Corporation Formation Agreement

In this agreement ("Agreement") "you" and "your" refer to each client, "we", us" and "our" refer to Nationwide Incorporators, its contractors, agents, employees, officers, directors and affiliates (hereinafter "NI"), and "Services" refers to the services provided by us. This Agreement explains our obligations to you and your obligations to us as they relate to the Services. By using the Services under this Agreement, you acknowledge that you have read and agree to be bound by all terms and conditions of this Agreement and any pertinent rules or policies that are or may be published by us. You acknowledge that you are over eighteen years of age, or have otherwise reached the age of majority in your state.

CORPORATE NAME

Pursuant to this Agreement, NI will perform a preliminary, non-binding name availability search to determine whether the corporate name you have chosen is already in use by another corporation in your selected state. If your selected corporate name is not available, NI will then (in the order of preference listed by you in your application) search the alternate corporate names you have provided until the search results yield a corporate name that is available. In the event that you do not include the proper corporate ending (e.g., "Inc.," "Corp.," or "Corporation") NI will add the "Inc." suffix if required by your chosen state. You agree that you are responsible for the spelling of the corporate name(s) you have provided. You agree that you have double-checked that the proposed corporate name(s) provided by you are spelled exactly as you desire and contain the exact punctuation to be included or excluded from your name. To signify "and" in your corporate name, we will use the "&" symbol only if you have used this symbol in your proposed name. Otherwise, we will use "and" spelled out. You understand that this request is not reversible after you submit your request.

In California, we will automatically reserve the first available corporate name in the order of priority listed on your questionnaire as part of our basic incorporation fee. In states outside California, we will reserve the first available corporate name as part of our basic fee under the following circumstances: (i) name reservation procedures are available in your state, and (ii) the procedure available will not unreasonably delay the processing of your articles of incorporation. We will not reserve your corporate name outside of California under the following circumstances due to time delays: (i) If you have requested expedited processing (filing) of your articles of incorporation, or (ii) name reservations can only be done by mail and/or the incorporating agency sends a written name reservation document that must be submitted with the articles of incorporation at the time of filing.

You understand that the final determination of the use of a corporate name is made by the legal department of the state agency only after the articles have been submitted for filing, whether or not a corporate name was reserved. Accordingly, we do not guarantee that your proposed name is available for use as a corporate name in your state. NI is not responsible in any way for reliance on the availability of a corporate name. We urge you NOT to begin using your corporate name for any purpose, whether or not reserved by us with the incorporating agency, until you receive your filed articles of incorporation confirming your right to use such name. In particular, you should not order stationery, business cards, phone book listings, signs or incur any other expense using your corporate name until AFTER receipt of your filed articles.

In the event that your preferred corporate name is unavailable and you wish to terminate the incorporation process, your sole remedy will be limited to the fees paid to NI. See the REFUNDS AND CREDITS section below for more details.

There are several ways in which rights to use a particular business name may be acquired. These include common law rights, trademark or trade name rights, and rights arising from filing a fictitious business name statement (sometimes called a "trade name statement"). You understand and agree that the filing of articles of incorporation provides only the exclusive right to use such name as your corporate name in your filing state. We cannot, and do not, check to determine whether the corporate name you select, or the use you make of the corporate name, infringes the legal rights of others, arising from another method of acquiring name rights, to use the identical or substantially similar name in business.

For these reasons, you agree that, if the registration or reservation of your corporate name is challenged, or if a dispute arises with any third party over the right to use such name as your corporate or business name, you will indemnify and hold us harmless and defend us against any such claim.

REFUNDS AND CREDITS; DISCLAIMER OF WARRANTIES

If for any reason you decide after submission of your service request not to have us process your incorporation, if NI has not initiated processing of your order, NI will retain a $15 processing fee and will refund the remainder of the fees paid to NI. In the event NI has initiated the processing of your service request, then NI will retain a $50 processing fee, and will refund the remainder of the fees paid to NI, less any fees paid to the Secretary of State or other governmental agency and any fees incurred with our corporate supply company for your corporate kit. If NI makes an error, we will undertake reasonable efforts to cure and amend any necessary documentation, or will refund the fees paid to NI (and possibly to the applicable state entity) at the sole discretion of NI. With the exception a problem resulting from the sole error of NI, at no time will any fees paid to the Secretary of State or third party service provider be refunded to you.

If for any reason your service request is unreasonably delayed, destroyed, misplaced, or otherwise missing, NI WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR COMPENSATORY DAMAGES. YOUR SOLE REMEDY WITH NI WILL BE A COMPLETE REFUND OF ANY AND ALL FEES PAID TO NI FOR OUR SERVICES.

Estimated processing times for both normal and expedited processing of articles are based on the most current information provided to us by each state. These processing times are estimates only and may be delayed in times of heavy volume, holidays, or other circumstances beyond the control of NI. For these reasons, we do not guarantee that services will be completed in the time estimated. In the event that your service request is not completed on time, your sole remedy will be limited to a refund of any additional fees paid for the expedited processing of your order.

An order is placed at the time it is submitted to NI via the Internet, telephone, facsimile or mail and NI has received the required payment for the services requested. NI customarily prepares articles and sends them to the Secretary of State for processing within 1 business day of the date an order is placed. No modification may be made to your articles of incorporation after NI has submitted them for filing to the Secretary of State. NI will accept modifications for internal documents or optional services prior to the preparation of such document or performance of a requested optional service upon prior authorization. Following receipt of prior authorization, a modification to the order is valid only after NI receives a signed, written request from you via facsimile.

