Business Information Package

BUSINESS INFORMATION PACKAGE

This Business Information Package Agreement ("Agreement") is entered into by and between Provider Name: and Client Name: (collectively, the "Parties"). Effective Date:

RECITALS

WHEREAS, Provider is engaged in the business of compiling, organizing and delivering corporate, financial and administrative records and summaries for businesses and has the expertise and resources necessary to prepare a comprehensive Business Information Package for the Client; and

WHEREAS, Client desires to engage Provider to prepare, assemble and deliver a Business Information Package consisting of corporate documents, financial summaries, intellectual property listings, operational checklists and related materials, on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

SCOPE OF WORK

COMPANY INFORMATION

Corporation    LLC    Sole Proprietor    Partnership    Other:

CONTACT & KEY PERSONNEL

CORPORATE DOCUMENTS CHECKLIST

Articles of Incorporation / Organization

Bylaws / Operating Agreement

Minutes / Written Consents (most recent)

Stock Ledger / Membership Ledger

EIN Confirmation Letter or Tax Registration

Bank Resolutions / Authorized Signers

INTELLECTUAL PROPERTY

FINANCIAL INFORMATION SUMMARY

CONTRACTS & OBLIGATIONS

LICENSES, PERMITS & INSURANCE

PAYMENT TERMS

Total Fee:    Deposit Amount:    Deposit Due Date:

Late Payment: If any undisputed invoice or portion thereof is not paid when due, interest shall accrue on the overdue amount at the rate of , compounded monthly, plus reasonable costs of collection, including attorneys' fees. All payments are due in the currency specified in the invoice.

TERM AND TERMINATION

Term Commencement Date:    Term End Date (if applicable):

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate for cause if the other Party materially breaches any obligation hereunder and fails to cure such breach within 30 days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred up to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, financials, customer lists, product designs, trade secrets and legal documents. Confidential Information excludes information that: (a) is or becomes generally available to the public through no wrongful act of the receiving Party; (b) is rightfully received from a third party without breach of an obligation of confidentiality; (c) was known to the receiving Party prior to disclosure as shown by written records; or (d) is independently developed by the receiving Party without use of or reference to Confidential Information.

The receiving Party shall (i) hold Confidential Information in strict confidence and use at least the same degree of care as it uses to protect its own confidential information but no less than reasonable care; (ii) not disclose Confidential Information to any third party except to its employees, affiliates, professional advisors or contractors who have a need to know and who are bound by obligations of confidentiality no less protective than those set forth herein; and (iii) promptly return or destroy Confidential Information upon written request of the disclosing Party, except as required to be retained under applicable law or reasonable document retention practices. Remedies for breach of this Section shall include injunctive relief in addition to any other available remedies.

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 law principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for disputes arising out of this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, in no event shall either Party be liable to the other for consequential, incidental, special or punitive damages, and each Party's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

ENTIRE AGREEMENT

This Agreement, including all schedules and attachments executed contemporaneously herewith, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by duly authorized representatives of both Parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices required under this Agreement shall be in writing and delivered to the addresses supplied in this form. Headings are for convenience only and shall not affect interpretation.

The Parties acknowledge that they have read and understand this Agreement, that they have had a reasonable opportunity to consult with counsel, and that they enter into this Agreement voluntarily and with full authority to bind their respective organizations.

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