Business Formulation Document

Business Formulation Document

This Business Formulation Document (the Agreement) is entered into by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client intends to form or reorganize a business entity and seeks professional services to advise, prepare, and file organizational documents, draft foundational governance instruments, and perform related formation tasks; and

WHEREAS, Service Provider has expertise in business formation, entity selection, compliance filings, and documentation necessary to establish and operate a lawful business entity and is willing to provide such services under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, deliverables, payment schedule, confidentiality obligations, term, termination rights, and governing law applicable to the services to be provided.

1. Parties and Contact Information

2. Entity Selection

The parties acknowledge that Service Provider will advise on and assist with selection of entity type. The Client indicates the preferred entity form by selecting one or more of the following:

3. Scope of Work

Service Provider will perform the following services and deliverables in connection with business formation. Specific tasks, deadlines, and deliverables are described below and may be modified only by written amendment signed by both parties.

4. Deliverables and Timeline

Estimated key deliverables and target dates are set forth below. These dates are estimates and may be adjusted by mutual written agreement. The initial estimated commencement date is: , .

5. Payment Terms

As consideration for the services described in this Agreement, Client shall pay Service Provider in accordance with the following terms.

Invoices are due within the number of days specified in the Payment Schedule. Any undisputed late payments shall accrue interest as specified in the Late Fee field and the Client shall be responsible for reasonable collection costs and attorneys' fees incurred by the Service Provider to collect overdue amounts.

6. Term and Termination

This Agreement shall commence on the Effective Date set forth below and shall continue until completion of the Scope of Work or until earlier terminated in accordance with this Section.

Effective Date: , .

Unless earlier terminated, this Agreement will terminate on: , .

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within the notice period specified above following written notice. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination. Sections concerning Confidentiality, Governing Law, and Entire Agreement shall survive termination.

7. Confidentiality

Each party acknowledges that during the course of performance it may receive confidential, proprietary or trade secret information of the other party. "Confidential Information" includes nonpublic business, financial, technical, and other information marked confidential or that a reasonable person would understand to be confidential.

Each party shall: (a) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein; and (c) use Confidential Information solely to perform obligations under this Agreement.

Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of the recipient; (ii) is already known to the recipient without restriction; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed without the use of the disclosing party's Confidential Information. Disclosure required by law or court order shall be made only after prompt notice to the disclosing party, to allow it to seek protective measures.

8. Representations and Warranties

Each party represents and warrants that it has full authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

9. Limitation of Liability

To the maximum extent permitted by law, neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages, including lost profits, arising out of or relating to this Agreement, regardless of the form of action, whether in contract, tort or otherwise. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement.

10. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties agree to seek resolution of disputes through good faith negotiation; if unresolved, disputes shall be subject to the exclusive jurisdiction of the state and federal courts located within the chosen state.

11. Entire Agreement and Amendments

This Agreement, including any exhibits, attachments, and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties.

12. Miscellaneous Provisions

If any provision of this Agreement is held to be unenforceable, the remainder of the Agreement shall continue in full force and effect. Headings are for convenience only and do not affect interpretation. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor entity.

Acknowledgment

By signing below, each party acknowledges that it has read and understands this Agreement, that it has the authority to enter into this Agreement, and that it consents to be bound by its terms.

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