Legal Domiciliation Agreement

LEGAL DOMICILIATION AGREEMENT

This Legal Domiciliation Agreement (the Agreement) is made as of the day of , (Effective Date), by and between: Client Name: , Entity Type: Corporation LLC Individual, Registration/ID Number: , Jurisdiction of Incorporation or Domicile: , with registered office at (Client); and Domiciliary Provider Name: , a domiciliation service provider with principal place of business at (Provider). Collectively referred to as the Parties.

RECITALS

WHEREAS, Client desires to establish a registered address and business domicile for legal, mailing and administrative purposes at the address provided by Provider; and

WHEREAS, Provider is willing to provide domiciliation, mail-handling and related administrative services at Provider's premises subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the domiciliation services to be provided by Provider to Client.

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

1. DEFINITIONS

In this Agreement, unless the context otherwise requires:

1.1 "Address" means the postal and legal address supplied by Provider for Client's domiciliation as specified in Section 2.1.
1.2 "Services" means the domiciliation, mail-handling, forwarding, notification and ancillary services described in Section 2.
1.3 "Mail" means all correspondence, parcels, notices and deliveries addressed to Client at the Address.
1.4 "Term" means the period during which this Agreement is in effect as set forth in Section 6.

2. APPOINTMENT AND SCOPE OF SERVICES

2.1 Appointment. Client hereby appoints Provider, and Provider accepts the appointment, to act as Client's domiciliary services provider at the Address: .

2.2 Scope of Services. Provider shall provide the following Services: receipt of Mail at the Address; notification to Client of receipt of Mail; secure storage of Mail for a reasonable period; forwarding or collection of Mail in accordance with Client's instructions; and maintaining the Address as Client's registered address for official correspondence and service of process. Specific additional services requested by Client shall be described in writing as Special Instructions:

2.3 Restrictions. Provider shall not permit physical occupancy of the Address by Client or use of the Address as a trading premises without the prior written consent of Provider. Client shall not use the Address for unlawful purposes, and Client remains solely responsible for compliance with applicable laws, licensing and tax obligations associated with Client's activities.

3. MAIL HANDLING; FORWARDING

3.1 Receipt and Notification. Provider will accept and hold Mail addressed to Client at the Address. Provider will notify Client of receipt of Mail by the method agreed in writing between the Parties. Notification is effective upon transmission by Provider to the contact information provided by Client.

3.2 Forwarding. Provider will forward Mail to Client at the forwarding address specified by Client upon request. The default forwarding method is standard postal service unless Client requests and pays for expedited or courier services. Provider may require written authorization for release of Mail to third parties.

3.3 Storage Period. Provider will store Mail for a period of days following notification, after which Provider may, at its discretion, return, destroy or otherwise dispose of undelivered Mail in accordance with applicable law.

4. FEES; PAYMENT

4.1 Fees. Client shall pay Provider a domiciliation fee of per month, plus any applicable taxes and charges for additional services such as forwarding, copying, handling of parcels, or courier fees.

4.2 Invoicing and Payment Terms. Provider will invoice Client monthly in advance or as otherwise agreed. Invoices are due within days of invoice. Late payments shall accrue interest at % per month or the maximum permitted by law, whichever is lower.

5. TERM; TERMINATION

5.1 Term. The initial Term of this Agreement shall commence on the Effective Date and continue for a period of months, and thereafter shall continue on a month-to-month basis unless terminated in accordance with this Agreement.

5.2 Termination for Convenience. Either Party may terminate this Agreement without cause by providing the other Party with written notice at least days prior to the effective date of termination.

5.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

6. REPRESENTATIONS AND WARRANTIES

6.1 Client represents and warrants that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) all information provided to Provider is true, complete and not misleading; and (c) use of the Address will not cause Provider to be in violation of any law or regulation.

6.2 Provider represents and warrants that Provider has the authority to offer the Services at the Address and will perform the Services in a commercially reasonable manner consistent with industry standards.

7. LIABILITY; INDEMNITY

7.1 Limitation of Liability. Except for liability arising from gross negligence, wilful misconduct or fraud, each Party's aggregate liability under this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Provider under this Agreement during the month period immediately preceding the event giving rise to the claim.

7.2 Indemnity. Client shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, fines and expenses (including reasonable attorneys' fees) arising out of Client's use of the Address, Client's failure to comply with applicable law, or Client's breach of this Agreement. Provider shall indemnify Client against claims arising from Provider's negligence or wilful misconduct in performing the Services.

8. CONFIDENTIALITY

Each Party shall keep confidential all non-public information obtained from the other Party in connection with this Agreement and shall not disclose such information except as required by law or to the extent necessary to perform its obligations under this Agreement. The confidentiality obligations shall survive termination of this Agreement for a period of two (2) years.

9. NOTICES

9.1 Method. All notices, requests, consents and other communications under this Agreement must be in writing and delivered by hand, certified mail (return receipt requested), or by reputable overnight courier, to the addresses set forth below or to such other address as a Party may designate by written notice.

10. ASSIGNMENT

Neither Party may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets, provided that such assignee assumes Provider's obligations hereunder in writing.

11. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of . The Parties submit to the exclusive jurisdiction of the courts of that jurisdiction for resolution of disputes arising out of or relating to this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT

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

12.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that most closely approximates the Parties' original intent.

12.3 Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties.

13. WAIVER; COUNTERPARTS

13.1 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right.

13.2 Counterparts. 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 shall be binding.

14. MISCELLANEOUS

14.1 Records. Provider shall maintain logs of Mail received and forwarded for Client and shall make such records available to Client upon reasonable request.
14.2 Compliance. Client shall provide Provider with any documents or attestations reasonably required by Provider to comply with anti-money laundering, know-your-customer or other regulatory obligations.

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