Business Setup File

BUSINESS SETUP FILE

Client Name:    Service Provider:

RECITALS

WHEREAS, Client desires to organize, register, and otherwise complete the foundational administrative and compliance tasks necessary to form or maintain a commercial business enterprise (the "Business Setup Services"); and

WHEREAS, Service Provider possesses the professional expertise and resources to perform the Business Setup Services, including but not limited to entity formation filings, registration for tax identification, and preparation of initial organizational documents; and

WHEREAS, the parties wish to set forth the terms and conditions governing the provision of such services as of the Effective Date: Effective Date:

COMPANY INFORMATION

Limited Liability Company (LLC)   Corporation   Partnership   Sole Proprietorship   Other:

SCOPE OF WORK

Service Provider shall perform the Business Setup Services described below. The following scope is illustrative and may be modified by written agreement of the parties.

DELIVERABLES AND TIMELINE

Estimated completion of initial formation and filing tasks:

PAYMENT TERMS

Total Fee: $    Payment Schedule:

Late Payment: A late fee of per month shall accrue on any unpaid amount thirty (30) days past due, calculated monthly and compounded in accordance with applicable law.

Accepted Payment Methods: ACH/Bank Transfer Check Credit Card Other

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

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. Termination for cause shall be permitted if a material breach is not cured within thirty (30) days after written notice describing the breach.

CONFIDENTIALITY

Each party acknowledges that during the performance of services 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 a reasonable person would understand 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 available to the public other than through a breach of this Agreement; (b) was rightfully known by the recipient prior to disclosure; (c) is independently developed by the recipient without use of the discloser's Confidential Information; or (d) is rightfully obtained from a third party.

The recipient shall (i) use Confidential Information solely to perform obligations under this Agreement, (ii) restrict disclosure to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those set forth herein, and (iii) exercise at least the same degree of care to avoid disclosure as it uses with its own Confidential Information, but in no event less than reasonable care.

LIMITATION OF LIABILITY; INDEMNIFICATION

EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Client agrees to indemnify and hold harmless Service Provider from and against claims, liabilities, losses, and expenses arising from Client's use of the delivered materials or Client's breach of its representations and warranties.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If unresolved, the parties agree that any action shall be brought exclusively in the state or federal courts located within the same state.

MISCELLANEOUS

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations, whether written or oral.

Amendments: Any amendment or modification of this Agreement must be in writing signed by both parties.

Independent Contractor: Service Provider is an independent contractor and not an employee, partner, or agent of Client. Service Provider is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort.

REQUIRED DOCUMENTS CHECKLIST

Employer Identification Number (EIN) application
Operating Agreement / Bylaws
Articles of Organization / Incorporation
Local Business License / Permits
Other Documents

REPRESENTATIONS

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that execution and delivery of this Agreement and performance of its obligations will not violate any other agreement or legal obligation.

Sign Now