Business Information Package Document

BUSINESS INFORMATION PACKAGE AGREEMENT

This Business Information Package Agreement (the Agreement) is entered into as of by and between:

Parties

Recitals

WHEREAS, Service Provider has developed and maintains business formation, compliance, and operational information and deliverables tailored to small and medium enterprises (collectively defined herein as the Business Information Package);

WHEREAS, Client desires to obtain from Service Provider certain components of a Business Information Package to support Client's formation, governance, and initial operations, and Service Provider is willing to provide the same under the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

Scope of Work

Service Provider shall prepare, assemble, and deliver the Business Information Package as described below and in the attached schedules (if any). The scope includes preparation of governing documents, basic financial projections, operational checklists, compliance calendars, and advisories as specified by Client and agreed by Service Provider.

Payment Terms

Client shall pay Service Provider for the Business Information Package as follows:

Invoices are payable within days of invoice. A late fee of per month shall apply to overdue amounts, compounded monthly but not to exceed the maximum permitted by applicable law.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach if the breach is not cured within 15 days of written notice of such breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the date of termination. Sections that by their nature survive termination shall remain in effect, including confidentiality, payment, indemnity and governing law provisions.

Confidentiality

Each party (Recipient) acknowledges that it may receive Confidential Information of the other party (Discloser). "Confidential Information" means non-public information disclosed in any form 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. Recipient shall: (a) use Confidential Information solely for performance and receipt of the Business Information Package; (b) restrict disclosure to those employees, contractors or advisors with a need to know and who are bound to protect confidentiality; and (c) exercise at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information does not include information that: (i) is or becomes generally available to the public other than through Recipient's breach; (ii) was known to Recipient prior to disclosure; (iii) is independently developed by Recipient without use of Discloser's Confidential Information; or (iv) is rightfully obtained from a third party without restriction.

If Recipient is required by law to disclose Confidential Information, Recipient will provide Discloser prompt written notice (to the extent legally permitted) and reasonably cooperate with Discloser in any protective action.

Intellectual Property and Use

Service Provider retains all right, title and interest in pre-existing intellectual property, templates, methodologies and know-how used in connection with the Business Information Package. Upon full payment, Service Provider grants Client a non-exclusive, non-transferable license to use delivered customized documents and deliverables for Client's internal business purposes. Client shall not resell, sublicense, or distribute deliverables to third parties without Service Provider's prior written consent.

Representations and Warranties; Disclaimer

Each party represents that it has the authority to enter this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other from and against third-party claims arising from the indemnifying party's breach, negligence, or willful misconduct. EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.

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 its conflict of laws principles. The parties shall attempt in good faith to resolve disputes amicably. If the parties cannot resolve a dispute within 30 days, either party may pursue any available legal or equitable remedies in the state or federal courts located in the specified jurisdiction.

Entire Agreement; Amendments

This Agreement, together with any written attachments or schedules signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as either party designates by written notice. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable under applicable law, the remainder of the Agreement shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to a successor in interest in connection with a sale of substantially all its assets.

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