Corporate Services Agreement

CORPORATE SERVICES AGREEMENT

This Corporate Services Agreement (the "Agreement") is made and entered into as of by and between Service Provider: , an entity organized as with principal place of business at (\"Service Provider\"), and Client: , an entity organized as with principal place of business at (\"Client\").

RECITALS

WHEREAS, Service Provider is engaged in the business of providing corporate, administrative, and compliance services, including but not limited to company formation, registered agent services, corporate secretarial support, and related advisory services; and

WHEREAS, Client desires to retain Service Provider to perform the services described herein and Service Provider is willing to provide such services pursuant to the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that this Agreement define the respective rights, obligations and liabilities of the parties with respect to the performance of the Services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the corporate services to be provided by Service Provider as described in Section 2 and in Schedule A (Services Description). 1.2 "Confidential Information" means all non-public information disclosed by either party in connection with this Agreement, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential.

2. SCOPE OF SERVICES

2.1 Service Provider shall perform the corporate services described in the Services Description below and shall provide such personnel, facilities and equipment as are reasonably necessary to perform the Services in a professional and workmanlike manner consistent with applicable industry standards.

2.2 The Services shall include, without limitation, preparation and filing of corporate formation documents, appointment and maintenance of registered agent, preparation of corporate minutes and resolutions, maintenance of statutory books, and assistance with regulatory and compliance filings as agreed in writing by the parties.

3. TERM; TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue for an initial period of months, unless earlier terminated in accordance with this Agreement.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

3.3 Termination for Cause. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Service Provider fees as set forth below and in any applicable invoice. The initial service fee shall be .

4.2 Expenses. Client shall reimburse Service Provider for reasonable out-of-pocket expenses incurred in connection with the performance of the Services, provided that expenses in excess of require Client's prior written approval.

4.3 Taxes. All fees are exclusive of taxes. Client shall be responsible for any taxes imposed on the Services, other than taxes based on Service Provider's net income.

5. CONFIDENTIALITY

5.1 Each party shall protect the other's Confidential Information using at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that is publicly available through no breach of this Agreement, that is rightfully received from a third party without restriction, or that is independently developed without use of the disclosing party's Confidential Information.

5.2 Permitted Disclosures. A receiving party may disclose Confidential Information to the extent required by applicable law or regulation, provided that, to the extent permitted, the receiving party gives the disclosing party prompt written notice and cooperates in any effort to obtain confidential treatment or a protective order.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly provided herein, each party shall retain all right, title and interest in and to its pre-existing intellectual property. Service Provider grants to Client a non-exclusive, non-transferable license to use materials and deliverables provided under this Agreement solely for Client's internal corporate purposes.

6.2 Third-Party Materials. If any deliverable incorporates third-party materials, Service Provider will obtain, at Service Provider's expense unless otherwise agreed, the necessary rights for Client's intended use.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement will not violate any agreement to which it is a party.

7.2 Service Provider Warranty. Service Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

8. INDEMNIFICATION

8.1 Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any and all third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnitor's willful misconduct, gross negligence, or material breach of this Agreement.

9. LIMITATION OF LIABILITY

9.1 Except for liability arising from breach of confidentiality, willful misconduct, or indemnification obligations, in no event shall either party be liable for consequential, incidental, special or punitive damages, and each party's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the fees actually paid to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

10. INSURANCE

10.1 Service Provider shall maintain commercially reasonable insurance coverage appropriate to the services provided, including professional liability insurance in amounts consistent with industry standards, and shall provide certificates of insurance upon Client's reasonable request.

11. COMPLIANCE WITH LAWS

11.1 Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including anti-corruption, sanctions and export control laws. Neither party shall engage in any activity that would cause the other party to be in violation of applicable law.

12. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement must be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section). Notices shall be deemed given when delivered by hand, by nationally recognized overnight courier service, or three (3) business days after deposit in the mail with postage prepaid.

13. AMENDMENT; WAIVER

13.1 This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both parties. No failure or delay by either party in exercising any right under this Agreement will operate as a waiver of that right, and no single or partial exercise of any right will preclude any other or further exercise of that right.

14. ASSIGNMENT

14.1 Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement, without consent, to an affiliate or to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee assumes all obligations under this Agreement.

15. COUNTERPARTS; ELECTRONIC SIGNATURES

15.1 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means (including scanned PDF or electronic signature service) shall be deemed original signatures for all purposes.

16. GOVERNING LAW; DISPUTE RESOLUTION

16.1 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 law principles.

16.2 Dispute Resolution. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If the dispute is not resolved within thirty (30) days, the parties may pursue any remedies available at law or in equity.

17. ENTIRE AGREEMENT; SEVERABILITY

17.1 Entire Agreement. This Agreement, together with any schedules and exhibits hereto, 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.

17.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the parties' original intent.

18. MISCELLANEOUS

18.1 Independent Contractors. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, agency, employment or franchise relationship between them.

18.2 Survival. The provisions of Sections relating to Fees and Payment, Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Governing Law, and any other provisions that by their nature are intended to survive termination, shall survive termination or expiration of this Agreement.

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