Legal Setup Agreement

LEGAL SETUP AGREEMENT

This Legal Setup Agreement (Effective Date: ) is entered into by and between Client Name: , Client Address: (hereafter "Client"), and Service Provider Name: , Service Provider Address: (hereafter "Provider").

RECITALS

WHEREAS, Client desires assistance from Provider to form, register, or otherwise establish a business entity and to perform related administrative, filing, and advisory services as described in this Agreement; and

WHEREAS, Provider represents that it has the professional competence, experience, and personnel to perform such services and is willing to provide those services to Client on the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the setup, registration, and initial compliance activities for the entity to be formed.

NOW THEREFORE

In consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the specific setup, formation, registration, filing, and related advisory tasks described in Section 2 and any attachments or statements of work executed by the parties.

1.2 "Deliverables" means documents, filings, certificates, and final work product produced by Provider for Client under this Agreement.

2. SCOPE OF SERVICES

Provider shall perform the following Services for Client:

Provider shall use reasonable professional skill and care in performing the Services, shall comply with applicable laws and filing requirements, and shall prepare and submit Deliverables consistent with customary industry standards.

3. FEES, EXPENSES AND PAYMENT

All undisputed amounts are due within the period specified in Payment Terms. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall reimburse Provider for reasonable out-of-pocket expenses incurred in connection with the Services, including filing fees and courier charges, unless otherwise agreed in writing.

4. CLIENT RESPONSIBILITIES

Client shall provide, in a timely manner, all information, documents, decisions, and authorizations reasonably necessary for Provider to perform the Services. Client warrants that information provided to Provider will be accurate, complete, and not misleading. Provider shall be entitled to rely upon such information without independent verification unless otherwise agreed in writing.

5. TIMELINE

Estimated completion or initial filing shall occur within calendar days following Provider's receipt of all required information and the initial deposit. Client acknowledges that timelines are estimates and may be affected by government processing times and third-party actions.

6. CONFIDENTIALITY

Each party agrees to keep confidential all non-public information disclosed by the other party that is designated as confidential or that a reasonable person would understand to be confidential. Confidential information does not include information that: (a) is or becomes public through no fault of the receiving party; (b) is lawfully received from a third party without confidentiality restrictions; or (c) is independently developed without use of the disclosing party's confidential information. Provider may disclose confidential information to third parties where required by law or necessary to perform the Services, provided Provider uses reasonable efforts to notify Client in advance where permitted.

7. INTELLECTUAL PROPERTY AND DOCUMENTS

Unless otherwise agreed in writing, Client retains ownership of Client-supplied information. Provider retains ownership of its preexisting methodologies, templates, and tools. Deliverables prepared specifically for Client under this Agreement will be the property of Client upon full payment of all fees due, subject to Provider's right to retain copies for compliance and archival purposes.

8. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Provider and its affiliates, officers, employees and agents from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Client's breach of this Agreement, Client's negligence or willful misconduct, or Client's provision of inaccurate information.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until the completion of the Services unless earlier terminated as provided herein. Either party may terminate for material breach by the other party if the breaching party fails to cure within thirty (30) days after written notice. Upon termination, Client shall pay Provider for all Services rendered and expenses incurred through the effective date of termination and for non-cancelable commitments made by Provider.

11. NOTICES

All notices, requests, consents and 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 sent by certified mail, return receipt requested, to the addresses set forth below or such other address as a party may designate by notice.

12. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right or remedy shall operate as a waiver of that right or remedy unless evidenced by a writing signed by the waiving party.

13. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the parties' intent to the greatest extent permitted by law.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the jurisdiction chosen by the parties at the time of signature. The parties submit to the exclusive jurisdiction of the competent courts of that jurisdiction for resolution of disputes arising under this Agreement.

15. ENTIRE AGREEMENT; COUNTERPARTS

This Agreement, together with any attachments, exhibits, and statements of work executed hereunder, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. ADDITIONAL PROVISIONS

LLC    Corporation    Partnership    Other:

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