Secretarial Document Template

SECRETARIAL SERVICES AGREEMENT

This Secretarial Services Agreement (the Agreement) is made effective as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires professional secretarial and administrative services to support corporate governance, recordkeeping, correspondence, and statutory filings; and

WHEREAS, Service Provider represents that it has the experience, personnel, and systems necessary to perform such services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision of secretarial services as set forth below.

SCOPE OF WORK

Service Provider will perform secretarial, administrative and corporate support services for Client including, without limitation, the items described below and any additional tasks expressly agreed in writing by the parties.

Preparation of meeting minutes
Corporate filings and maintenance of statutory registers
Management of correspondence and official notices
Calendar and deadline management for filings and meetings
Other (describe in Detailed Scope)

PAYMENT TERMS

Client will pay Service Provider for services rendered in accordance with the fees and schedule set forth below.

Unpaid amounts shall accrue interest at a rate of % per month (or the maximum permitted by law, if lower) from the date due until paid in full. In addition, Service Provider may suspend services after days' written notice for nonpayment.

Expenses reasonably incurred by Service Provider in connection with the provision of services (including filing fees, courier charges, and third-party vendor costs) will be reimbursed by Client provided that Service Provider supplies itemized invoices for such expenses.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after written notice specifying the breach.

Upon termination, Service Provider shall deliver to Client all corporate records, minutes, registers, filings and other materials in its possession that pertain to Client and shall provide a final invoice for services performed through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) in connection with this Agreement, including corporate records, legal documents, financial information, personal data of directors or officers, and strategic plans. Receiving Party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, agents or professional advisers who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement.

Confidential Information does not include information that (i) is or becomes publicly available other than by breach of this Agreement, (ii) was rightfully known to Receiving Party prior to disclosure, (iii) is lawfully obtained from a third party without restriction, or (iv) is independently developed by Receiving Party without use of the Disclosing Party's Confidential Information. If Receiving Party is required by law or valid subpoena to disclose Confidential Information, it shall promptly notify Disclosing Party and cooperate to seek a protective order or other limitation on disclosure.

INDEPENDENT CONTRACTOR; RECORDS

Service Provider is engaged as an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship. Service Provider shall maintain complete and accurate records of services performed and expenses incurred and shall provide copies to Client upon reasonable request.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

LIMITATION OF LIABILITY; INDEMNITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, or punitive damages. Each party shall indemnify and hold harmless the other from third-party claims arising from its breach of this Agreement, negligent acts, or willful misconduct.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information below by hand, certified mail, or recognized courier service and shall be deemed given on the date of delivery.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any right or remedy shall be effective unless in writing signed by the waiving party.

The parties acknowledge that confidentiality obligations under this Agreement shall survive termination for a period of three (3) years, or longer if required by applicable law for certain corporate or statutory records.

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