Business Incorporation Document

BUSINESS INCORPORATION AGREEMENT

This Business Incorporation Agreement ("Agreement") is made and entered into by and between Service Provider Name: and Client Name: effective as of Date: .

WHEREAS

WHEREAS, Client desires to form a business entity and retain Service Provider to prepare, execute and file formation documents and related organizational instruments necessary to effectuate incorporation; and

WHEREAS, Service Provider is duly experienced and qualified to perform incorporation, organizational and filing services and is willing to perform such services pursuant to the terms and conditions set forth herein; and

WHEREAS, the parties intend that the foregoing services and obligations be reduced to writing and governed by this Agreement.

COMPANY FORMATION DETAILS

C Corporation S Corporation Limited Liability Company (LLC) Partnership Other:

SCOPE OF WORK

Service Provider shall provide incorporation and organizational services as set forth in the scope below. Services include, but are not limited to, preparation and filing of formation documents, preparation of initial organizational minutes and bylaws or operating agreement, preparation of initial resolutions, obtaining employer identification number, and advising on statutory compliance necessary to effect formation.

PAYMENT TERMS

Client shall pay Service Provider the fees and reimburse expenses in accordance with the terms below. All fees are earned upon invoicing and non-refundable except as expressly provided in this Agreement.

Client shall reimburse Service Provider for reasonable and documented out‑of‑pocket costs and governmental filing fees incurred in connection with formation. Such costs shall be invoiced as incurred.

TERM AND TERMINATION

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period set forth above following written notice. Termination shall not relieve Client of obligations to pay fees for services performed and costs incurred through the effective date of termination. Sections that by their nature are intended to survive termination shall do so, including payment obligations, confidentiality, indemnification and governing law.

CONFIDENTIALITY

Each party agrees to hold in confidence and not disclose to any third party Confidential Information disclosed by the other party, except as required by law or as necessary to perform the services under this Agreement. "Confidential Information" means non‑public business, technical or financial information, excluding information that (i) is or becomes public through no breach by the receiving party, (ii) was known to the receiving party prior to disclosure, or (iii) is rightfully received by the receiving party from a third party without restriction.

REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

Each party represents and warrants that it has full power and authority to enter into this Agreement. Service Provider represents that it will perform services in a professional manner consistent with industry standards. Client represents that all information provided to Service Provider for the purpose of formation is true, complete and accurate. Client shall indemnify and hold harmless Service Provider from and against all claims, losses, liabilities and expenses arising out of Client's misstatements, omissions, or use of the organizational documents following formation, except to the extent caused by Service Provider's gross negligence or willful misconduct.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments executed by the parties, 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. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, certified mail, or overnight courier. Notice is effective upon receipt.

ADDITIONAL PROVISIONS

Service Provider may engage subcontractors or third‑party service providers to perform portions of the services provided that Service Provider remains responsible for all such subcontracted performance. Client acknowledges that Service Provider does not provide legal or tax advice unless separately agreed in writing; Client shall consult independent counsel or tax advisors for legal or tax advice. Any schedule of timing is an estimate and is subject to governmental processing times and Client's timely provision of required information.

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