Corporate Services Contract

Corporate Services Contract

This Corporate Services Contract (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: , an entity organized as with its principal place of business at (hereinafter "Client"), and Service Provider Name: , an entity organized as with its principal place of business at (hereinafter "Provider"). Client and Provider may be referred to individually as a "Party" or collectively as the "Parties."

RECITALS

WHEREAS, Provider possesses expertise and resources to perform corporate services including, without limitation, corporate governance support, filings, registered agent services, board and shareholder meeting administration, and such other advisory services as agreed in writing; and

WHEREAS, Client desires to engage Provider to perform certain corporate services as set forth in this Agreement and Provider is willing to provide such services in accordance with the terms and conditions herein; and

WHEREAS, the Parties intend by this Agreement to establish the scope, compensation, standards of performance, confidentiality protections, and allocation of risks associated with such engagement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Services" means the corporate services described in Section 2 and any Statement of Work executed by the Parties. "Confidential Information" means non-public information disclosed by a Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

2. SCOPE OF SERVICES

Provider shall perform the Services described in the Statement of Work attached as Exhibit A (or as otherwise set forth below). Provider shall exercise commercially reasonable skill, care and diligence in performing the Services consistent with industry standards.

3. TERM

The term of this Agreement shall commence on Commencement Date: and, unless earlier terminated in accordance with Section 12, shall continue until Termination Date: or until the Services are completed.

4. FEES AND PAYMENT

Client shall pay Provider the fees set forth in this Section. Fees shall be due within Payment Terms (days): days of receipt of an accurate invoice.

5. TAXES

All fees are exclusive of taxes. Client shall be responsible for any sales, use, goods and services, value-added, or other taxes imposed on the Services, excluding taxes based on Provider's net income. If Provider is required to collect or pay any taxes, such amounts shall be invoiced to Client and paid by Client in accordance with Section 4.

6. CONFIDENTIALITY

Each Party agrees to hold the other's Confidential Information in confidence and not to disclose such information to any third party except as necessary to perform the Services or as required by law. Confidential Information shall not include information that is or becomes publicly known through no breach of this Agreement or is rightfully received from a third party without restriction. The obligations of confidentiality shall survive termination for a period of three (3) years, or longer to the extent required for trade secrets.

7. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider shall retain ownership of its pre-existing intellectual property and methodologies. Client shall own deliverables that are custom-created for Client under this Agreement upon full payment, subject to Provider's ownership of general know-how. Provider grants Client a non-exclusive, non-transferable license to use Provider materials included in deliverables solely for Client's internal business purposes.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms. Provider represents that Services will be performed in a professional and workmanlike manner consistent with industry standards.

9. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (the "Indemnified Party") from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of this Agreement, gross negligence or willful misconduct.

10. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS, OR CONSEQUENTIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES.

11. INSURANCE

Provider shall maintain insurance coverage customary for providers of similar services, including commercial general liability and, where applicable, professional liability/errors and omissions insurance. Upon Client's request, Provider will provide certificates of insurance reasonably evidencing such coverage.

12. TERMINATION

Either Party may terminate this Agreement for cause if the other Party materially breaches this Agreement and fails to cure such breach within Cure Period (days): days after written notice. Either Party may also terminate for convenience upon Prior Notice (days): days' prior written notice to the other Party. Upon termination, Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination.

13. TRANSITION ASSISTANCE

Upon expiration or termination, Provider shall provide reasonable transition assistance to enable an orderly transfer of the Services to Client or its designee. Such assistance shall be provided at Provider's then-current rates unless otherwise agreed.

14. RECORDS; AUDIT

Provider shall maintain complete and accurate records related to the Services for a period of three (3) years following the date of performance. Client shall have the right, upon reasonable notice and during normal business hours, to audit records directly related to invoiced fees and expenses; such audits shall be conducted no more than once annually unless discrepancies are found.

15. COMPLIANCE WITH LAWS

Each Party shall perform its obligations in compliance with all applicable laws, rules and regulations. Provider shall obtain and maintain any licenses, permits, or approvals necessary to provide the Services.

16. ASSIGNMENT

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

17. FORCE MAJEURE

Neither Party shall be liable for failure or delay in performing its obligations (except payment obligations) resulting from acts beyond its reasonable control, including natural disasters, strikes, governmental actions, or pandemics, provided the affected Party gives prompt notice and uses commercially reasonable efforts to perform.

18. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below, by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested, or by email with confirmation of receipt where provided.

19. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment to this Agreement shall be effective unless in a writing signed by authorized representatives of both Parties. Failure to enforce any provision shall not constitute a waiver of future enforcement. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

20. SEVERABILITY; ENTIRE AGREEMENT; GOVERNING LAW

If any provision of this Agreement is held invalid or unenforceable, such provision shall be reformed to reflect the Parties' intent, and the remaining provisions shall remain in full force and effect. This Agreement, including any exhibits and statements of work, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof. This Agreement shall be governed by and construed in accordance with the laws of Jurisdiction: without regard to conflicts of law principles.

21. MISCELLANEOUS

The Parties acknowledge that they have negotiated this Agreement and that any rule construing ambiguities against the drafter shall not apply. Headings are for convenience only and shall not affect interpretation. The obligations set forth in Sections relating to Confidentiality, Indemnification, and Intellectual Property shall survive termination or expiration of this Agreement as expressly stated.

SIGNATURES

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