Business Incorporation Consent

BUSINESS INCORPORATION CONSENT

This Business Incorporation Consent (the Agreement) is entered into on by the undersigned parties for the purpose of evidencing consent and authorizations related to the formation and initial capitalization of the proposed corporation set forth below.

Parties

Recitals

WHEREAS, the Incorporating Entity seeks to form a corporation under the laws of for the purpose of conducting lawful business activities as set forth herein; and

WHEREAS, the undersigned Incorporator(s) hold(s) rights or title that are required to be conveyed or committed to the new corporation as consideration for initial capitalization, and hereby consents to the formation, initial capitalization, and the actions necessary to effect such formation; and

WHEREAS, the parties desire to document the scope of services to be performed in pursuit of formation, the terms of payment for such services, and other material agreements between the parties concerning the corporation's formation and initial organization.

Scope of Work

The Incorporating Agent will undertake the following services on behalf of the Incorporating Entity. Services shall include, at minimum, preparation and filing of articles of incorporation, drafting of initial bylaws, preparation of initial shareholder and board resolutions, securing registered agent services, and coordinating issuance of initial shares.

Payment Terms

The Incorporator agrees to compensate the Incorporating Agent as follows. All fees are exclusive of government filing fees, taxes, and out-of-pocket disbursements unless otherwise stated.

Late payments shall incur a late fee equal to on overdue balances, compounded monthly, or the maximum permitted by applicable law, whichever is less. The prevailing party shall be entitled to recover costs and reasonable attorneys' fees incurred in collection of past due amounts.

Initial Capitalization; Issuance of Shares

The Incorporator hereby consents to the issuance of shares of stock for consideration described as and authorizes appropriate entries in the corporation's capitalization records.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date or until earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Termination for material breach shall be effective upon delivery of written notice and a reasonable cure period of not less than 10 days unless the breach is incapable of cure.

Confidentiality

Each party agrees to keep confidential all nonpublic information and materials disclosed by the other party in connection with formation activities, including but not limited to financial data, business plans, investor information, intellectual property disclosures, and the identity of prospective investors (Confidential Information). Confidential Information shall not include information that is or becomes generally available to the public other than through a breach of this Agreement, or that is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Disclosure required by law or court order may be made only after prompt notice to the disclosing party to allow the seeking of protective relief.

Representations; Compliance

Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) the execution and performance of this Agreement will not violate any agreement or instrument by which it is bound; and (c) it shall comply with all applicable laws and regulations in carrying out its obligations hereunder.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of state and federal courts located in that jurisdiction for resolution of disputes arising under this Agreement.

Entire Agreement; Amendments

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

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver by either party of any breach shall be deemed a waiver of any other breach. Headings are for convenience only and do not affect interpretation.

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