Business Organization Template

BUSINESS ORGANIZATION AGREEMENT

This Business Organization Agreement ("Agreement") is made and entered into as of Effective Date: by and between Party A: and Party B: .

RECITALS

WHEREAS, the Parties desire to organize and operate a business under the name (the "Company") for the purpose of carrying on business activities described herein; and

WHEREAS, the Parties intend to determine their respective rights, duties, contributions and obligations with respect to the formation, governance and operation of the Company; and

WHEREAS, the Parties agree to memorialize the material terms of their arrangement in this Agreement and to take such actions as are necessary to effectuate formation under the chosen organizational form selected below.

ORGANIZATIONAL INFORMATION

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

SCOPE OF WORK

The Parties agree that the initial scope of activities of the Company shall include the following:

PAYMENT TERMS

Formation Fee (total amount due to Organizer): .

Late Payment: In the event any payment is not received within days after its due date, a late fee shall apply in the amount of on the outstanding balance, compounded monthly until paid in full. The Parties acknowledge that this fee is a reasonable estimate of the damages resulting from late payment and not a penalty.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either Party may terminate this Agreement without cause upon providing written notice to the other Party not less than days prior to the intended termination date.

CONFIDENTIALITY

Each Party acknowledges that, in the course of performance under this Agreement, it may receive or have access to confidential information of the other Party ("Confidential Information"). Confidential Information includes, but is not limited to, business plans, financial data, customer lists, trade secrets, technical data and proprietary processes. Each Party agrees (i) to hold Confidential Information in strict confidence and not disclose it to third parties except as expressly permitted in this Agreement, (ii) to use Confidential Information solely for the purpose of performing obligations under this Agreement, and (iii) to take reasonable measures to prevent unauthorized disclosure.

Confidentiality Duration: The obligations set forth in this section shall continue for a period of years following termination or expiration of this Agreement, except with respect to information that qualifies as a trade secret under applicable law, in which case protection shall continue for so long as the information remains a trade secret.

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY

This Agreement, together with any schedules or exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. No amendment or modification of this Agreement shall be effective unless set forth in writing and signed by both Parties. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to render it enforceable, and the remaining provisions shall remain in full force and effect.

MISCELLANEOUS PROVISIONS

Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, by certified mail (return receipt requested), or by confirmed courier to the addresses specified by the Parties. Notice Address for Party A:

Notice Address for Party B:

Assignment: Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

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