Business Structure Document

BUSINESS STRUCTURE DOCUMENT

This Business Structure Document (the "Agreement") is entered into effective as of between the parties identified below.

RECITALS

WHEREAS, Party A intends to form or restructure a business to conduct commercial activities as set forth herein, and Party B intends to contribute capital, services, or other resources in furtherance of that business; and

WHEREAS, the parties desire to establish the governing structure, ownership percentages, roles, and payment terms for the business and to reduce those terms to writing in a binding agreement; and

WHEREAS, the parties agree that the terms set forth in this Agreement shall control the internal and external governance, capital contributions, profit allocation and management responsibilities of the business.

PARTIES

BUSINESS TYPE

Select the business entity form that will govern the venture (select applicable):

SCOPE OF WORK

The parties agree that the business will engage in the following activities, responsibilities, and deliverables. The description below shall control the operational scope and may be amended only as provided in this Agreement.

CAPITAL CONTRIBUTIONS AND OWNERSHIP

Party A will contribute capital and/or services as set forth below. Party B will contribute capital and/or services as set forth below. Contributions shall be recorded and used for the business's operations.

Ownership interests shall be allocated as follows: Party A: and Party B: .

MANAGEMENT AND DECISION MAKING

Management authority shall be vested in the managing members or directors in proportion to ownership unless otherwise agreed in writing. Major decisions, including those listed below, require unanimous written consent of the parties:

• Admission of new owners or transfer of ownership;
• Incurring debt in excess of the agreed operating threshold;
• Sale, merger, or dissolution of the business;
• Amendment of the organizational documents or this Agreement.

PAYMENT TERMS

The parties agree to the following payment arrangement for distributions, management fees, and other compensation owed between the parties:

Late payments shall bear interest at the rate of per month on the outstanding balance, compounded monthly, until paid in full. In addition to interest, the non-paying party shall be responsible for collection costs and reasonable attorneys' fees.

Accepted payment methods (select all that apply):

TERM AND TERMINATION

This Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. In addition, either party may terminate immediately for material breach if such breach remains uncured for a period of thirty (30) days following written notice of the breach. Termination shall not relieve a party of obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

Each party shall keep confidential and shall not disclose or use for any purpose other than performance under this Agreement any Confidential Information of the other party. "Confidential Information" includes non-public business information, trade secrets, financial data, customer lists, pricing, and technical information disclosed directly or indirectly. Confidential obligations shall not apply to information that (a) was in the receiving party's possession without restriction prior to receipt from the disclosing party; (b) is or becomes publicly available other than by breach of this Agreement; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except for trade secrets which shall remain confidential for as long as they qualify as trade secrets under applicable law.

INDEMNIFICATION

Each party (the "Indemnitor") agrees to indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any third-party claim resulting from the Indemnitor's negligence, willful misconduct, breach of this Agreement, or misrepresentation. The Indemnitee shall provide prompt written notice of any claim to the Indemnitor and cooperate reasonably in the defense; failure to provide prompt notice shall not relieve the Indemnitor of its obligation except to the extent prejudiced thereby.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any modification to this Agreement must be in writing and signed by the parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that each has had the opportunity to consult legal counsel and that any rule requiring construction against the drafter shall not apply.

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