Business Setup Template

BUSINESS SETUP AGREEMENT

This Business Setup Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider: with principal address , and Client Name: with principal address .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing business formation, registration, documentation, and advisory services and has the skill and personnel necessary to perform such services for the Client; and

WHEREAS, Client desires to engage Service Provider to assist with establishment and initial setup of Client's business entity, including but not limited to entity selection, preparation of formation documents, initial organizational agreements, and guidance on licensing, tax identification, and banking; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. BUSINESS INFORMATION

LLC    Corporation    Sole Proprietorship    Partnership    Other:

2. SCOPE OF WORK

Service Provider shall perform the services set forth below (the Services). Services shall include reasonable professional efforts and coordination with third parties as necessary to accomplish the deliverables described in this Section. Specific tasks and deliverables are set forth by mutual agreement and may be modified by written amendment signed by both parties.

3. PAYMENT TERMS

As consideration for the Services, Client shall pay Service Provider the fees and expenses set forth below. All amounts are payable in U.S. dollars and exclusive of applicable taxes unless otherwise specified.

Payments not received within days after invoice due date shall accrue interest at the lesser of (a) per month or (b) the maximum rate permitted by law. In addition, Service Provider may suspend Services after providing days' written notice if payment remains delinquent.

4. EXPENSES

Client shall reimburse Service Provider for reasonable, documented out-of-pocket expenses incurred in connection with the performance of the Services, including filing fees, courier charges, and third-party vendor fees, subject to the expense approval procedure set forth herein.

5. TERM AND TERMINATION

The Agreement shall commence on Start Date: and shall continue until Completion Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon delivering written notice to the other party at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure within days after receipt of written notice specifying the breach.

6. CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that, given the nature of the information, a reasonable person would understand to be confidential. Each receiving party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those of its employees, agents, and advisors who have a strict need to know and who are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information does not include information that is (i) in the public domain other than through a breach by the receiving party; (ii) already known to the receiving party at the time of disclosure as evidenced by written records; (iii) rightfully received from a third party without restriction; or (iv) independently developed without the use of the disclosing party's Confidential Information.

7. REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY

Each party represents and warrants that it has authority to enter into this Agreement and to perform its obligations hereunder. 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 PROVIDES THE SERVICES "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8. INDEPENDENT CONTRACTOR; TAXES

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties. Each party is responsible for all taxes, insurance, and statutory withholdings applicable to its employees or contractors.

9. GOVERNING LAW; 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 shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If unresolved within 30 days, the dispute may be submitted to binding arbitration in the county of the Service Provider's principal place of business, unless the parties agree otherwise in writing.

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No modification or amendment shall be effective unless in writing and signed by authorized representatives of both parties.

11. MISCELLANEOUS PROVISIONS

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a sale of substantially all of its assets or a merger.

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