Business Organization Support

BUSINESS ORGANIZATION SUPPORT AGREEMENT

This Business Organization Support Agreement ("Agreement") is entered into as of , (Effective Date) by and between:

Parties

Client Entity Type: Individual Corporation LLC Partnership Other:

Provider Entity Type: Individual Corporation LLC Partnership Other:

WHEREAS

WHEREAS, Client seeks assistance in forming and organizing a business entity and requires professional support with organizational documents, filings, governance frameworks, and related advisory services;

WHEREAS, Service Provider possesses the expertise and capacity to provide business organization support, including but not limited to entity formation, operating agreements, bylaws, registration filings, and governance counseling; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide such support.

Scope of Work

Service Provider shall perform the services described below. The description shall be sufficiently detailed to permit assessment of deliverables, timelines, and responsibilities.

Payment Terms

Compensation: Client shall pay Service Provider the fees set forth below in exchange for the services described in this Agreement.

Late Payment: Any undisputed amount not paid within days of its due date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs and legal fees incurred by Service Provider in collecting overdue amounts.

Taxes and Expenses: Fees do not include taxes, filing fees, or third-party costs which shall be reimbursed by Client upon presentation of reasonable documentation.

Term and Termination

Term: This Agreement shall commence on the Effective Date and shall continue until , unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Termination for Cause: Either party may terminate immediately for material breach if such breach remains uncured for 15 days after written notice.

Effect of Termination: Upon termination, Client shall pay for all services performed and costs incurred through the effective date of termination. Sections that by their nature survive termination shall remain in effect.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for performance under this Agreement, and (c) not disclose Confidential Information to third parties except to employees, agents, or contractors with a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Exclusions and Compelled Disclosure: Confidential Information does not include information that is publicly available through no fault of the receiving party, independently developed by the receiving party without use of the disclosing party's Confidential Information, or lawfully received from a third party. If disclosure is compelled by law, the receiving party shall provide prompt notice to permit the disclosing party to seek protective measures.

Intellectual Property and Deliverables

Ownership: Unless otherwise agreed in writing, the Service Provider retains ownership of pre-existing materials, templates, methodologies, and tools. Client shall own deliverables specifically prepared for Client and paid in full, subject to Service Provider's ownership of underlying tools and general know-how.

License: To the extent Service Provider retains ownership of materials incorporated in deliverables, Service Provider grants Client a nonexclusive, nontransferable license to use those materials solely for Client's internal business purposes.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability for damages arising out of or relating to this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the six (6) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for resolution of disputes.

Entire Agreement; Amendments

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

Miscellaneous

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice to the other.

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

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