Business Replacement Paperwork

BUSINESS REPLACEMENT PAPERWORK

Parties and Identifying Information

Business Name:    Registration / ID Number:

Certificate of Incorporation / Formation
Stock Certificate(s)
Operating Agreement / Bylaws
Business License / Permit
Other:

WHEREAS

WHEREAS, Applicant is the lawful owner or an authorized representative of the Business named above and requests replacement of identified original business document(s) that are lost, destroyed, mutilated, or otherwise unavailable; and

WHEREAS, Issuer is the entity authorized under the Business's governing instruments or applicable administrative authority to issue or reissue such document(s) upon compliance with the conditions set forth herein; and

WHEREAS, the parties desire to set forth the scope, conditions, fees, and obligations associated with the issuance of replacement document(s).

Scope of Work

Issuer shall, subject to verification of identity and receipt of required affidavits and fees, prepare and deliver replacement document(s) described above. Services include reviewing submitted proofs, preparing replacement instruments in accordance with corporate records, and recording or endorsing replacement documents where required by internal policy.

Payment Terms

Applicant shall pay Issuer the fees specified below as consideration for processing and issuing replacement document(s). All fees are non-refundable except as required by law.

If payment is not received in accordance with the payment schedule, Issuer may suspend processing of replacement document(s) until all amounts due are paid in full. Applicant shall also reimburse Issuer for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement commences on the Effective Date and remains in effect until the earlier of completion of the services described in the Scope of Work or termination in accordance with this section.

Effective Date:    Expected Completion Date:

Either party may terminate this Agreement for any material breach by providing written notice. Non-breaching party shall have thirty (30) days to cure any breach following receipt of notice, unless the breach is incapable of cure.

Confidentiality

Each party shall maintain in confidence all non-public information received from the other party in connection with this Agreement and shall not disclose such information except as necessary to perform under this Agreement or as required by law. Confidential information shall not include information that is publicly known at the time of disclosure or that becomes publicly known without breach of this Agreement.

The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Certification, Indemnity and Representations

Applicant certifies under penalty of perjury that the information provided in this form is true and correct to the best of Applicant's knowledge. Applicant represents that it is authorized to request replacement of the identified document(s).

Applicant agrees to indemnify, defend and hold harmless Issuer and its officers, agents, and employees from and against any liabilities, claims, losses, costs, or damages (including reasonable attorneys' fees) arising out of issuance of replacement document(s), except to the extent such liabilities result from Issuer's gross negligence or willful misconduct.

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 law principles. Venue for any dispute arising hereunder shall be in courts of competent jurisdiction located in that state.

Entire Agreement

This Agreement, including any attachments, exhibits, and accepted fee schedules, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. Any modification must be in writing and executed by authorized representatives of both parties.

Attachments and Supporting Materials

Applicant affirms that all required supporting documents have been submitted and acknowledges that additional documentation may be requested prior to issuance of replacement document(s).

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