Business Setup Form

BUSINESS SETUP FORM

Parties and Effective Date

This Business Setup Agreement (the Agreement) is made effective as of Effective Date:

Client Client Legal Name:

Service Provider Provider Legal Name:

Recitals

WHEREAS, Client Name: desires to establish or reorganize certain business operations, obtain required registrations, and implement operational processes necessary for lawful commercial activity;

WHEREAS, Provider Name: represents that it has the skill, experience, and personnel necessary to perform business setup services described herein;

WHEREAS, the parties wish to set forth the terms under which Provider will perform setup services and Client will compensate Provider.

Business Details

Scope of Work

Provider shall perform the business setup services described below. The description sets minimum deliverables; any additional tasks must be agreed in writing.

Payment Terms

Client agrees to pay Provider the fees set forth below for performance of the Scope of Work. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Late Payment: Late payments shall incur interest at Late Fee Rate: per month, compounded monthly, following a grace period of days after invoice due date.

Term and Termination

Term Commencement Date: . Agreement End Date (if any): .

Either party may terminate this Agreement upon written notice to the other party. If terminating without cause, the terminating party shall provide Notice Period (days): days. Provider may immediately terminate for nonpayment, material breach, insolvency, or if continued performance would violate law.

Confidentiality

Definition: "Confidential Information" means non-public business, financial, technical, and operational information disclosed by one party to the other. Confidential Information does not include information that is (a) publicly known through no breach by the receiving party, (b) rightfully received from a third party without breach, or (c) independently developed by the receiving party.

Obligations: The receiving party shall (i) use Confidential Information solely to perform obligations under this Agreement, (ii) restrict disclosure to employees, agents, or contractors who need access and are bound by confidentiality obligations, and (iii) exercise reasonable care to prevent unauthorized disclosure. Confidentiality obligations shall survive termination for a period of Confidentiality Duration (years): years, except that trade secrets shall be protected for as long as they remain trade secrets.

Liability, Insurance, and Taxes

Each party's liability for direct damages shall be limited to direct actual damages and shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for incidental, special, consequential or punitive damages except for willful misconduct or gross negligence.

Governing Law and Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to choice-of-law principles.

Dispute Resolution: The parties shall first attempt to resolve disputes through good-faith negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration in the county of the governing law unless the parties agree otherwise in writing.

Entire Agreement and Miscellaneous

Entire Agreement: This Agreement, including any exhibits and documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior oral or written agreements. Any modification must be in a written instrument signed by both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets.

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