Business Organization Form

BUSINESS ORGANIZATION FORM

Effective Date:

Parties

Recitals

WHEREAS, Organizer: has expertise in corporate formation, organizational structuring and related advisory services; and

WHEREAS, Company: desires Organizer's assistance in forming and organizing a business entity under the laws of for the purpose of conducting lawful business activities described herein; and

WHEREAS, the parties wish to set forth their respective duties, payments and certain terms relating to formation and initial organization of the business.

Entity Information

Proposed Entity Name:

Limited Liability Company (LLC)
Corporation
Partnership
Sole Proprietorship
Other (describe):

Scope of Work

Organizer shall perform the following services in connection with formation and initial organization. Services shall include preparation and filing of organizational documents, drafting initial governance instruments, preparation of ownership schedules, and advising on initial capital structure. Additional services, if any, will be set out below.

Payment Terms

Late Payment: Organizer may assess a late fee of on overdue amounts. Payments not received within days after invoice date shall be subject to collection costs, including reasonable attorneys' fees.

Capital Contributions and Ownership

Initial contributions of cash, property, or services and resulting ownership interests shall be documented in the initial schedule below. Parties must complete contributions as set forth; failure to contribute may result in adjustment of ownership as set forth in the governing documents.

Term and Termination

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breach is not cured within a commercially reasonable cure period not to exceed 30 days following written notice. Termination will not relieve either party of obligations accrued prior to termination, including payment for services performed.

Confidentiality

Each party acknowledges that in connection with this Agreement it may receive Confidential Information from the other party. "Confidential Information" means all non-public, proprietary or business information disclosed, whether oral, written or electronic, that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each recipient shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees or professional advisors who need to know and who are bound to maintain confidentiality.

Confidentiality Term (years):

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Venue for any dispute arising under this Agreement shall lie in a court of competent jurisdiction located in said state.

Representations and Warranties

Each party represents and warrants that it has the authority to enter into this Agreement, that the information supplied herein is true and correct to the best of its knowledge, and that execution and performance of this Agreement will not violate any other agreement to which it is a party.

Assignment and Amendment

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Organizer may assign to an affiliate for purposes of performance. Any amendment must be in writing signed by both parties.

Entire Agreement

This Agreement, together with all schedules and exhibits attached and any written statements of work signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, oral or written, relating to such subject matter.

Acknowledgement

The parties acknowledge that they have read and understand this Agreement, that they have had the opportunity to seek independent legal advice, and that they enter into this Agreement voluntarily.

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