Legal Establishment Documents

LEGAL ESTABLISHMENT DOCUMENTS

This Legal Establishment Documents (the "Agreement") is made and entered into as of by and between Founding Party: with address: (hereinafter "Founder"), and Business Entity: with principal place of business: (hereinafter "Company"). The Founder and the Company are collectively referred to as the "Parties."

RECITALS

WHEREAS, Founder desires to form and organize a business entity and to take all actions necessary or desirable to establish the Company and its initial governance, capitalization, and operations; and

WHEREAS, the Parties intend that the Company be organized and governed in accordance with applicable law and the terms set forth in this Agreement, and that the Founder make certain initial capital contributions and assignments to effect formation; and

WHEREAS, the Parties wish to set forth their respective rights and obligations in respect of the formation, initial capitalization, ownership, management and governance of the Company.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following terms have the following meanings: "Articles" means the document filed or to be filed with the appropriate governmental authority to form the Company; "Operating Documents" means the bylaws, operating agreement, resolutions and other instruments establishing governance and administrative procedures for the Company; and "Intellectual Property" means all inventions, designs, trade secrets, copyrights, trademarks, domain names and related rights described in Section 9 below.

2. ENTITY FORMATION

2.1 Formation; Entity Type. The Parties shall cause the Company to be formed as the following entity type (check applicable box): Limited Liability Company (LLC) Corporation Partnership The Parties shall execute and deliver the Articles and other initial documents necessary for formation.

2.2 Filing and Responsibility. Party responsible for preparation and filing of organizational documents: . Such Party shall file the Articles within days of the Effective Date and shall provide copies to the other Party upon filing.

3. PRINCIPAL PLACE OF BUSINESS

The initial principal place of business of the Company shall be:

4. CAPITAL CONTRIBUTIONS; EQUITY

4.1 Initial Contributions. Founder shall make the following initial capital contribution(s) to the Company:

4.2 Equity Allocation. As consideration for the contributions described above, the Parties agree the Founder shall receive % of the issued equity of the Company, and the remaining equity, if any, shall be allocated as described here:

5. MANAGEMENT AND VOTING

5.1 Initial Management. The initial management structure shall be: . Initial managers, officers or directors and their titles are listed below.

5.2 Voting. Except as otherwise provided in the Operating Documents, the affirmative vote of holders of a majority of the then-outstanding voting power shall be required to approve ordinary course matters. Major corporate actions, including amendments to the Articles or Operating Documents, merger, sale of substantially all assets or liquidation, shall require the affirmative vote of holders of % of the voting power.

6. INTELLECTUAL PROPERTY AND ASSIGNMENT

Founder hereby assigns to the Company all right, title and interest in and to all Intellectual Property conceived, developed or reduced to practice by Founder that is intended for use in the business of the Company, whether prior to or following the Effective Date, subject to the Company's obligation to provide reasonable consideration as set forth herein. Founder shall execute any documents reasonably required to effect such assignment.

7. TAXES; BANK ACCOUNTS; EIN

7.1 Tax Treatment. The Company shall be taxed in the manner elected in its organizational filings and, if applicable, as determined by applicable tax rules. The Parties agree to cooperate in the preparation and filing of all tax elections required for the intended tax treatment.

7.2 Employer Identification Number. The Party responsible for obtaining the Company's tax identification number (EIN) is: .

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Party that: (a) it has full power and authority to enter into this Agreement; (b) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary action; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms.

9. CONFIDENTIALITY

Each Party shall hold in confidence and not disclose to any third party any confidential information of the other Party disclosed in connection with the formation and operation of the Company, except as required by law or as necessary to perform obligations under this Agreement. Confidential information shall not include information that is publicly known or independently developed without use of the disclosing Party's confidential information.

10. INDEMNIFICATION

The Company shall indemnify and hold harmless the Founder and the Company's managers, officers and directors from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising from or in connection with the Company's operations, except to the extent such claims arise from the indemnitee's gross negligence or willful misconduct.

11. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, addressed to the Parties at the addresses set forth below (or to such other address as either Party may designate by notice to the other).

12. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument executed by both Parties. No failure or delay by a Party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise preclude any other or further exercise of that or any other right.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflict of laws principles. The Parties agree that any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located within the county designated below.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with the Articles and the Operating Documents referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be effective as original signatures.

16. MISCELLANEOUS

The Parties agree to execute and deliver such further instruments and take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement. Titles and captions in this Agreement are inserted for convenience of reference only and shall not affect the interpretation of this Agreement.

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