Corporate Affairs Document

Corporate Affairs Document

Parties

Corporation LLC Partnership Other

Corporation LLC Individual Other

Recitals

WHEREAS, Party A provides corporate affairs, secretarial, compliance and related advisory services, and Party B desires to engage Party A to perform certain corporate affairs services on the terms set forth herein; and

WHEREAS, the parties wish to set out the scope, payment terms, confidentiality obligations and other terms governing the provision of those services;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Corporate Affairs Document (the "Agreement"), the parties agree as follows:

Scope of Work

Party A shall perform the services described above in a timely, professional manner, consistent with applicable law and customary standards for corporate and secretarial practice. Party A shall maintain records of actions taken on behalf of Party B and shall provide periodic reports as agreed.

Payment Terms

Unless otherwise agreed in writing, invoices issued by Party A are payable within days of invoice date. Late payments shall incur interest at the rate of % per month (or the maximum permitted by law), calculated daily and compounded monthly from the due date until paid.

Term and Termination

This Agreement commences on the Start Date: and, unless earlier terminated in accordance with this Agreement, expires on the End Date: .

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to termination. Either party may terminate immediately for material breach if the breach is not cured within 30 days of written notice, or for insolvency of the other party.

Upon termination, Party A shall deliver to Party B any work product and records related to the services, and Party B shall pay Party A for all services performed and reasonable third‑party costs incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all non-public, proprietary, or commercially sensitive information disclosed by the other party (the "Disclosing Party") in connection with this Agreement ("Confidential Information"). The Receiving Party shall not disclose Confidential Information to any third party except to its employees, affiliates or professional advisers on a need-to-know basis and only if such recipients are bound by obligations of confidentiality no less protective than those herein.

Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement, (b) was rightfully in the possession of the Receiving Party prior to disclosure, or (c) is independently developed without use of the Disclosing Party's Confidential Information. The obligations in this clause shall survive termination of this Agreement for a period of .

Notices

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising out of or relating to this Agreement.

Representations and Warranties

Each party represents and warrants that it has the authority to enter into this Agreement, that its execution and performance will not violate any applicable law, and that it will comply with all applicable laws and professional standards in performing its obligations hereunder.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable to the other for any indirect, consequential, special or punitive damages. The total aggregate liability of either party arising out of or related to this Agreement shall not exceed the fees paid or payable by Party B to Party A under this Agreement during the twelve (12) months preceding the claim.

Assignment and Amendment

Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets. Any amendment must be in writing and signed by authorized representatives of both parties.

Entire Agreement

This Agreement, including its schedules and exhibits (if any), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and shall be construed so as to effectuate the parties' intent to the greatest extent permitted by law.

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