understood to be confidential, excluding information that (i) is or becomes generally available to the public through no wrongful act of the receiving Party, (ii) was in the receiving Party's lawful possession prior to disclosure by the disclosing Party, (iii) is independently developed by the receiving Party without reference to the disclosing Party's Confidential Information, or (iv) is required to be disclosed by applicable law or court order (provided the receiving Party gives prompt notice and cooperates in any efforts to limit such disclosure).

REPRESENTATIONS & WARRANTIES

Each Party represents that it has full power and authority to enter into this Agreement and perform its obligations hereunder. Organizer represents that all information provided to Agent for formation is true, complete, and accurate to the best of Organizer's knowledge, and Organizer shall promptly notify Agent of any material changes.

LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, Agent's liability to Organizer for any claim arising out of this Agreement shall be limited to the greater of (a) the aggregate fees paid by Organizer to Agent under this Agreement or (b) direct damages actually incurred. In no event shall either Party be liable for consequential, incidental, special, or punitive damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by both Parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices required or permitted hereunder shall be in writing and delivered to the addresses provided by the Parties. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Agent may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

CONTACT & REGISTRATION DETAILS

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