Business Ownership Outline

Business Ownership Outline

THIS BUSINESS OWNERSHIP OUTLINE (the Agreement) is entered into as of by and between:

Client Name:    Business Name:

Service Provider Name:

WHEREAS

WHEREAS, Client engages Service Provider to prepare a written statement delineating the ownership structure, percentage interests, and capital contributions of owners or members of the Business Name referenced above, together with ancillary recommendations regarding equity allocation and corporate governance;

WHEREAS, Service Provider has the experience and expertise to prepare such an ownership outline and will furnish the services described in this Agreement in accordance with the terms set forth below;

WHEREAS, the parties desire to reduce to writing the primary ownership allocations, financial contributions, and related terms to guide incorporation of formal ownership documents in the future.

OWNERSHIP SUMMARY

The following lists each proposed owner, the percentage ownership interest, and the capital contribution or valuation basis attributed at the time of this Outline. The parties acknowledge that these allocations are intended to guide the preparation of formal legal documents and may be adjusted only by written amendment signed by all Owners.

Certification: The persons completing this Outline certify that, to the best of their knowledge, the percentage allocations above represent the current intended economic ownership and sum to 100%.

SCOPE OF WORK

Service Provider will prepare a written Ownership Outline setting forth: (a) each Owner's capital account and percentage interest; (b) an attribution of any intellectual property or material assets; (c) recommended governance voting thresholds; and (d) suggested provisions for transfer, buy-sell, and dilution events. Deliverables shall be provided in editable electronic form unless otherwise agreed.

PAYMENT TERMS

Consideration for the services described in this Agreement shall be as set forth below. All payments are non-refundable except as expressly provided.

Late payment shall accrue interest at on any overdue balance, compounded monthly, and Client shall be responsible for all collection costs and reasonable attorneys' fees incurred in enforcing payment.

TERM AND TERMINATION

This Agreement commences on and will continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice. Termination shall not relieve Client of the obligation to pay for services performed and costs incurred through the effective date of termination, including any reasonable wind-down costs.

CONFIDENTIALITY

Each party (the Receiving Party) will keep confidential and will not disclose to any third party any Confidential Information of the Disclosing Party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information excludes information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was lawfully in the Receiving Party's possession prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is rightfully obtained from a third party without restriction.

The Receiving Party shall: (i) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information but not less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) return or destroy Confidential Information upon the Disclosing Party's written request. The parties acknowledge that a breach of this provision may result in irreparable harm for which monetary damages may be inadequate, and the Disclosing Party shall be entitled to seek injunctive relief in addition to other remedies.

GOVERNING LAW

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. Venue for any dispute shall be in the state or federal courts located in that state, and the parties consent to personal jurisdiction therein.

ENTIRE AGREEMENT

This Agreement, including the Ownership Summary and any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by both parties.

The parties acknowledge that this Ownership Outline is intended to record current allocations and guidance and does not itself create or amend equity interests in any legal entity unless and until definitive organizational documents are executed and delivered.

ADDITIONAL PROVISIONS

Execution of this document below by the authorized representatives of the parties evidences their agreement to the terms herein and their intent to rely on this Outline in drafting and executing any definitive ownership or organizational instruments.

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