Business Initial Package

Business Initial Package — General Business Agreement

This General Business Agreement (the Agreement) is made effective as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client is engaged in the operation and development of a business enterprise and desires to obtain certain professional services and initial organizational deliverables from Service Provider as further described herein;

WHEREAS, Service Provider possesses the experience, personnel and resources necessary to deliver the services and startup documentation identified in this Agreement and has agreed to provide such services to Client on the terms and conditions set forth below;

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

Scope of Work

Deliverables shall include, at a minimum, preparation and delivery of organizational documents, formation filings, an initial operating agreement or bylaws, a basic capitalization schedule, and guidance on initial compliance requirements. Specific milestones, acceptance criteria and delivery dates will be set forth in the Scope of Work above or in an attached statement of work executed by the parties.

Payment Terms

Unless otherwise agreed in writing, Client shall pay invoiced amounts within days of invoice date. Overdue amounts shall accrue interest at the lesser of per month (18% per annum) or the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party provided at least days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (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 prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by either party to the other, whether in oral, written, electronic or other 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. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; or (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) maintain the confidentiality of the Disclosing Party's Confidential Information using at least the same degree of care that it uses to protect its own Confidential Information of a similar nature, but in no event less than reasonable care; (ii) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein. The obligations under this Section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as such information qualifies as a trade secret under applicable law.

Independent Contractor; Taxes

Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship between the parties. Service Provider shall be solely responsible for all taxes, withholdings and other statutory obligations arising from remuneration paid to Service Provider or its personnel.

Indemnification and Limitation of Liability

Each party shall defend, indemnify and hold harmless the other party and its officers, directors, employees and agents from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's negligence, willful misconduct or material breach of this Agreement. EXCEPT FOR A BREACH OF THE CONFIDENTIALITY OBLIGATIONS OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Expenses

Client shall reimburse Service Provider for reasonable and preapproved out-of-pocket expenses incurred in connection with performance of services under this Agreement. Reimbursement shall be made upon submission of supporting documentation and in accordance with Client's expense policies, if any.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with commercially reasonable arbitration rules, unless the parties mutually agree otherwise in writing.

Entire Agreement; Amendments

This Agreement, together with any statements of work or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Initial Package Checklist

The following initial items are included in this Engagement unless otherwise indicated. Check items provided with the initial package:

Articles of Organization / Incorporation Operating Agreement / Bylaws EIN Application Assistance

Business Plan Summary Initial Cap Table Other:

Representations; Authority

Each party represents and warrants that it has the full power and authority to enter into this Agreement, that the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized, and that this Agreement constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms.

Notices

Notices required by this Agreement shall be in writing and sent to the addresses set forth above or to such other address as a party may designate by notice in accordance with this Section. Notice is effective upon receipt.

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