Business Starter Form

Business Starter Form

This Business Starter Agreement (the Agreement) is entered into as of Effective Date: between:

Client Name:    Client Business Name:

Service Provider Name:    Provider Business Name:

RECITALS

WHEREAS, Client seeks to engage Provider to perform certain business startup services, including but not limited to business formation planning, operational setup and initial marketing strategy (the Services); and

WHEREAS, Provider represents that it possesses the necessary expertise, personnel and resources to perform the Services described in this Agreement and is willing to perform such Services for Client under the terms set forth herein; and

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

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $    Payment Schedule:

Late Payment: If any undisputed amount is not paid within days after invoice due date, interest shall accrue at or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in collecting overdue amounts.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice delivered at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days of receipt of written notice of the breach. Termination shall not relieve Client of its obligation to pay for Services performed through the effective date of termination and for non-cancellable commitments incurred by Provider.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical and financial information disclosed by one party (the Disclosing Party) to the other (the Receiving Party) in connection with this Agreement, whether disclosed orally, visually or in writing.

Obligations: The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a strict need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information shall not include information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was lawfully known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

Duration: The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain confidential for so long as they qualify as trade secret under applicable law.

REPRESENTATIONS, WARRANTIES AND LIMITATIONS

Each party represents and warrants that it has full power and authority to enter into this Agreement and to carry out its obligations. Provider warrants that Services will be performed in a professional and workmanlike manner. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

Dispute Resolution: The parties shall endeavor to resolve disputes promptly through good faith negotiation. If negotiation fails, the parties agree to submit to binding arbitration before a single arbitrator in the county in which the Provider's principal business is located, subject to any applicable statutory rights for emergency relief in a court of competent jurisdiction.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Amendment: This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral.

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