Business Secretarial File

BUSINESS SECRETARIAL FILE

This Business Secretarial File (the "Agreement") is made as of between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client is a business entity duly organized and existing under the laws of and requires ongoing secretarial and statutory compliance services to maintain corporate records and filings in accordance with applicable law;

WHEREAS, Service Provider has the expertise and personnel necessary to prepare, maintain and administer corporate secretarial records, to advise on statutory requirements, and to undertake filings on behalf of Client as provided herein;

WHEREAS, the parties desire to set forth the scope, terms and conditions under which Service Provider will provide secretarial services to Client and to establish the contents of the official Business Secretarial File to be maintained by Service Provider.

SCOPE OF WORK

Service Provider shall establish and maintain a Business Secretarial File for Client consisting of statutory registers, minute books, share ledgers, corporate seals (if applicable), executed originals of resolutions and director/ shareholder consents, filings and correspondence required to demonstrate compliance with applicable corporate laws and regulations. Service Provider shall perform the duties checked below and any additional duties described in the Scope Details field.

PAYMENT TERMS

Client shall pay Service Provider for services rendered as follows. Fees are exclusive of applicable taxes unless otherwise specified. Service Provider shall invoice Client in accordance with the schedule below and invoices are due within the stated payment period.

Any overdue amounts shall accrue interest at the rate specified above from the due date until paid. Service Provider may suspend provision of non-critical services if invoices remain unpaid for more than days after the invoice due date, provided Service Provider gives prior written notice.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience by providing the other party with no less than days' prior written notice. Either party may terminate immediately for cause upon material breach of this Agreement if such breach is not cured within days after written notice of the breach.

Upon termination, Service Provider shall deliver to Client the Business Secretarial File and originals of documents held by Service Provider within a commercially reasonable period after final payment of outstanding fees and expenses. Service Provider may retain copies to the extent required by law or for its internal records.

CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any Confidential Information of the other party, except to the extent necessary to perform the obligations under this Agreement or as required by law. "Confidential Information" includes non-public corporate records, shareholder details, financial information, and any information designated in writing as confidential.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

RECORD RETENTION AND ACCESS

Service Provider shall retain physical or electronic copies of corporate records for a period consistent with statutory requirements and the retention schedule below. Client shall have reasonable access to the Business Secretarial File during normal business hours upon prior notice. Specific retention instructions:

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its choice of law principles. The parties submit to the exclusive jurisdiction of the courts in that jurisdiction for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any schedules and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

INDEMNITY AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party against claims arising from its gross negligence, willful misconduct, or breach of this Agreement. In no event shall either party be liable for indirect, incidental, special or consequential damages, and the aggregate liability of Service Provider arising out of this Agreement shall not exceed the fees paid by Client to Service Provider in the twelve (12) months preceding the claim.

CERTIFICATION

Service Provider certifies that, to the best of its knowledge, the Business Secretarial File will be maintained in accordance with applicable statutory requirements and accepted corporate governance practices and that originals or certified copies of statutory filings will be retained as specified herein.

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