Business Setup Agreement

BUSINESS SETUP AGREEMENT

This Business Setup Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal address at and Service Provider Name: with principal address at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Client seeks to engage Provider to perform business setup, formation, registration, and initial operations planning services to enable Client to commence lawful business operations; and

WHEREAS, Provider represents that it possesses the experience, personnel, and qualifications necessary to provide the services described in this Agreement and is willing to provide such services to Client on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

SCOPE OF WORK

Services shall include, without limitation, entity selection and formation, registration with appropriate authorities, drafting of initial governance documents, obtaining required permits and registrations, basic tax registrations, initial banking and accounting setup guidance, and training of Client personnel on initial operational procedures. Specific deliverables, acceptance criteria, and milestone dates shall be as set forth in the Description of Services above.

PAYMENT TERMS

Total Fee: $ . Client shall pay Provider in accordance with the following schedule.

Deposit required at execution: $ due upon signing. Remaining amounts due as set out in the Payment Schedule. Payments not received within days of invoice due date shall accrue a late fee equal to per month on the outstanding balance, compounded monthly, and Provider may suspend services until all overdue amounts are paid.

All fees are exclusive of reasonable out-of-pocket expenses incurred by Provider in the performance of services (including filing fees, courier charges, and similar third-party costs). Such expenses will be billed to Client and are payable within the same period as fees unless otherwise agreed in writing.

TERM AND TERMINATION

Commencement Date: . Anticipated Completion Date: .

This Agreement shall remain in effect from the Commencement Date until the Completion Date, unless earlier terminated as provided below.

Either Party may terminate this Agreement for convenience upon written notice delivered to the other Party at least days prior to the effective date of termination. Either Party may terminate for cause upon material breach by the other Party if such breach remains uncured for a period of 15 days following written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination and for reasonable wind-down costs attributable to orderly cessation of services. Provider shall deliver to Client all work product for which Client has paid in full and shall invoice Client for unpaid deliverables subject to the terms herein.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one Party to the other in connection with this Agreement, whether in oral, written or electronic form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of this Agreement by the receiving Party; (b) was known to the receiving Party prior to receipt from the disclosing Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

The receiving Party shall (i) hold Confidential Information in strict confidence; (ii) use it solely to perform its obligations or exercise rights under this Agreement; and (iii) restrict disclosure to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations no less protective than those herein. The obligations of confidentiality shall survive termination 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.

OWNERSHIP OF DELIVERABLES

Subject to Client's payment of all undisputed fees and expenses due hereunder, Provider assigns to Client all right, title and interest in and to the deliverables created specifically for Client under this Agreement. Provider retains ownership of its pre-existing materials, templates, methodologies, tools, software, and general know-how, and grants Client a perpetual, nonexclusive license to any such materials incorporated into deliverables solely to the extent necessary for Client's use of the deliverables.

INDEPENDENT CONTRACTOR; COMPLIANCE

Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, agency, or fiduciary relationship between the Parties. Each Party shall comply with all applicable laws and regulations in performing its obligations hereunder, including tax withholding and reporting obligations applicable to its status.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from fraud, willful misconduct, or a breach of the confidentiality provisions, neither Party shall be liable to the other for indirect, consequential, special, punitive or exemplary damages, including lost profits, arising out of or related to this Agreement. Each Party shall indemnify, defend and hold harmless the other Party from claims, liabilities and expenses arising from its own negligence or willful misconduct in performing this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties agree that any dispute arising under or related to this Agreement shall be resolved by binding arbitration in the county where Client's principal place of business is located, unless the Parties mutually agree otherwise in writing.

MISCELLANEOUS

Entire Agreement: This Agreement, including any attachments and the Description of Services, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment shall be effective unless in writing and signed by both Parties.

Assignment: Neither Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party, except that Provider may assign this Agreement in connection with a sale of substantially all of its business or assets provided that the assignee assumes Provider's obligations hereunder.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the Parties' intent.

NOTICES

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