Business Setup Forms

GENERAL BUSINESS SETUP AGREEMENT

This General Business Setup Agreement (this Agreement) is made effective as of by and between Client Name: , Client Address: (hereinafter "Client"), and Service Provider Name: , Provider Address: (hereinafter "Provider").

RECITALS

WHEREAS, Client desires to engage Provider to perform business formation, corporate setup, registration, and related advisory services in connection with Client's proposed business enterprise; and

WHEREAS, Provider represents that it possesses the experience, expertise, personnel and resources necessary to provide such services and is willing to provide services to Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions governing Provider's performance and Client's obligations.

SCOPE OF WORK

PAYMENT TERMS

All fees are exclusive of taxes and reimbursable third-party expenses unless otherwise specified. Provider shall submit invoices in accordance with the payment schedule; Client shall pay invoices within the timeframe set forth in the payment schedule. Fees for any additional services requested by Client will be billed at Provider's then-current rates and require prior written authorization.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for cause if the other party materially breaches any provision and fails to cure within the notice period specified above. Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Sections entitled Confidentiality, Indemnification, Governing Law and Payment Terms shall survive termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Confidential Information excludes information that: (a) is or becomes publicly available without breach; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law (with prior notice to the disclosing party where permitted).

Receiving party shall: (i) hold Confidential Information in strict confidence; (ii) use it solely to perform under this Agreement; and (iii) limit access to those employees, contractors and agents who need access and are bound by confidentiality obligations. The obligations herein shall remain in force for years following termination or expiration of this Agreement.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Except as expressly provided herein, Provider retains all right, title and interest in methodologies, templates and pre-existing materials. Client shall own deliverables specifically created for Client under this Agreement upon full payment of all fees due. To the extent any provider intellectual property is included within deliverables, Provider grants Client a nonexclusive, nontransferable license to use such materials for Client's internal business purposes.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct. The indemnified party shall give prompt written notice of any claim and permit the indemnifying party to control defense and settlement, provided that indemnifying party may not settle any claim that imposes obligations on the indemnified party without its consent.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Any dispute arising under this Agreement shall be resolved exclusively in the state or federal courts located within that state, and the parties submit to the personal jurisdiction of those courts.

ENTIRE AGREEMENT

This Agreement, together with any schedules and attachments hereto executed by the parties, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the subject matter hereof. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all its business. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions will remain in full force and effect.

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