Legal Establishment Declaration

LEGAL ESTABLISHMENT DECLARATION

This Legal Establishment Declaration ("Declaration") is executed on this day of , by and between Declarant: whose principal address is , and Recipient: whose principal address is .

RECITALS

WHEREAS, Declarant intends to establish or has established an entity or business enterprise and seeks to declare certain foundational facts, governance arrangements and authorizations in writing;

WHEREAS, Recipient requires written confirmation of the facts and authorities set forth herein in order to rely upon such representations for contractual, banking, regulatory, or contractual onboarding purposes; and

WHEREAS, the parties desire the Declarant to make formal representations and warranties concerning formation, governance, capital, and authority as of the Effective Date set forth below.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DECLARATION OF ESTABLISHMENT

Declarant hereby declares that the entity described in Section 2 has been validly established and, as of the Effective Date, exists under the laws of the jurisdiction of formation and has full corporate, limited liability or other legal capacity to own property, to incur obligations, and to perform its business operations as described herein. The Effective Date of this Declaration is day of , .

2. ENTITY INFORMATION

Corporation    Limited Liability Company (LLC)    Partnership    Sole Proprietorship    Other:

3. PRINCIPAL PLACE OF BUSINESS

4. PURPOSE

5. AUTHORIZED REPRESENTATIVES

Declarant certifies that the following individuals are authorized to act on behalf of the entity with respect to formation, banking, contracting, and regulatory matters until such authority is revoked in writing:

6. CAPITALIZATION AND CONSIDERATION

Declarant affirms that the entity's initial capital or consideration contributed to the entity as of the Effective Date consists of the following stated amounts and/or property. Declarant warrants that such contributions have been properly recorded and are adequate to permit the entity to commence operations consistent with its stated purpose.

7. RECORDS, GOVERNANCE AND AUTHORITY

Declarant shall maintain complete and accurate formation and governance records, including articles of formation or incorporation, operating agreement, partnership agreement or bylaws, minutes of organizational meetings, and records evidencing contributions. Declarant represents that these records exist and are in the custody of the Declarant at the address set forth above unless otherwise indicated in writing.

8. REPRESENTATIONS AND WARRANTIES

Declarant hereby represents and warrants to Recipient as of the Effective Date that: (a) the entity has been duly formed and is in good standing in its jurisdiction of formation to the extent such concept exists; (b) the individuals named as Authorized Representatives have authority to act as described; (c) the execution and delivery of this Declaration is within Declarant's powers and has been duly authorized; and (d) there are no outstanding judgments or pending legal proceedings that would reasonably be expected to impair the entity's ability to perform fundamental business activities, except as disclosed in writing to Recipient.

Declarant acknowledges that Recipient may rely on these representations and covenants and agrees to notify Recipient promptly of any material change to any fact or circumstance stated herein.

Please indicate assent to the foregoing representations by checking the box below:
Declarant attests and certifies the foregoing representations and warranties as true and correct.

9. NOTICES

All notices, requests, consents and other communications required or permitted under this Declaration shall be in writing and delivered to the addresses set forth below (or such other address as a party may designate by notice):

10. AMENDMENTS; WAIVER; COUNTERPARTS

This Declaration may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party waiving compliance. This Declaration may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one instrument.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

Governing Law: This Declaration shall be governed by and construed in accordance with the laws of the jurisdiction of formation stated in Section 2, without regard to rules governing conflicts of law.

Entire Agreement: This Declaration constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements or understandings concerning such subject matter.

Severability: If any provision of this Declaration is held to be illegal, invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

12. MISCELLANEOUS PROVISIONS

Remedies: The parties acknowledge that monetary damages may be inadequate to remedy a breach of this Declaration and that either party shall be entitled to seek injunctive relief and any other equitable remedies in addition to any other remedies available at law.

Headings: Headings are for convenience only and shall not affect the interpretation of this Declaration.

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