Business Services CPSE Forms

BUSINESS SERVICES CPSE FORMS

This Business Services Agreement (the "Agreement") is entered into by and between Service Provider Name: and Client Name: . Effective Date: .

WHEREAS

WHEREAS, Service Provider is in the business of preparing, reviewing and filing business-related CPSE (Corporate/Company/Professional Service Entity) forms and related documentation, and possesses the experience and resources necessary to perform such services; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider agrees to provide such services in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Scope of Work

Service Provider will prepare, complete, and deliver CPSE forms and related paperwork as requested by Client, which may include but is not limited to formation documents, registration filings, annual reports, amendments, officer/agent updates, and other corporate compliance filings. Service Provider shall perform services in a professional and workmanlike manner consistent with industry standards.

2. Deliverables and Schedule

Deliverables will include completed forms, filings ready for submission, and electronic copies of all documents prepared. Expected start date: . Estimated completion or milestone dates will be set in writing and may be revised by mutual agreement.

3. Payment Terms

As consideration for the services provided under this Agreement, Client will pay Service Provider as set forth below. Fees do not include governmental filing fees, third-party vendor fees, or taxes unless expressly stated.

Late Payment: Any payment not received within days after the due date will bear a late fee equal to the lesser of per month or the maximum allowed by applicable law. Client is responsible for all collection costs, including reasonable attorney fees, incurred by Service Provider in collecting overdue amounts.

4. Term and Termination

Term: This Agreement commences on the Effective Date and continues until the earlier of the completion of the services described herein or the End Date: , unless earlier terminated in accordance with this section.

Termination: Either party may terminate this Agreement for convenience upon written notice delivered days in advance. Either party may terminate immediately for material breach by the other party that remains uncured for a period of 15 days after written notice of breach. Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination.

5. Confidentiality

Each party acknowledges that in the performance of this Agreement it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial and operational information disclosed in any form. The receiving party will (a) maintain the confidentiality of such information, (b) not disclose such information to any third party except as expressly permitted in writing, and (c) use such information only for the purposes of performing obligations under this Agreement.

Confidentiality Period: The obligations under this section shall continue for years following termination or expiration of this Agreement. Exceptions: information that is or becomes publicly available without breach, independently developed by the receiving party, or lawfully obtained from a third party not under confidentiality obligation.

6. Compliance; Representations

Service Provider represents that it will perform services in compliance with applicable laws and regulations governing the preparation and filing of CPSE forms. Client represents that it will provide accurate and complete information and cooperate with Service Provider, including timely execution of documents and payment of any governmental filing fees.

7. Limitation of Liability and Indemnification

Except for willful misconduct or gross negligence, neither party shall be liable for incidental, consequential, special or punitive damages. Client shall indemnify and hold Service Provider harmless from claims, liabilities or losses arising out of Client-provided misinformation, failure to timely provide required materials, or use of the delivered documents in a manner not contemplated by this Agreement.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in such state for any disputes arising out of this Agreement.

9. Entire Agreement

This Agreement, including all schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment to this Agreement must be made in writing and signed by authorized representatives of both parties.

The parties have executed this Agreement by their duly authorized representatives as of the dates set forth below.

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