See Contact US for telephone #'s
THIS AGREEMENT is made and entered into this _____________day of ______________ 2024, by and between Inc Legal Services, a Nevada corporation, (hereinafter referred to as "ILS") and, ________________________________a Nevada corporation, (hereinafter referred to as "CLIENT") being represented herein by __________________________________, who is or acts as the sole representative of a majority of the shareholders of the Corporation, pursuant to Shareholder Resolution, duly adopted, attached hereto and made a part hereof by reference:
WHEREAS: ILS is in the business of offering its services to nominate/appoint a Director(s) to U.S. Corporations and;
WHEREAS, CLIENT desires the services that ILS offers, CLIENT does hereby nominate, authorize and appoint ILS, to appoint a Director for the CLIENT, and ILS agrees to accept such appointment under the following terms and conditions.
NOW THEREFORE: ILS and CLIENT agree as follows:
A. Term: That the ILS appointed Director shall act as the Director on behalf of CLIENT for a period of one year, commencing upon the date of the execution of this Agreement and continuing until the anniversary date of this Agreement. This Agreement may be renewed or extended by the adoption of a Shareholder Resolution, adopted by a majority of the shareholders of CLIENT and presented in writing, to ILS, within thirty (30) days of the expiration of the original term of this Agreement, or any extensions thereof. This Agreement may be terminated unilaterally, by either party hereto, upon delivery of a thirty (30) day written notice of unilateral termination to the other party hereto by certified mail, sent to the address of record, as hereinafter defined. Unilateral termination shall not give rise to a return of any fees paid to ILS, as hereinafter described.
B. Compensation: CLIENT hereby agrees to pay ILS a base fee of Two-Hundred and Fifty ($250.00) United States Dollars for its services as Director for the initial one year term of this Agreement. (Ordinary services are described in Section C1and C2. Services performed pursuant to sections C3 - C5 and any other services required or requested by CLIENT, shall be termed as extraordinary services.) The performance of extraordinary activities performed by ILS, upon request and on behalf of CLIENT, are subject to a US$35 signing/processing fee and/or a US$65 hourly fee or legal review as required $125 per hour, unless otherwise agreed to in writing between the parties hereto. For each renewal or extension period of this Agreement, ILS shall notify CLIENT, in writing, thirty (30) days prior to the expiration date, of any fee increase it will require for the renewal or extension period.
C. Duties: The services that may be performed by the Director shall include, but are not limited to the following;
1. to prepare and submit all governmental & regulatory filings and reports on a timely basis;
2. to exercise discretionary authority under parameters described and defined by the CLIENT, which may be required from time to time;
3. to monitor, (at CLIENT's specific request) banking and financial accounts and activities, resolving discrepancies as necessary;
4. to perform any lawful, extraordinary activities as required by the CLIENT from time to time, and;
5. to undertake any other reasonable action to ensure legal and sound operation of CLIENT.D. Warranties: ILS fully warrants the confidentiality and actions of its officers and employees in conjunction with its services of the Director of CLIENT. Further, the Directors, Officers, and Shareholders of CLIENT agree to hold harmless and indemnify the Director for all actions undertaken on behalf of CLIENT in conjunction with this Agreement for services, save for actions of fraud and deceit.
E. Taxes: CLIENT acknowledges and recognizes that even though there is no tax on corporate income in the State of Nevada, all income of CLIENT is subject to the reporting requirements of the Internal Revenue Code as amended. CLIENT acknowledges and agrees to furnish the Director with a copy of the cover page of the annual corporate tax return. If CLIENT elects to have the Director sign the returns they must be received and ready for signature and filing no later than March 1st of each calendar year.
F. Annual Minutes: CLIENT acknowledges and agrees to provide ILS with completed annual minutes within fifteen (15) days of the incorporation anniversary date. If CLIENT desires ILS to prepare the annual minutes the fee for this service will be $100.00. In the event CLIENT fails to provide annual minutes within fifteen (15) days of the incorporation anniversary date, CLIENT authorizes ILS to prepare the annual minutes and an automatic fee of $100.00 will be charged to CLIENT's account.
G. Statement of Conditions: Annually, at anniversary, CLIENT agrees to provide the DIRECTOR with a Statement of Conditions, no financial data needs to be included. The statement should be dated as of the end of the fiscal year and directed to the Board of Directors on Corporate letterhead and signed by the General Manager affirming that the Corporation has operated in accordance with corporate law as set forth by the statutes of the State of Nevada. However, and at the same time, CLIENT agrees to advise the DIRECTOR of any adverse condition which may impact unfavorably on the Corporation, i.e., notices of intent to sue, liens, judgments, etc., as soon as is practicable once the situation becomes known.
