Business Start Package

BUSINESS START PACKAGE

Parties and Contact Information

Recitals

WHEREAS, Client seeks professional services and administrative assistance necessary to form and commence operations of a new business enterprise, including but not limited to entity formation, operating agreement preparation, registration, and initial administrative setup (the "Business Start Services");

WHEREAS, Service Provider possesses the experience, personnel, and capacity to perform Business Start Services and has agreed to provide such services to Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire this Agreement to govern the engagement effective as of (the "Effective Date").

Scope of Work

Service Provider shall perform the Business Start Services described below. The parties acknowledge that specific tasks, deliverables, and timelines may be modified by mutual written agreement.

Payment Terms

Client shall compensate Service Provider as follows. All fees are in U.S. dollars unless otherwise indicated.

Late payments shall accrue interest at the lesser of percent per month or the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated pursuant to this section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Termination for cause may be effected immediately upon written notice if the non‑terminating party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice describing the breach.

Upon termination, Client shall pay for all Services performed and reimbursable expenses incurred through the effective date of termination. Service Provider shall deliver to Client all work product for which Client has paid.

Confidentiality

Each party (the "Receiving Party") shall maintain in confidence all nonpublic information disclosed by the other party (the "Disclosing Party") that is marked confidential or that by its nature is confidential (the "Confidential Information"). The Receiving Party will not use Confidential Information except to perform under this Agreement and will not disclose Confidential Information to any third party except to those employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than by disclosure in breach of this Agreement, (b) was known to the Receiving Party prior to disclosure by the Disclosing Party, or (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information. Upon termination, the Receiving Party shall promptly return or destroy Confidential Information and certify such destruction upon request.

The parties acknowledge that monetary damages may be insufficient to remedy any breach of confidentiality, and the Disclosing Party shall be entitled to injunctive relief in addition to any other remedies available at law or in equity.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

Representations, Independent Contractor, and Insurance

Each party represents that it has the authority to enter into this Agreement. Service Provider is an independent contractor and not an employee of Client. Service Provider shall maintain general liability and, where applicable, professional liability insurance in commercially reasonable amounts and shall provide certificates upon request.

Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both parties.

Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the extent consistent with the parties' intent.

Execution

The parties have executed this Business Start Package Agreement as of the dates set forth below.

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