Business Reinstatement Document

BUSINESS REINSTATEMENT AGREEMENT

Parties

Client Name:

Service Provider Name:

Entity Information

Business Entity Name:

State of Formation:    Entity ID / Charter Number:

Date of Administrative Dissolution:

Corporation    Limited Liability Company (LLC)    Partnership    Sole Proprietorship

Recitals (WHEREAS)

WHEREAS, Client is the duly organized business entity identified above and was administratively dissolved under applicable state law on for failure to comply with statutory filing or tax obligations; and

WHEREAS, Client desires to engage Service Provider to prepare, file and prosecute all necessary documents and to undertake other acts reasonably necessary to obtain reinstatement of the Client's status with the state authority having jurisdiction; and

WHEREAS, Service Provider represents that it has the experience and authority to perform the services described in this Agreement and will act on behalf of Client within the scope authorized herein.

Scope of Work

Service Provider shall perform the following services to the extent required for reinstatement (collectively, the "Services"):

Services expressly include preparation and filing of Articles of Reinstatement or similar instruments, preparation of required state forms, liaison with state agencies, preparation and submission of any required tax clearance requests (if applicable), payment or collection of filing fees and official charges on behalf of Client, and delivery of proof of reinstatement to Client. Services do not include payment of state taxes, penalties or third-party fines unless expressly authorized in writing by Client.

Payment Terms

Total Fee for Services: (exclusive of official filing fees, governmental penalties, taxes, or third-party disbursements).

Retainer Amount (if any): . Retainer shall be applied against fees and disbursements.

Late Payment: Any past-due amounts shall accrue interest at a rate of % per month, or the maximum permitted by law if lesser, and Service Provider may suspend performance until amounts due are paid.

Term and Termination

Agreement Effective Date: . Expected Completion / Term End Date:

Either party may terminate this Agreement for convenience by delivering written notice to the other party at least days prior to termination. Termination for material breach shall be effective upon written notice if the breaching party does not cure the breach within 15 days of receipt of notice.

Upon termination, Client shall pay Service Provider for all Services performed and disbursements incurred through the effective date of termination. Provisions that by their nature survive termination shall so survive.

Confidentiality

Each party shall maintain as confidential all non-public information disclosed by the other party and shall use such information solely for the purposes of performing this Agreement. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party, is already known by the receiving party without restriction, or is rightfully obtained from a third party without breach of confidentiality.

Representations, Indemnity and Limitation of Liability

Client represents and warrants that the information and documents provided to Service Provider are true, complete and accurate and that Client has authority to engage Service Provider for the Services described herein. Client will promptly notify Service Provider of any events that affect such representations.

Client shall indemnify, defend and hold harmless Service Provider and its agents from and against any claims, losses, liabilities, costs or expenses (including reasonable attorneys' fees) arising from Client's failure to disclose material facts, inaccurate information provided by Client, or Client's breach of this Agreement.

Except for willful misconduct or gross negligence, Service Provider's liability for any claim arising under this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Service Provider under this Agreement. In no event shall Service Provider be liable for incidental, consequential, special, or punitive damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state identified as the State of Formation, without regard to its conflict of law principles, except to the extent that mandatory procedural rules of another forum apply.

Entire Agreement

This Agreement, including any exhibits, schedules or written statements of work incorporated herein, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, or delivered by a nationally recognized overnight courier to the addresses provided above or to such other address as either party may specify in writing.

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