Business Launch Document

BUSINESS LAUNCH DOCUMENT

This Business Launch Document (the Agreement) is entered into as of (Effective Date), by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client intends to form, organize and commercially launch a business to operate under the business name and to conduct the business described herein;

WHEREAS, Service Provider represents that it has the expertise, personnel and capacity to provide advisory, formation, branding and go-to-market services necessary to launch Client's business; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, fees and ownership of deliverables in this written Agreement.

PARTY INFORMATION

LLC Corporation Sole Proprietorship Other:

SCOPE OF WORK

Service Provider shall perform the services and deliver the work products described below (collectively, the Services). Services shall include, without limitation, business formation assistance, preparation of formation documents, basic brand strategy, launch planning, vendor introductions, basic marketing collateral templates and coordination of initial operational set-up as agreed by the parties.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses described below in consideration for the Services. Unless otherwise stated, fees are due in United States Dollars and are exclusive of taxes and third-party costs, which Client shall reimburse when invoiced.

Any undisputed amount not paid within days after invoice due date shall incur late charges at the lesser of (a) per month, compounded monthly, or (b) a flat fee of . Client shall also reimburse Service Provider for collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated under this Section.

Either party may terminate this Agreement for material breach by the other party upon providing written notice and a cure period of days to cure the breach. Either party may also terminate for convenience upon providing days' prior written notice. Upon termination, Client shall pay Service Provider for Services performed and reasonable expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party 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. Each party shall: (a) hold Confidential Information of the other in strict confidence; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) restrict disclosure to employees, contractors and advisors with a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidentiality obligations shall not apply to information that is (i) publicly known other than by breach of this Agreement, (ii) rightfully received from a third party without breach, (iii) independently developed without use of Confidential Information, or (iv) required to be disclosed by law or court order (provided the disclosing party gives prompt notice where lawful). The obligations of confidentiality shall survive termination of this Agreement for .

DELIVERABLES AND INTELLECTUAL PROPERTY

Except as otherwise agreed in writing, Service Provider hereby assigns to Client, and Client shall own, all right, title and interest in and to deliverables created by Service Provider specifically for Client under this Agreement, upon full payment of all fees due for such deliverables. Service Provider retains the right to use general skills, know-how, and non-confidential methodologies in future engagements.

LIMITATION OF LIABILITY; INDEMNIFICATION

Each party's aggregate liability for any claim arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, special or punitive damages. Client shall indemnify and hold harmless Service Provider from losses arising from Client's misuse of deliverables, third-party claims relating to Client-provided materials, or Client's negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any action relating to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all schedules and attachments, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral, relating to the subject matter hereof. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted to be given 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 by notice to the other. Notice shall be deemed given upon personal delivery, one (1) business day after deposit with a nationally recognized overnight courier, or three (3) days after mailing by certified mail, return receipt requested.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing herein creates a partnership, joint venture or employment relationship. Headings are for convenience only and do not affect interpretation.

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