Business Packaged Documents

BUSINESS PACKAGED DOCUMENTS

Parties

This Business Packaged Documents Agreement (the Agreement) is entered into as of Effective Date: by and between the Client and the Service Provider identified above.

WHEREAS

WHEREAS, Client desires that Provider prepare, assemble and deliver a defined package of business documents reasonably necessary for Client's business operations, corporate formation, compliance, or transaction needs; and

WHEREAS, Provider represents that it has the experience and capability to prepare and deliver such business packaged documents in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, deliverables, payment terms and other terms governing the preparation and delivery of the packaged documents.

Scope of Work

Provider shall prepare and deliver the document package described below (the Document Package). The Document Package shall include the specific documents selected by Client from the list and any additional items mutually agreed in writing.

Payment Terms

Client shall pay Provider a total fee of USD for the Document Package, exclusive of applicable taxes.

Invoices are due within days of invoice date. Overdue amounts shall accrue interest at or the maximum rate permitted by law, whichever is less. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in enforcing payment.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: or until final delivery and acceptance of the Document Package.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

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

Confidentiality

Each party (the Receiving Party) shall keep confidential and shall not disclose to any third party Confidential Information of the other party (the Disclosing Party) disclosed in connection with this Agreement. "Confidential Information" means non-public business, technical, financial, client or other information designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall protect it with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that is (a) publicly available without breach of this Agreement, (b) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (c) rightfully obtained from a third party without restriction and without breach of an obligation of confidentiality.

The obligations of confidentiality shall remain in effect for a period of years following termination or expiration of this Agreement. Nothing in this Agreement limits either party from seeking equitable relief for actual or threatened breaches of confidentiality.

Representations; Acceptance; Delivery

Provider represents that it will perform services in a professional and workmanlike manner consistent with industry standards. Provider will deliver draft documents and final documents by the delivery dates set forth in the payment schedule or as otherwise agreed in writing. Client shall review delivered documents and provide acceptance or reasonably specific revision requests within days of delivery.

Indemnification & Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against any claims, liabilities, damages and reasonable costs (including attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct. Provider's total liability for any claim arising under or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim, except for liability arising from willful misconduct or breach of confidentiality.

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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for the resolution of disputes.

Entire Agreement; Amendments

This Agreement, including any schedules, exhibits or written statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, negotiations and other communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by both parties.

Miscellaneous

Notices shall be in writing and delivered to the addresses set forth above, or to such other address as a party may designate in writing. If any provision of this Agreement is found to be invalid or unenforceable, the remainder shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employer-employee, partnership or joint venture relationship.

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