Business Setup Partial Setup

Business Setup Partial Setup Agreement

Parties

Recitals

WHEREAS, the Service Provider is engaged in providing business formation and administrative support services; and

WHEREAS, the Client desires to obtain limited, partial setup services as described in this Agreement, and the Service Provider agrees to provide such services pursuant to the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

Scope of Work

The Service Provider shall perform a partial business setup consisting of the tasks described below. This Agreement contemplates limited scope services only; full formation, ongoing compliance, tax filings, or registered agent services are not provided unless expressly stated.

Payment Terms

Client shall pay Service Provider the fees and reimbursements set forth below in consideration for the partial setup services rendered. All fees are exclusive of taxes unless otherwise stated.

All payments due under this Agreement are payable within the time period specified above. If Client fails to timely pay any amount when due, the Service Provider may suspend further performance until payment is received and is entitled to recover collection costs and interest as set forth above.

Term and Termination

This Agreement commences on the Effective Date and continues until the completion of the services described in the Scope of Work, unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience by delivering written notice to the other party at least the number of days specified above. Upon termination, Client shall pay Service Provider for all services performed and unreimbursed expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Recipient") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Discloser") disclosed in connection with this Agreement. "Confidential Information" means nonpublic information that is clearly designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, formation strategies, financial information, and client lists.

The obligations in this Confidentiality section do not apply to information which: (a) is or becomes generally available to the public other than through breach of this Agreement; (b) is independently developed by Recipient without use of the Discloser's Confidential Information; (c) is rightfully obtained by Recipient from a third party without restriction; or (d) is required to be disclosed by law, provided Recipient gives Discloser prompt notice and cooperates with Discloser to seek protective measures.

Representations, Warranties and 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 applicable industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. SERVICE PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state selected below without regard to conflict-of-law principles. The parties shall attempt to resolve disputes in good faith through negotiation. If unresolved, disputes shall be resolved by binding arbitration in the selected state under generally accepted arbitration procedures.

Entire Agreement; Amendments

This Agreement, including any attached exhibits and schedules, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification or waiver of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Notices required under this Agreement must be in writing and delivered to the addresses listed in the Parties section or to such other address as a party may designate by written notice. Notices are effective upon personal delivery, one business day after deposit with a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

Acknowledgment

By signing below, each party acknowledges that it has read and understands this Agreement, that it has the authority to bind the entity for which it signs, and that it accepts the terms and conditions set forth herein.

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