Corporate Services Sign

Corporate Services Sign

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing corporate formation, registered agent, corporate compliance, and related administrative services ("Corporate Services"); and

WHEREAS, Client desires to engage Service Provider to perform certain Corporate Services on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the Corporate Services to be provided by Service Provider.

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

1. DEFINITIONS

1.1 "Services" means the Corporate Services described in Section 2 and detailed in the Services Scope. "Deliverables" means any tangible materials, filings, documents, or electronic files produced by Service Provider specifically for Client under this Agreement. "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement that, if in written form, is designated as confidential or that a reasonable person would consider confidential under the circumstances.

2. SERVICES

2.1 Service Provider shall provide the Corporate Services set forth in the Services Scope below. Service Provider shall perform the Services in a professional and timely manner consistent with generally accepted industry standards.

2.2 Service Provider may engage subcontractors to perform portions of the Services, provided Service Provider remains responsible for the acts and omissions of such subcontractors.

3. FEES AND PAYMENT

3.1 Client shall pay Service Provider the fees described below. Fees are due in accordance with the invoice terms and must be paid in immediately available funds.

3.2 Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client is responsible for all taxes, duties, and similar charges arising out of this Agreement, excluding taxes on Service Provider's net income.

4. TERM AND TERMINATION

4.1 The term of this Agreement shall commence on the Effective Date and continue for unless earlier terminated as provided herein.

4.2 Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if such breach remains uncured for thirty (30) days after written notice specifying the breach.

5. CONFIDENTIALITY

5.1 Each party shall hold Confidential Information of the other party in strict confidence and shall not disclose such Confidential Information except to its employees, agents, or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

5.2 The confidentiality obligations shall not apply to 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 receiving party's possession prior to disclosure; (c) is received by the receiving party from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

6. DATA PROTECTION

6.1 Each party shall comply with applicable data protection and privacy laws in its processing of personal data. Service Provider shall implement reasonable administrative, physical and technical safeguards to protect personal data processed on behalf of Client.

7. INTELLECTUAL PROPERTY

7.1 Except as expressly provided herein, Service Provider retains all right, title and interest in and to any pre-existing materials, methodologies, know-how and intellectual property used or developed in the course of performing the Services. To the extent Service Provider delivers custom Deliverables, Service Provider grants Client a non-exclusive, non-transferable license to use such Deliverables for Client's internal corporate purposes.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each party represents and warrants that it has the full corporate power and authority to enter into and perform this Agreement. Service Provider represents that the Services will be performed in a professional manner consistent with industry standards.

9. INDEMNIFICATION

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

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTIONS 5 OR 9, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. NOTICES

11.1 All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice in accordance with this Section. Notices are effective upon receipt.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 This Agreement may be amended only by a written instrument executed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

13. GOVERNING LAW

13.1 This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to principles of conflicts of law.

14. ENTIRE AGREEMENT

14.1 This Agreement, together with any attachments or addenda executed by the parties, 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.

15. SEVERABILITY

15.1 If any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that achieves, to the extent possible, the original economic and legal intent of the parties.

ADDITIONAL PROVISIONS

Registered Agent Service
Entity Formation & Filing
Ongoing Compliance & Annual Filings
Corporate Minutes & Records Maintenance
Other:

The parties acknowledge that execution of this Agreement authorizes Service Provider to take such actions as are reasonably necessary to perform the Services, including filing documents with governmental bodies, engaging third-party vendors, and executing forms on behalf of Client where expressly authorized in writing.

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