Business Starter Kit

BUSINESS STARTER KIT AGREEMENT

This Business Starter Kit Agreement (Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to establish a new business and obtain specified formation, compliance, and initial operational documentation and consulting services to permit Client to commence operations; and

WHEREAS, Service Provider has the experience and capacity to deliver a Business Starter Kit consisting of entity formation assistance, basic governance documents, initial filings, and launch advisory services in accordance with the Scope of Work described below; and

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows:

SCOPE OF WORK

Included specific deliverables (checked items to be provided as part of the Starter Kit):

PAYMENT TERMS

Total Fee: . Client shall pay the total fee in accordance with the schedule below.

Deposit (due on execution): (representing ). Balance due upon delivery of initial formation documents or within days of invoice.

Invoices for fees and reimbursable expenses shall be rendered by Service Provider and are payable within days. Unpaid amounts shall accrue interest at a rate of per month (or the maximum permitted by applicable law) commencing after the due date. Client is responsible for any out-of-pocket filing fees and third-party costs unless included in the Total Fee.

TERM AND TERMINATION

Term Start Date: . Term End Date (if applicable): .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for cause is permitted if a party materially breaches any obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Upon termination, Service Provider shall deliver completed work and Client shall pay for services performed and non-cancelable expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party, without the other party's prior written consent, any non-public information disclosed by the other party in connection with this Agreement, including business plans, proprietary processes, financial information, and client lists (Confidential Information). Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider assigns to Client, upon full payment of fees due hereunder, all right, title and interest in and to deliverables that are custom-created for Client under this Agreement. Service Provider retains ownership of its pre-existing tools, templates, methodologies, and intellectual property used in providing the services. Client is granted a non-exclusive, perpetual license to any such pre-existing materials to the extent incorporated into the deliverables.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS SET FORTH IN THIS SECTION, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under or in connection with this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as either party may designate by written notice.

ADDITIONAL TERMS

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