Business Setup Documents

BUSINESS SETUP SERVICES AGREEMENT

This Business Setup Services Agreement ("Agreement") is entered into on between:

Parties

Recitals

WHEREAS, Service Provider has expertise in preparing and filing documents necessary to form and register business entities and to perform related administrative setup tasks; and

WHEREAS, Client desires to engage Service Provider to prepare, assemble and file business formation and setup documents on the terms set forth in this Agreement; and

WHEREAS, Service Provider is willing to provide such services under the terms and conditions contained herein.

Scope of Work

Service Provider will perform the following services on behalf of Client (collectively, the "Services"): formation document preparation and filing, drafting initial corporate documents (such as operating agreement or bylaws), obtaining Employer Identification Number or similar identification numbers where applicable, preparing initial resolutions and membership/stock issuance documents, and providing up to the number of registered agent months specified below. Additional services, including but not limited to ongoing compliance filings, tax registrations, and trademark filings, are not included unless expressly agreed in writing.

Limited Liability Company (LLC)
C Corporation
S Corporation
Partnership
Other:

Payment Terms

Client will pay Service Provider the fees described below for the Services. Fees do not include governmental filing fees, expedited filing fees, or third-party costs unless explicitly stated.

Any past-due amount shall accrue interest at percent per month (or the maximum permitted by law), computed daily from the due date until paid in full. Client is responsible for collection costs and reasonable attorney fees for overdue amounts.

Term and Termination

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

Term Start Date:    Term End Date (if applicable):

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Service Provider may terminate immediately for material nonpayment. Upon termination, Client shall pay for all Services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party acknowledges that in the course of performing this Agreement it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement, and (c) use Confidential Information only to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, independently developed without use of the other party's Confidential Information, or rightfully received from a third party without confidentiality obligations.

Service Provider may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. If disclosure is compelled by law, the receiving party will provide prompt notice to the disclosing party and cooperate to seek protective measures.

Representations; Warranties; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that it will perform Services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE. SERVICE PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX MONTHS PRECEDING THE CLAIM.

Governing Law and 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 out of or relating to this Agreement will be resolved first through good faith negotiations. If unresolved within thirty (30) days, the parties may pursue litigation in the state or federal courts located in the chosen state.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the Services and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Additional Administrative Details

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