Business Incorporation Set-Up

BUSINESS INCORPORATION SET-UP AGREEMENT

Parties

This Business Incorporation Set-Up Agreement (the Agreement) is entered into by and between:

Recitals

WHEREAS, Client Name: desires to form a business entity and retain Service Provider to perform incorporation set-up services in accordance with the terms of this Agreement;

WHEREAS, the proposed entity name is: and Client proposes formation in the State of: ;

WHEREAS, Service Provider represents that it has the experience, qualifications and authority to perform the services described in this Agreement and will provide such services in a timely, professional and lawful manner.

Scope of Work

Service Provider will prepare and file organizational documents, prepare initial corporate records, obtain an employer identification number (EIN) where requested, prepare and file required initial state filings, and provide guidance on initial corporate governance consistent with the selection of entity type and the laws of the state of formation. Work includes:

Additional services such as expedited filings, complex tax elections, drafting of shareholder agreements, or ongoing registered agent services are not included unless expressly set forth in writing and may incur additional fees.

Entity Details

Payment Terms

Client agrees to pay Service Provider the fees described below for the performance of services under this Agreement.

Late payments will incur a finance charge of on any unpaid balance after days. Client is responsible for all collection costs, including reasonable attorneys' fees, for delinquent amounts.

Term and Termination

This Agreement is effective as of the Start Date: and shall continue until completion of the services described in the Scope of Work or until the End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date. Service Provider may terminate immediately for nonpayment or for Client's material breach that is not cured within ten (10) days of written notice.

Upon termination, Client shall pay Service Provider for all services performed and costs incurred through the date of termination, including work-in-progress and governmental filing fees already paid or committed.

Confidentiality

Each party agrees to keep confidential and not disclose to third parties any non-public information obtained from the other party in connection with the performance of this Agreement, except as required by law or to perform the obligations hereunder. Confidential information does not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) was lawfully in the receiving party's possession prior to receipt from the disclosing party, or (iii) is rightfully received from a third party without restriction.

The confidentiality obligations set forth herein shall continue for a period of months following termination or expiration of this Agreement, provided that trade secrets and attorney-client privileged documents remain protected to the extent permitted by law.

Representations, Warranties and Indemnity

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Client represents that Client has provided accurate information necessary for formation. Client shall indemnify and hold Service Provider harmless from any liability, loss, or expense arising out of incorrect information provided by Client, Client's failure to comply with law, or Client's business activities, except to the extent caused by Service Provider's gross negligence or willful misconduct.

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 to submit any dispute arising under this Agreement to the exclusive jurisdiction of the state and federal courts located in that state.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior negotiations, understandings, and agreements. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices shall be deemed given upon personal delivery, confirmed electronic delivery, or three (3) days after deposit with the U.S. postal service, postage prepaid.

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