State Business Registration

STATE BUSINESS REGISTRATION

Business Name:   DBA (if any):

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

State of Formation:   Effective Registration Date:

RECITALS

WHEREAS, Registrant is the entity identified above and seeks formation, qualification or registration to conduct business under the laws of the state specified above; and

WHEREAS, Registration Agent is duly authorized to prepare, submit and manage formation, qualification and registration filings with the appropriate state authorities and to perform related administrative tasks on behalf of Registrant; and

WHEREAS, the parties desire to set forth the terms and conditions under which Registration Agent will perform registration services and Registrant will remit payment.

SCOPE OF WORK

Registration Agent shall perform the following services on behalf of Registrant in accordance with applicable state law and standard professional practice:

Services shall include preparation and filing of formation or qualification documents, preparation of initial statutory filings, designation of registered agent services, preparation of required notices, and reasonable follow-up correspondence with state authorities. Additional services beyond those described shall require prior written agreement and may incur additional fees.

PAYMENT TERMS

All fees are due in accordance with the Payment Schedule. Registrant shall reimburse Registration Agent for governmental filing fees, expedited processing fees and reasonable third-party costs incurred in connection with services rendered. Failure to remit undisputed amounts within the time specified shall permit Registration Agent to suspend services and to charge the Late Fee set forth above on overdue balances until paid in full.

TERM AND TERMINATION

Term Commencement Date: .

Termination Date (if applicable): .

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for a period of days after written notice. Termination shall not relieve Registrant of obligations to pay fees and expenses incurred prior to termination.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information and documents received from the other party that are identified as confidential or that a reasonable person would understand to be confidential. Confidential information does not include information that: (a) is or becomes publicly known through no fault of the receiving party; (b) is rightfully received from a third party without restriction; or (c) is independently developed by the receiving party. The receiving party may disclose Confidential Information as required by law, provided it gives the disclosing party prompt notice and cooperates in any protective action.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles. Venue for any dispute shall be in the state or federal courts located in that state, to the extent permitted by law.

LIMITED REPRESENTATIONS; INDEMNIFICATION

Registrant represents that the information provided to Registration Agent is true, complete and accurate. Registrant shall indemnify and hold Registration Agent harmless from and against any claims, losses or liabilities arising from Registrant's false statements, omissions or failure to comply with applicable law, except to the extent caused by Registration Agent's gross negligence or willful misconduct.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments incorporated herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the parties at the addresses set forth above or at such other address as either party designates by written notice. Notice is effective upon personal delivery, delivery by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

CERTIFICATION

By signing below, Registrant certifies under penalty of perjury that the information provided in this Registration and any attachments is true, correct and complete to the best of Registrant's knowledge, and that Registrant is authorized to execute this Agreement on behalf of the business entity identified herein.

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