Legal Corporation Template

LEGAL CORPORATION TEMPLATE

This Corporate Formation Agreement ("Agreement") is made and entered into as of Effective Date: by and between Corporation Name: to be formed under the laws of State of Incorporation: and Incorporator Name: with address at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, the Incorporator intends to form a corporation under the laws of the State of Incorporation for the purpose of conducting lawful business within the scope described elsewhere herein; and

WHEREAS, the Parties desire to set forth the initial corporate organization, capitalization, and actions to be taken upon filing of the Articles of Incorporation and adoption of initial bylaws; and

WHEREAS, the Parties intend that the corporate existence shall commence upon the filing and acceptance of the Articles of Incorporation by the appropriate state filing office.

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

1. FORMATION

The Incorporator shall prepare, execute and cause to be filed with the appropriate state office the Articles of Incorporation in a form consistent with this Agreement. The Parties acknowledge and agree that the corporate existence shall begin upon acceptance of the Articles of Incorporation by the filing office. The Incorporator warrants that all filings shall be prepared in compliance with the laws of the State of Incorporation.

2. CORPORATE NAME; REGISTERED AGENT; PRINCIPAL OFFICE

The name of the corporation shall be Corporation Name: . The initial registered agent for service of process shall be Registered Agent Name: and the registered office address shall be .

3. PURPOSE

4. AUTHORIZED CAPITALIZATION

The corporation shall have authority to issue Authorized Shares: shares of Common Stock, par value Per Share Par Value: per share. The Board of Directors shall have the authority to classify, reclassify, subdivide or combine authorized shares consistent with applicable law and the Articles of Incorporation.

5. INITIAL SHARES AND ISSUANCE

The Parties agree that the initial issuance of shares shall be effected as follows. The incorporator shall cause to be issued, in the corporate records, the initial shares to the initial shareholders and shall record the name, address and number of shares for each initial shareholder.

6. BYLAWS; ORGANIZATIONAL MEETING

The initial bylaws shall be adopted by the incorporator or by the initial board at the organizational meeting. The incorporator shall call an organizational meeting of the initial directors to adopt bylaws, appoint officers, and perform such other acts as necessary to commence corporate business.

7. BOARD OF DIRECTORS; OFFICERS

The initial Board of Directors shall consist of the following individuals until their successors are elected and qualified: Names and Addresses: . Officers shall be appointed by the Board and shall have the powers and duties set forth in the bylaws.

8. INCORPORATOR REPRESENTATIONS AND COVENANTS

The Incorporator represents and warrants that the Incorporator has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Incorporator covenants to execute and deliver all documents and take all actions necessary or desirable to effect the formation of the corporation and the initial organization thereof.

9. INDEMNIFICATION

To the fullest extent permitted by applicable law, the corporation shall indemnify and hold harmless any director, officer, incorporator or agent of the corporation against expenses actually and reasonably incurred in connection with any proceeding by reason of the fact that such person is or was such a director, officer, incorporator or agent, provided that such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation.

10. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail return receipt requested, or delivered by nationally recognized overnight courier, to the addresses set forth below or to such other address as either Party may designate by notice to the other.

11. AMENDMENT; WAIVER

This Agreement may be amended or modified only by a written instrument executed by both Parties. No waiver of any provision or breach of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Incorporation without regard to conflict of law principles.

13. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect. 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.

14. MISCELLANEOUS PROVISIONS

The headings in this Agreement are for convenience only and shall not affect its interpretation. The Parties shall execute and deliver such further documents and take such further actions as reasonably necessary to carry out the intent and purposes of this Agreement.

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