Business ORG Document

Business Organization Agreement

Parties

Recitals

WHEREAS, Party A, identified above as "Organizing Party," has the experience and capacity to assist in the formation, organization, and initial management planning of a business entity; and

WHEREAS, Party B, identified above as "Client," desires to retain Organizing Party to provide organization, advisory, and formation services for Client's business pursuant to the terms and conditions set forth in this Agreement; and

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

Scope of Work

Organizing Party will perform the following services on behalf of Client (collectively, the "Services"): formation of the selected business entity, preparation of organizational documents (such as articles of organization or incorporation and an operating agreement or bylaws), initial capital structure recommendations, filing and coordination of necessary regulatory registrations, and advisory services related to initial governance and internal procedures.

Payment Terms

In consideration for the Services, Client shall pay Organizing Party the fees and expenses set forth below. Fees shall be exclusive of any taxes, filing fees, or third-party expenses unless otherwise specified.

Overdue amounts shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by law. In addition, Client shall be responsible for collection costs, including reasonable attorneys' fees and costs incurred by Organizing Party in enforcing payment.

Term and Termination

This Agreement shall commence on the Effective Date and continue until completion of the Services, unless earlier terminated as provided below. The Effective Date is the date on which the last party executes this Agreement.

Commencement Date:     Termination Date (if applicable):

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice.

Confidentiality

"Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether oral, written, visual, or electronic, 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.

The receiving party shall (a) use Confidential Information solely for the performance of this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is independently developed by the receiving party without use of or reference to Confidential Information; or (iv) is required to be disclosed by law or valid legal process, provided the receiving party gives prompt written notice and cooperates with the disclosing party in any efforts to limit disclosure.

The obligations in this Confidentiality 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 they qualify as trade secrets under applicable law.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO ORGANIZING PARTY UNDER THIS AGREEMENT.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties agree that any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located within that state, and the parties hereby submit to the jurisdiction of such courts.

Entire Agreement; Amendments

This Agreement (including all exhibits and attachments hereto) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, proposals, representations, warranties, and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both parties.

Miscellaneous

Notices under this Agreement shall be in writing and delivered to the addresses set forth above. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement shall create an employment, partnership, joint venture, or agency relationship between the parties.

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