City Update Form

CITY UPDATE FORM

This City Update Agreement and Notice (the Agreement) is made and entered into by the parties identified below for the purpose of updating official city and contact information, and for any ancillary actions reasonably necessary to effect the update.

Parties

Recitals

WHEREAS, Client currently maintains business operations or registration in the city identified in the current municipal records and requires updates to reflect a change of city, contact information, or official address; and

WHEREAS, Service Provider is authorized and has the expertise to prepare, submit, and manage municipal update requests and related filings on behalf of Client in accordance with applicable municipal rules and administrative requirements; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality, and governing law relating to the city update services to be provided.

Update Details

Current City:    New City:

Effective Date of Change:    Reason for Update:

Scope of Work

Service Provider shall perform the following services to effect the city update and any directly related municipal filings, notifications, or administrative actions. Services shall include, at minimum, those tasks described below and any additional tasks agreed in writing by the parties.

Payment Terms

Total Fee:

Payment Due Within (days):    Late Fee:

The Client agrees to reimburse Service Provider for reasonable and documented out-of-pocket expenses incurred in connection with the update, including filing fees and courier charges, unless otherwise agreed in writing.

Term and Termination

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the intended termination date. Termination shall not relieve Client of payment obligations for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

The parties acknowledge that in the course of performing the Scope of Work each may receive or have access to Confidential Information of the other. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to (i) use Confidential Information only for the purposes of performing this Agreement, (ii) restrict disclosure to those of its employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement, and (iii) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, already known to the receiving party without confidentiality obligations, or rightfully obtained from a third party without confidentiality obligations.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its choice-of-law rules. The parties agree to attempt negotiation in good faith prior to initiating any formal dispute resolution.

Representations; Indemnity

Each party represents that it has full power and authority to enter into this Agreement. Client agrees to indemnify and hold harmless Service Provider from claims, liabilities, losses, or expenses arising from inaccurate or incomplete information provided by Client or from Client's failure to obtain required authorizations, except to the extent caused by Service Provider's gross negligence or willful misconduct.

Entire Agreement

This Agreement, including any attachments and written amendments executed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or understandings, whether written or oral. No modification is effective unless in writing and signed by both parties.

Acknowledgment and Authorization

Client hereby authorizes Service Provider to prepare and submit municipal notifications and to act as Client's agent for the limited purpose of effecting the updates described in the Scope of Work. Client certifies that the information provided on this form is true and accurate to the best of Client's knowledge.

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