Accordingly, CLIENT will, at anniversary, advise the DIRECTOR of the name of the individual who is to be designated "General Manager" for the ensuing year. The General Manager for the first year of this contract shall be: (Name and address) _________________________________________
H. Integration: The making, execution and delivery of this Agreement by the parties hereto has been induced by no representations, statements, warranties or agreement other than those herein expressed.
I. Entire Agreement: This Agreement embodies the entire agreement and understanding of the parties hereto and unless expressly stated herein, there are no further or other agreements, written or oral, in effect between the parties hereto relating to the subject matter of this Agreement.
J. Modification only in Writing: This instrument and the agreements contained herein may be amended or modified only by written document, form time to time and signed by the party to be charged.
K. No Relationship Created: Nothing herein shall be deemed or construed to create a partnership, trust or joint venture between the parties hereto and each party is an independent contractor. The parties hereto agree (i) that ILS is neither an agent nor an employee of CLIENT and may not be construed as such by reason of this Agreement and (ii) that CLIENT is not an agent or employee of ILS.
L. Supplementary Instruments: CLIENT shall, upon request of ILS, duly execute and deliver to ILS any instruments or documents and do all things which are required by counsel to ILS to carry into effect the provisions of this Agreement, including, but not limited to, the execution of separate endorsements, assignments, releases and powers of attorney.
M. Notices: All notices, requests, demands or other communications hereunder shall be in writing and shall be delivered in person or by United States Mail, certified or registered, with return receipt requested, or otherwise actually delivered.
If to ILS, to:
Inc Legal Services
401 S. Frontage Rd Ste C
Pahrump Nevada 89048If to CLIENT, to:
________________________
________________________
________________________or such other addresses as the parties hereto have furnished in writing per the terms of this Agreement.
N. Severability: Whenever possible, each provision of this Agreement shall be incorporated in such manner as to be effective and valid under applicable law but, if any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
O. Assignability: This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. CLIENT shall not assign this Agreement nor any rights hereunder, without limitation, without the prior express written consent of ILS. CLIENT shall not delegate any duty hereunder, without limitation, without the prior written consent of ILS.
1. Respective Successor: In the event of the demise of CLIENT and upon the successful presentation of sufficient documentation or other such verification as described hereunder, ILS shall recognize without prejudice _______________________________________ (hereinafter referred to as "Beneficiary"), as the respective successor of CLIENT.
2. Verification: Beneficiary shall present the following documentation and other such verification as described hereunder to ILS upon the demise of CLIENT for assignment of this Agreement:
_____________________Drivers License_______________________________________________
________________________________________________________________________________
________________________________________________________________________________P. Attorney Fees and Costs: Should any party hereto institute legal proceedings to interpret or enforce any term or provision hereof, then the prevailing party in such action or proceeding shall be entitled to collect from the losing party all costs and expenses incurred in connection with or as a result thereof, including, but not limited to, reasonable attorney’s fees.
Q. Survival: All representations, warranties, covenants and agreements herein contained on the part of CLIENT shall survive the termination of this Agreement and shall be effective until the obligations provided for hereunder are paid and performed in full, or longer, as expressly provided herein.
R. Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to any choice of law provisions. The parties hereto have elected the Courts of the County of Clark as the proper venue for any claims.
S. Abandonment: In the event the renewal fees are not paid for corporate services with the state and ILS has been unable to establish contact with CLIENT through any of the means (postal address, phone listings, e-mail) originally or subsequently provided by CLIENT for a period of one (1) year following the last renewal of this contract, the Corporation shall be deemed "Abandoned". Abandonment shall vest ILS with the right to retain, resign or dissolve the Corporation at its discretion.
T. Reliance: All covenants, agreements, representations and warranties made herein by CLIENT shall, notwithstanding any investigation by ILS, be deemed to be material to and to have been relied upon by ILS and shall survive the execution and delivery of this Agreement.
FURTHERMORE: The Nevada Revised Statutes as currently adopted, allow that the Articles of Incorporation may contain a provision eliminating or limiting personal liability of a Director or Officer of a corporation, or its stockholders, for damages for breach of fiduciary duties, except acts or omissions which include fraud or misconduct. The aforementioned provision shall be incorporated into the Articles of Incorporation of CLIENT.
IN WITNESS WHEREOF: Each party has caused this Agreement, to be executed in its corporate name, on its behalf, by its proper officers, duly authorized, on the day and date set forth above.
Inc Legal Services
________________________________
Name
________________________________
Signature and Date
[for and on behalf of the Director]_________________________(Company)
________________________________
CLIENT's Name
_________________________________
Signature and Date