Business Information Articles

BUSINESS INFORMATION ARTICLES

Execution Date:

Parties

Recitals

WHEREAS, Company Name: is a business entity formed to conduct lawful commercial activities and to maintain a record of its organizational information in accordance with the agreement set forth herein;

WHEREAS, Other Party Name: provides services and/or administrative support and is willing to receive and maintain business information articles and to perform obligations described in this document;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this instrument, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Article I — Business Information

Corporation    Limited Liability Company (LLC)    Partnership    Sole Proprietorship    Other:

Scope of Work

The parties agree that the Other Party shall undertake the following services with respect to the preparation, maintenance and filing of Business Information Articles and related records:

Payment Terms

In consideration for the services described in the Scope of Work, Company shall pay Other Party in accordance with the following terms.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate for material breach if the breaching party fails to cure within the notice period specified above. Termination does not relieve either party of obligations accrued prior to the effective date of termination.

Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other party in connection with this Agreement, whether marked confidential or not, that is reasonably understood to be confidential given its nature (the "Confidential Information"). Confidential Information does not include information that: (i) is or becomes generally known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided reasonable notice is given to the disclosing party where legally permissible.

Each party will use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Remedies for breach include injunctive relief and recovery of direct damages; monetary damages alone may be inadequate.

Governing Law

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

Entire Agreement; Amendments

This document, together with any attachments executed contemporaneously, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an affiliate or successor in interest by merger or sale of substantially all assets, provided that the assignee assumes all obligations hereunder. Headings are for convenience only and have no substantive effect.

Certifications

The undersigned parties certify that the information set forth in these Business Information Articles is true and accurate to the best of their knowledge and that they have full authority to enter into this Agreement on behalf of the parties they represent.

Sign Now