Business Replacement Document

BUSINESS REPLACEMENT DOCUMENT

This Business Replacement Document (the "Agreement") is entered into between Client Name: and Provider Name: , as of the Effective Date set forth below.

WHEREAS

WHEREAS, Client requires replacement, correction, reissuance or preparation of certain corporate or business records and related documents (collectively, "Replacement Documents"); and

WHEREAS, Provider represents that it has the expertise, authority and capacity to prepare, file and deliver such Replacement Documents and to take any incidental actions necessary to effectuate replacement; and

WHEREAS, the parties wish to set forth the terms governing Provider's performance, compensation and the respective rights and obligations of the parties.

SCOPE OF WORK

Replacement Document Types (check all that apply):

Articles of Incorporation/Organization Bylaws/Operating Agreement Certificates of Good Standing

Replacement of Contractual Party / Assignment Other:

PAYMENT TERMS

If Client fails to pay any undisputed amount when due, Client will pay interest on the overdue amount at the lesser of (a) % per month or (b) the maximum rate permitted by law, calculated from the due date until paid in full. In addition, Provider may suspend performance until payment is brought current.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date: Month Day Year , and shall continue until completion of the Scope of Work unless earlier terminated in accordance with this section or extended by written agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not fewer than days prior to the effective date of termination. Termination for cause may be effected immediately upon written notice if the non‑breaching party materially breaches any provision of this Agreement and fails to cure such breach within 14 days after receipt of written notice.

Upon termination, Provider shall deliver to Client all completed Replacement Documents and any work in progress for which Client has paid; Client shall pay Provider for all services performed and costs incurred through the effective date of termination, including reasonable termination costs if expressly agreed in writing.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means all non‑public, proprietary or business information, whether written or oral, disclosed in connection with this Agreement. Each recipient shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors or professional advisors who need to know and who are bound by confidentiality obligations at least as stringent as those herein. Confidential Information shall not include information that is (i) or becomes publicly available through no breach by the recipient, (ii) already in recipient's possession without restriction, or (iii) rightfully obtained from a third party without confidentiality obligations. Upon written request, recipient shall return or securely destroy Confidential Information and certify such return or destruction.

REPRESENTATIONS, WARRANTIES AND LIMITATIONS

Each party represents and warrants that it has full power and authority to enter into this Agreement and perform its obligations. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by the state or federal courts located in that state, and the parties submit to the exclusive jurisdiction and venue of those courts.

ENTIRE AGREEMENT

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

AUTHORITY AND CERTIFICATION

Each signatory below certifies that he or she is duly authorized to execute and deliver this Agreement on behalf of the party for which they sign and that the signing party agrees to be bound by the terms and conditions herein.

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