Business Governing Documents

BUSINESS GOVERNING DOCUMENTS

This Business Governing Documents Agreement (the "Agreement") is entered into as of by and between:

PARTIES

RECITALS

WHEREAS, Company is organized to carry on lawful business activities and desires to establish governing documents, policies and procedures that define corporate governance, management authority and capital structure; and

WHEREAS, Counterparty is willing to participate in establishing certain governance terms and to provide services, capital, or other consideration as set forth in this Agreement; and

WHEREAS, the parties agree that the terms set forth in this Agreement, together with any schedules, exhibits, and resolutions adopted pursuant hereto, shall constitute the governing framework for the parties' relationship and for the internal governance of the Company.

SCOPE OF GOVERNING DOCUMENTS

The governing documents shall set forth organization, capital contributions, allocation of profits and losses, management authority, voting procedures, transfer restrictions, amendment procedures, and dissolution mechanics. Describe the specific governance items to be adopted or amended below.

ENTITY CHARACTERISTICS

Select the entity types and primary governance structure that apply. Check all that apply; selections document initial classification and do not by themselves effect changes to organizational instruments absent required approvals.

PAYMENT TERMS

As consideration for the adoption, preparation and execution of the governing documents and related services, the Counterparty shall pay Company the fees set forth below in accordance with the schedule and subject to the late payment provisions.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue in full force until the later of the completion of the Scope of Work or the End Date specified below, unless earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve either party of obligations that by their nature survive termination, including, but not limited to, confidentiality and indemnification provisions.

CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain in strict confidence all non-public information disclosed by the other party (the "Disclosing Party") that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information").

Confidential Information does not include information that (a) is or becomes generally known to the public without breach of this Agreement by the Receiving Party; (b) was rightfully known by the Receiving Party prior to receipt from the Disclosing Party; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely to exercise its rights and perform its obligations under this Agreement and shall not disclose Confidential Information except to employees, agents or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement will not violate any other agreement, law, or obligation to which it is subject.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree that exclusive venue for any dispute arising under this Agreement shall be the state or federal courts located in the county of the governing state unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

SEVERABILITY; ASSIGNMENT

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

NOTICES

Notices required under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth above or to such other address as a party may designate in writing.

SIGNATURES

The individuals signing below represent and warrant that they are duly authorized to execute this Agreement on behalf of the parties identified.

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