Business Setup Document

Business Setup Document

Parties and Identification

Business Name to be formed or configured:

Proposed Effective Date:

Recitals

WHEREAS, Client seeks professional services to form, register, and configure a new business entity and to establish initial operational systems, compliance filings, and related administrative matters; and

WHEREAS, Service Provider represents that it has the skills, experience, and legal authority to perform business formation and setup services and agrees to provide such services to Client under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective obligations, payment terms, confidentiality obligations, and governing law in writing.

Scope of Work

Service Provider will perform the following services (collectively, the "Services"). Client acknowledges that Services are limited to those expressly described below unless otherwise agreed in writing.

Entity Selection

Select proposed entity type (check all applicable selections; Service Provider may advise on suitability but final election is Client's responsibility):

Sole Proprietorship    LLC    Corporation    Partnership    Other:

Payment Terms

Client agrees to compensate Service Provider as follows:

All fees are exclusive of any taxes or governmental charges, which Client shall pay in addition to the fees unless Client provides a valid exemption certificate.

Term and Termination

This Agreement commences on the Effective Date and continues until the completion of the Services or until terminated as provided herein.

Either party may terminate this Agreement for material breach if the breach is not cured within the notice period specified above. Termination does not relieve Client of the obligation to pay fees earned through the effective date of termination and any reasonable wind-up costs.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public, proprietary, or business information disclosed by the other party (the "Disclosing Party") and identified as confidential or which, by its nature, should reasonably be considered confidential ("Confidential Information"). The Receiving Party shall not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement.

Confidential Information does not include information that (a) is or becomes generally known to the public other than by breach of this Agreement, (b) was rightfully known to the Receiving Party prior to disclosure, (c) is received from a third party without breach of an obligation of confidentiality, or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The obligations of confidentiality survive termination of this Agreement for a period of three (3) years.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, non-transferable right to use the deliverables produced under this Agreement for Client's business purposes. Service Provider retains ownership of any pre-existing intellectual property and tools; Client receives no rights to those materials except as expressly set forth herein.

Representations; Indemnity; Limitation of Liability

Each party represents that it has authority to enter this Agreement. Client shall indemnify and hold Service Provider harmless from liabilities arising from Client's misuse of deliverables or Client's failure to provide accurate information. Except for willful misconduct or gross negligence, neither party's aggregate liability shall exceed the total fees paid by Client under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected below, without regard to its conflict of law principles.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and communications. Any amendment or modification shall be in writing and signed by authorized representatives of both parties.

Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice. Notices are effective on receipt.

Signatures

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