Foreign Corporation Document

FOREIGN CORPORATION REGISTRATION AGREEMENT

This FOREIGN CORPORATION REGISTRATION AGREEMENT (the Agreement) is made and entered into as of by and between Foreign Corporation Name: a corporation organized under the laws of Jurisdiction of Incorporation: (the Corporation), and Registered Agent Name: (the Registered Agent).

RECITALS

WHEREAS, the Corporation was duly organized on under the laws of and maintains its principal office at ;

WHEREAS, the Corporation desires to obtain authority to transact business in the Host Jurisdiction: and to appoint the Registered Agent to accept service of process and receive notices on its behalf; and

WHEREAS, the Registered Agent is willing to accept appointment as the Corporation's agent for service of process in the Host Jurisdiction subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

In this Agreement, unless a different meaning is plainly required by the context: "Certificate of Authority" means any authorization, license or registration required by the Host Jurisdiction for the Corporation to transact business therein; "Registered Agent" means the individual or entity named in this Agreement and any successor registered agent accepted in writing.

2. AUTHORITY TO TRANSACT BUSINESS

The Corporation covenants that it will promptly prepare, execute and file all documents necessary to obtain and maintain the Certificate of Authority in the Host Jurisdiction and shall comply with all conditions precedent required for registration under the laws of the Host Jurisdiction. The Corporation's intended business purpose for activities in the Host Jurisdiction is:

3. APPOINTMENT OF REGISTERED AGENT; ACCEPTANCE

The Corporation hereby appoints the Registered Agent at the address set forth below to be the Corporation's agent for service of process in the Host Jurisdiction. The Registered Agent accepts such appointment and agrees to perform the duties of registered agent as required by law and this Agreement.

4. REPRESENTATIONS AND WARRANTIES

The Corporation represents and warrants that: (a) it is duly formed, validly existing and in good standing under the laws of its Jurisdiction of Incorporation; (b) the execution and performance of this Agreement have been duly authorized by all necessary corporate action; and (c) the information and documents provided to the Registered Agent and to the authorities of the Host Jurisdiction are true, correct and complete in all material respects.

Yes

5. COMPLIANCE WITH LAWS; TAXES

The Corporation shall comply with all applicable laws, rules and regulations of the Host Jurisdiction, including all registration, reporting and tax obligations. The Corporation shall be solely responsible for any taxes, fees, penalties or assessments imposed by reason of its activities in the Host Jurisdiction.

6. SERVICE OF PROCESS; CONSENT

The Registered Agent agrees to accept service of process, notices and demands on behalf of the Corporation in accordance with the laws of the Host Jurisdiction and to forward all such documents to the Corporation at the address provided in Section 8. The Registered Agent is not obligated to defend actions on behalf of the Corporation or to give legal advice.

7. TERM; TERMINATION

This Agreement shall commence on the Effective Date and shall continue until terminated by either party upon sixty (60) days' prior written notice. Termination shall not affect the Corporation's obligations arising prior to termination, including any filings or fees due as a result of the Registered Agent's actions while appointed.

8. NOTICES

All notices, consents, approvals and other communications required or permitted under this Agreement must be in writing and delivered by personal service, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses below or to such other address as either party may designate by written notice.

9. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by both parties. The failure of either party to insist upon strict performance of any covenant or right under this Agreement shall not be construed as a waiver of such party's right to demand strict performance in the future.

10. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Facsimile and electronic signatures shall be treated as original signatures for all purposes.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the internal laws of the Host Jurisdiction: without regard to principles of conflicts of law.

12. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations and understandings, whether written or oral.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid, illegal or unenforceable provision with a valid and enforceable provision achieving, to the extent possible, the parties' original intent.

14. FILING; COOPERATION

The parties shall cooperate in good faith to prepare and file such documents as may be required to effectuate the registration of the Corporation in the Host Jurisdiction, including execution of any affidavits, powers of attorney or supplemental filings reasonably required by the appropriate public office.

15. ADDITIONAL PROVISIONS

Sign Now