Business Secretarial Reports

BUSINESS SECRETARIAL REPORTS

Service Provider:    Address:

Client Name:    Client Address:

Recitals

WHEREAS, the Client is duly incorporated or organized and requires periodic secretarial reports and related corporate governance services covering statutory compliance, minute preparation and filings; and

WHEREAS, the Service Provider is engaged in providing company secretarial and corporate compliance services and represents that it has the skill and experience to prepare and deliver Business Secretarial Reports in accordance with applicable statutory requirements; and

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties agree as follows.

Scope of Work

Services shall include, at a minimum, the following (select applicable items and specify details where indicated):

Preparation of minutes for board and shareholder meetings

Maintenance and review of statutory registers

Preparation and submission of statutory filings

Advising on and processing share transfers and issuances

Corporate governance advice and document drafting

Periodic Report Details

Payment Terms

Fee Amount:    Currency:

Late fee:    Recovery of costs:

Term and Termination

Commencement Date:    Termination Date (if any):

Either party may terminate this Agreement for material breach that remains uncured for the specified notice period, or immediately for gross negligence, willful misconduct, fraud, or as otherwise required by applicable law. Termination shall not relieve the Client of obligations to pay fees accrued prior to the effective date of termination.

Confidentiality

The Service Provider shall hold in strict confidence all non-public information furnished by the Client in connection with the services, and shall not disclose such information except (i) as required for performance of the services, (ii) with the Client's prior written consent, or (iii) as required by law, in which case the Service Provider shall provide prompt notice to the Client where lawful to do so. The confidentiality obligations shall survive termination for a period of .

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 competent courts of that jurisdiction for all disputes arising out of or relating to this Agreement.

Entire Agreement

This Agreement, together with any annexes and written work orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Secretary Certification

I hereby certify that the statements contained in this Business Secretarial Report are true and correct to the best of my knowledge and that the actions and filings described were prepared, reviewed and, where applicable, executed in accordance with applicable statutory requirements and the instructions of the Client.

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