Legal Company Form

LEGAL COMPANY FORM

This Legal Company Form (the Agreement) is made effective as of Effective Date: by and between Company Name: a organized under the laws of with principal place of business at (Company), and Legal Representative: with principal office at (Representative). Company and Representative are each a Party and collectively the Parties.

RECITALS

WHEREAS, Company seeks to provide accurate formation, governance and operational information for the conduct of its business and to obtain legal services as set forth herein; and

WHEREAS, Representative is duly qualified to provide legal advice and related services to companies and has agreed to receive, review and act upon Company information under the terms of this Agreement; and

WHEREAS, the Parties desire to set forth their respective responsibilities regarding the provision, use and protection of Company information and the terms upon which Representative will provide legal services.

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

1. DEFINITIONS

1.1 "Confidential Information" means all non-public business, financial, organizational, personnel, operational, legal and technical information disclosed by Company to Representative, whether disclosed in writing, orally, electronically or by inspection of documents or facilities, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

1.2 "Services" means the legal and advisory services to be provided by Representative to Company as contemplated by this Agreement and described in Section 2.

2. SCOPE OF SERVICES

Representative shall provide legal services reasonably requested by Company in connection with corporate formation, governance, contract review, regulatory compliance and other matters agreed in writing by the Parties. Representative will exercise professional judgment and will comply with applicable rules of professional responsibility.

3. COMPANY REPRESENTATIONS

Company represents and warrants that: (a) it has full corporate power and authority to enter into this Agreement; (b) the information it provides to Representative is true, complete and accurate to the best of its knowledge; and (c) it will update Representative promptly of any material changes to the information provided.

4. CONFIDENTIALITY

Representative shall hold Confidential Information in strict confidence and shall not disclose such information to any third party except as necessary to perform the Services or as required by law. Representative shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations of confidentiality do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by Representative without use of Confidential Information; or (d) is required to be disclosed by law, provided Representative gives Company prompt notice and cooperates in any protective measures.

5. FEES AND EXPENSES

Company shall pay Representative fees in accordance with the fee schedule agreed between the Parties. Unless otherwise agreed, Representative will bill monthly and Company will reimburse reasonable out-of-pocket expenses incurred in performing the Services. Past-due amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law.

6. RECORDS; COOPERATION

Company shall furnish Representative with access to records, documents and personnel as reasonably required to perform the Services. Representative may retain copies of Company materials prepared in connection with the Services, subject to the obligations of confidentiality set forth in this Agreement.

7. COMPLIANCE WITH LAW

Each Party shall comply with applicable laws, rules and regulations in performing its obligations under this Agreement. Representative makes no guarantees regarding the outcome of any legal matter and Company acknowledges that Representative's advice is based on the facts and law known at the time the advice is given.

8. NOTICES

All notices under this Agreement shall be in writing and delivered by hand, overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as the receiving Party designates by notice.

9. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any breach shall be effective unless in writing and signed by the Party granting the waiver. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected below, without regard to conflict of laws principles. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

ADDITIONAL COMPANY INFORMATION

AUTHORIZED REPRESENTATIVES

MISCELLANEOUS PROVISIONS

A Party's failure to enforce any right or remedy under this Agreement will not operate as a waiver of that right or remedy. If any provision is invalid or unenforceable, the Parties shall negotiate in good faith to replace that provision with a valid provision that most closely approximates the Parties' intent.

The Parties acknowledge that Representative may be required to withdraw or decline certain matters due to conflicts of interest, ethical restraints, or other circumstances. Representative shall provide notice to Company if such a situation arises and shall take reasonable steps to minimize any prejudice to Company.

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