Business Start-up Questions

BUSINESS START-UP QUESTIONNAIRE AND SERVICE AGREEMENT

This Agreement is entered into by and between Client Name: and Service Provider Name: (each a "Party" and together the "Parties") as of Effective Date: .

WHEREAS

WHEREAS, Client intends to form, organize, or develop a new business enterprise and requires consultative, administrative, and implementation services in connection with start-up activities; and

WHEREAS, Provider represents that it has the professional qualifications and experience to provide start-up planning, organizational structuring, and related services and is willing to provide such services to Client on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. BUSINESS START-UP QUESTIONNAIRE

A. Company Information

B. Entity Structure & Ownership

Entity Type (select all that apply):

Primary Owners / Members (list up to three):

C. Regulatory, Tax & Licenses

D. OPERATIONS, PRODUCTS & SERVICES

E. INTELLECTUAL PROPERTY & BRAND

Mark the intellectual property items you presently own or anticipate filing:

F. BANKING, PAYMENT PROCESSING & INSURANCE

2. SCOPE OF WORK

Provider will perform the services necessary to assist Client with the formation and initial operations of the business as set forth in the scope below. Provider's obligations shall include advisory, document preparation, organizational filings, planning, and coordination with third-party vendors as required.

3. PAYMENT TERMS

Client agrees to pay Provider the fees set forth below in consideration of the Scope of Work. Fees payable under this Agreement are exclusive of applicable taxes and third‑party filing fees unless otherwise stated.

All undisputed invoices not paid within the invoiced term may accrue interest at the rate specified above and Client shall reimburse Provider for costs of collection, including reasonable attorneys' fees.

4. TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon written notice provided at least days prior to the effective termination date. Provider may terminate immediately for nonpayment or material breach by Client following five (5) days' written notice if the breach is not cured.

5. CONFIDENTIALITY

Each Party shall treat as confidential and shall not disclose to third parties any non-public, proprietary, or business information disclosed by the other Party in connection with this Agreement (the "Confidential Information"), except as required by law or as necessary to perform the services. Confidential Information does not include information that is or becomes publicly known through no wrongful act of the receiving Party, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing Party's Confidential Information.

Upon termination or at the request of the disclosing Party, the receiving Party shall return or destroy all tangible materials containing Confidential Information and provide written certification of such return or destruction where requested.

6. REPRESENTATIONS, WARRANTIES & LIMITATION

Each Party represents that it has full authority to enter into this Agreement. Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL PROVIDER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

8. ENTIRE AGREEMENT

This Agreement, including any attachments or written statements of work signed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. Any modification must be in writing and signed by both Parties.

9. ADDITIONAL INFORMATION & TIMELINE

The Parties certify that the information provided in this questionnaire is true and accurate to the best of their knowledge and that they have the authority to enter into this Agreement.

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