Legal Corporate Services Agreement

LEGAL CORPORATE SERVICES AGREEMENT

THIS LEGAL CORPORATE SERVICES AGREEMENT (the "Agreement") is made and entered into as of Effective Date: by and between Service Provider Name: a organized under the laws of with a principal place of business at ("Service Provider"), and Client Name: a organized under the laws of with a principal place of business at ("Client").

RECITALS

WHEREAS, Service Provider maintains expertise and resources to provide corporate formation, registered agent, compliance monitoring, minute book maintenance, filing and other corporate administrative services;

WHEREAS, Client requires corporate services in order to form, maintain, or administer one or more corporate entities and desires to engage Service Provider to perform such services under the terms set forth herein;

WHEREAS, Service Provider represents that it will perform services in a professional manner consistent with applicable law and customary industry standards.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and 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 described in Section 2 and any ancillary tasks reasonably necessary to perform those services.

1.2 "Confidential Information" includes non-public business, financial, legal and technical information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential.

2. SERVICES

2.1 Scope. Service Provider shall provide the following corporate services to Client. The parties may attach additional schedules describing specific tasks, deliverables, or milestones.

2.2 Standard of Performance. Service Provider will perform Services with the degree of skill and care ordinarily exercised by competent providers performing similar services under comparable conditions and in accordance with applicable law.

3. TERM

3.1 Term. The initial term commences on Effective Date and continues until terminated as provided in this Agreement. Start Date: . Optional End Date:

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Service Provider the fees set forth below for the Services.

4.2 Invoicing and Payment Terms. Service Provider will invoice Client in accordance with the billing frequency. Unless otherwise agreed, invoices are due and payable within thirty (30) days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CLIENT OBLIGATIONS

5.1 Cooperation. Client will provide timely instructions, access to corporate records, signatures, and other information reasonably required by Service Provider to perform the Services. Failure to provide requested information within a reasonable time may result in delay or additional fees.

6. CONFIDENTIALITY

6.1 Non-Disclosure. Each party shall hold the other party's 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. Confidential Information does not include information that is or becomes publicly available through no improper act of the receiving party, is rightfully received from a third party without restriction, or is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

6.2 Return or Destruction. Upon termination of the Agreement, each party shall return or destroy Confidential Information of the other party, except that Service Provider may retain confidential copies as required for recordkeeping and compliance with professional obligations.

7. CONFLICTS OF INTEREST

7.1 Service Provider will notify Client promptly if Service Provider becomes aware of any actual or potential conflict of interest that would materially impair the independence or impartiality of the Services. The parties will use reasonable efforts to resolve such conflict; if not resolvable, Client may terminate the Agreement for cause under Section 11.

8. RECORDS; ACCESS

8.1 Maintenance of Records. Service Provider will maintain records of the Services performed and will make such records available to Client upon reasonable request during the term and for a period of three (3) years thereafter, subject to confidentiality obligations.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Consequential Damages. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS.

9.2 Liability Cap. EXCEPT FOR LIABILITY ARISING FROM FRAUD, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, THE AGGREGATE LIABILITY OF SERVICE PROVIDER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED .

10. INDEMNIFICATION

10.1 By Client. Client shall indemnify, defend and hold harmless Service Provider and its officers, directors and employees from and against all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, negligence, willful misconduct, or any third-party claim relating to Client-provided information.

10.2 By Service Provider. Service Provider shall indemnify Client for losses caused by Service Provider's gross negligence or willful misconduct in providing the Services.

11. TERMINATION

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

11.2 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

11.3 Effect of Termination. Upon termination, Client will pay Service Provider for all Services rendered and expenses incurred through the effective date of termination. Sections pertaining to confidentiality, indemnification, limitation of liability, and payment shall survive termination.

12. NOTICES

12.1 All notices under this Agreement must be in writing and delivered by hand, professional courier, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth below or such other address as either party may designate by notice to the other.

13. AMENDMENTS

This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both parties. No course of dealing, usage of trade, or failure to insist upon strict performance shall constitute an amendment or waiver of any provision.

14. WAIVER

No waiver of any right under this Agreement shall be effective unless in writing and signed by the party waiving such right. A waiver of any breach shall not constitute a waiver of any subsequent breach.

15. 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 laws principles.

16. ENTIRE AGREEMENT

This Agreement, including any schedules or exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, proposals and agreements, whether written or oral.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and any invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent.

18. COUNTERPARTS; ELECTRONIC SIGNATURES

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 transmitted by electronic means (including facsimile or electronic signature platforms) shall be binding as originals.

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