Business Organizational Document

BUSINESS ORGANIZATIONAL DOCUMENT

Parties and Effective Date

This Business Organizational Document (the "Agreement") is entered into as of Effective Date: by and between:

Recitals

WHEREAS, the Company intends to organize and conduct business for the following purpose:

WHEREAS, the Organizer has been engaged to prepare, file and effectuate organizational and governance documents, to advise on capitalization and ownership structure, and to perform related organizational services described herein; and

WHEREAS, the parties desire to set forth their respective rights, duties and obligations with respect to organization, governance and related services in this Agreement.

Scope of Work

The Organizer will perform the organizational services described below. Services include preparation and filing of formation documents, drafting of operating or governance agreements, issuance of member/shareholder units, initial capitalization assistance, and coordination of necessary corporate formalities.

Payment Terms

In consideration for the services provided, the Company shall pay the Organizer in accordance with the terms set forth below.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for a period of 15 days following written notice specifying the breach.

Upon termination the Organizer shall deliver to the Company all completed documents and any work in progress and shall invoice for pro rata services performed through the effective date of termination. Payment for accrued fees and reimbursable expenses shall survive termination.

Confidentiality

Definition: "Confidential Information" means all non-public, proprietary or business information disclosed by one party to the other, whether disclosed orally, in writing, or electronically, including organizational plans, financial information, member lists, drafts of formation documents, capitalization arrangements, and any information marked or reasonably understood to be confidential.

Obligations: The receiving party will (a) use Confidential Information solely for the performance of this Agreement, (b) restrict disclosure to employees, agents or professional advisors who need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) exercise at least the same degree of care to protect such Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available through no breach of this Agreement, (ii) is rightfully received from a third party without restriction, (iii) is independently developed without use of the other party's Confidential Information, or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates to seek protective measures.

Representations; Indemnification

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. The Organizer represents that its services will be performed in a professional manner consistent with industry standards.

Indemnification: Each party shall indemnify and hold harmless the other party from and against any liabilities, damages, costs or expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall first attempt to resolve any dispute through good-faith negotiation. If the parties cannot resolve a dispute within 30 days, either party may pursue remedies in a court of competent jurisdiction located in the chosen State.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings and proposals. Any amendment to this Agreement must be in writing and signed by both parties.

Miscellaneous

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the other party at the address set forth above or to such other address as either party may designate in writing.

Severability: If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect.

Sign Now