Legal Maintenance Advisement Form

LEGAL MAINTENANCE ADVISEMENT FORM

This Legal Maintenance Advisement Form ("Advisement") is made and entered into as of Effective Date: by and between Advisor Name: whose principal business address is and Client Name: whose principal address is .

RECITALS

WHEREAS, Advisor is engaged in the business of providing legal maintenance advisement, compliance calendaring, and related corporate record maintenance services, and possesses the professional competence to advise on required filings, corporate formalities, and compliance deadlines;

WHEREAS, Client desires to retain Advisor to provide ongoing legal maintenance advisement with respect to Client's organizational, filing, and compliance obligations as more particularly described herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations regarding the scope, fees, confidentiality, and termination of such advisement services.

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

1. DEFINITIONS

For the purposes of this Advisement, the following terms shall have the meanings set forth below: "Services" means the legal maintenance advisement and compliance services described in Section 2; "Confidential Information" has the meaning set forth in Section 6; "Term" has the meaning set forth in Section 9.

2. SCOPE OF SERVICES

2.1 Services. Advisor shall provide legal maintenance advisement including, without limitation, maintenance calendaring of statutory filing deadlines, preparation of reminders for corporate formalities, review of required annual reports and franchise tax filings, and written recommendations for required actions ("Services"). Specific Services to be provided are described in the Advisement Schedule below.

2.2 Exclusions. Advisor shall not file legal documents on behalf of Client or provide legal representation in litigation unless separately engaged in writing. Advisor will not certify legal opinions or act as counsel of record absent a separate written engagement agreement.

3. ADVISOR OBLIGATIONS

Advisor shall: (a) maintain accurate calendaring records of required maintenance tasks; (b) provide written advisories at least days prior to critical deadlines; (c) maintain records of advisories and communications; and (d) disclose conflicts of interest in accordance with Section 7.

4. CLIENT OBLIGATIONS

Client shall: (a) provide accurate and timely information necessary for Advisor to perform the Services; (b) retain copies of all filings; (c) timely instruct Advisor to proceed with actions that Client elects to undertake; and (d) pay Advisor in accordance with Section 5.

5. FEES AND PAYMENT

5.1 Fees. Client shall pay Advisor fees for Services as set forth: Base Fee: per ; and additional fees for out-of-scope work at Advisor's standard hourly rates.

5.2 Expenses. Client shall reimburse Advisor for reasonable, documented out-of-pocket expenses incurred in the performance of the Services upon submission of invoices.

6. CONFIDENTIALITY

Each party agrees to maintain the confidentiality of Confidential Information disclosed by the other party. "Confidential Information" includes non-public business information, client records, and communications regarding maintenance advisories. Confidential Information shall not include information that is or becomes publicly available through no breach by the receiving party or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party may disclose Confidential Information to the extent required by law, provided that the disclosing party is given prompt notice and reasonable assistance in any lawful effort to obtain confidential treatment.

7. CONFLICTS OF INTEREST

Advisor represents that, to the best of its knowledge, no unwaived conflict of interest exists that would materially impair Advisor's ability to perform the Services. Advisor will promptly disclose any actual or potential conflict of interest that arises during the Term and will propose a remediation plan for Client's review and consent.

8. RECORDS; RETENTION

Advisor will maintain records of advisories, notices, and materials prepared in connection with the Services for a period of years following termination, unless a longer retention period is required by law.

9. TERM AND TERMINATION

9.1 Term. The Term of this Advisement shall commence on the Effective Date and continue until terminated pursuant to this Section.

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

9.3 Termination for Cause. Either party may terminate this Advisement immediately upon written notice in the event of a material breach by the other party that remains uncured for a period of thirty (30) days after receipt of written notice specifying such breach.

10. NOTICES

All notices required or permitted under this Advisement shall be in writing and delivered to the addresses first above written or to such other address as a party may specify by notice. Notices shall be deemed given upon personal delivery, three (3) days after deposit in the United States mail, postage prepaid, or one (1) business day after delivery to an overnight courier.

11. AMENDMENTS; WAIVER

No amendment, modification, or waiver of any provision of this Advisement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any provision of this Advisement shall not constitute a waiver of future enforcement of that or any other provision.

12. GOVERNING LAW; JURISDICTION

This Advisement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of any disputes arising under this Advisement.

13. ENTIRE AGREEMENT; SEVERABILITY

This Advisement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. If any provision of this Advisement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14. MISCELLANEOUS

14.1 Counterparts. This Advisement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14.2 Independent Contractor. Advisor shall perform the Services as an independent contractor and not as an employee or agent of Client. Nothing in this Advisement shall be construed to create a partnership, joint venture, or employment relationship.

Corporation Limited Liability Company (LLC) Partnership Other

By checking the box below, the party acknowledges receipt of this Advisement and confirms authority to bind the party to the terms contained herein.

Advisor acknowledges and agrees
Client acknowledges and agrees

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