LEGAL OR FINANCIAL ADVICE AND REPRESENTATION

The materials in this Web site contain information of general application. While the information has been thoroughly researched by our legal staff and is believed to be accurate, it necessarily cannot address the laws of each individual state nor federal tax, securities or other laws that may impact the formation of your corporation. Additionally, the fluid nature of laws and their continuing change and differing interpretations precludes NI from offering legal advice. Accordingly, the information provided on this Web site is not intended to replace the advice of an attorney.

In completing and submitting our incorporation questionnaire, you agree that you will be acting as your own attorney. NI completes information on the required forms and other corporate documents based on the information you have provided to us. By providing you with this service, you understand and agree that no attorney-client relationship is or will be formed between you and NI, and none is intended or implied.

FEES, PAYMENT, AND ACCOUNT INFORMATION

As consideration for the services you have selected, you agree to pay us the applicable service fees. All fees payable hereunder are nonrefundable except as provide above. As further consideration for the Services, you agree to: (1) provide certain current, complete and accurate information about you as required by the application process and (2) maintain and update this information as needed to keep it current, complete and accurate. All such information shall be referred to as account information ("Account Information").

You hereby grant us the right to disclose to third parties such Account Information as is necessary in order to complete the forms or documents required to provide the services requested by you. For more information about the information we provide to third parties, please refer to our Privacy Policy.

AUTHORIZED SHARES

If you request authorized shares in your Articles of Incorporation that exceed the maximum number of shares permitted by the selected filing state for the minimum filing fee, you are solely responsible for any and all additional fees incurred at any time. If your payment for services does not include the additional filing fee required by your state based on the number of authorized shares you requested, we will either contact you to obtain the additional fee due, or reduce the number of authorized shares requested and/or adjust the par value for the shares as required to stay within the minimum filing fee.

POST-INCORPORATION REQUIREMENTS

NI is not responsible for advising or reminding you of any requirements or obligations, including, but not limited to any annual reports or taxes due. If your state requires the publication of your articles following your incorporation NI will process and pay for such publication if we collected this fee from you. Except as provided below, NI's involvement in your corporation terminates at the time your corporate kit is delivered to you with all completed documents. If your particular state has requirements, within ninety (90) days of incorporating, for publication of your articles or the processing of any other post-incorporation forms, such as your Initial Report, and these post-incorporation services were included as part of your incorporation and any applicable fee(s) were paid by you, then NI will handle all such post-incorporation requirements for you. Any requirements or obligations for the maintenance of your corporation thereafter are NOT the responsibility of NI and are the sole responsibility of you.

MODIFICATIONS TO AGREEMENT

You agree that we may revise the terms and conditions of this Agreement and change the services provided under this Agreement. Any such revision or change will be binding and effective immediately upon posting the revised Agreement or change to the service(s) on our Web site, or on notification to you by email or regular mail. You agree to review our Web site, including this Agreement, periodically to be aware of any such revisions. You agree that, by continuing to use our Services following notice of any revision to this Agreement or change in service(s), you abide by any such revisions or changes.

LIMITATION OF LIABILITY

You agree that our entire liability, and your exclusive remedy, with respect to any Services(s) provided under this Agreement and any breach of this Agreement is solely limited to the amount you paid for such Service(s). NI shall not be liable for any direct, indirect, incidental, special or consequential damages resulting from the use or inability to use any of the Services or for the cost of procurement of substitute services. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, our liability is limited to the extent permitted by law.

NI disclaims any and all loss or liability resulting from, but not limited to: (1) loss or liability resulting from access delays or access interruptions; (2) loss or liability resulting from data non-delivery or incomplete delivery; (3) loss or liability resulting from acts of God; (4) loss or liability resulting from errors, omissions, or misstatements in any and all information provided under this Agreement.

INDEMNITY

You agree to release, indemnify, and hold us, our contractors, agents, employees, officers, directors and affiliates harmless from all liabilities, claims and expenses, including attorney's fees, of third parties relating to or arising under this Agreement, the Services provided hereunder or your use of the Services, including without limitation infringement by you of any intellectual property or other proprietary right of any person or entity, or from the violation of any other operating rules or policy relating to the service(s) provided. If NI is threatened with suit by a third party, we may seek written assurances from you concerning your promise to indemnify us. Your failure to provide those assurances may be considered by us to be a breach of your Agreement.

SEVERABILITY

In the event that any of the provisions of this Agreement are held to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect. You agree that this Agreement amounts to the complete and exclusive agreement between you and us regarding our Services. This Agreement supersedes any prior agreements and understandings, whether established by custom, practice, policy or precedent.

GOVERNING LAW

This Agreement is entered into in the state of California and shall be construed in accordance with the laws of California, exclusive of its choice of law rules. Each party to this Agreement submits to the exclusive jurisdiction of the State and Federal Courts having jurisdiction in the County of Los Angeles in the state of California, and waives any jurisdictional, venue, or inconvenient forum objections to such courts.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between you and NI and supersedes any prior agreement, whether oral or written, between you and NI.