Business Incorporation Services Agreement

1.1. The Firm agrees to provide the following legal services under the selected package:

Essential Package ($2,000.00):

• a. Initial 50-minute consultation
• b. Business name availability search
• c. Articles of Incorporation or Organization
• d. Bylaws (corporations) or Operating Agreement (LLCs)
• e. Incorporator / Organizational Meeting Minutes
• f. State filing coordination

Professional Package ($4,000.00): All Essential Package services, plus:

• g. EIN registration with the IRS
• h. Multi-member Operating Agreement
• i. Banking resolution letter
• j. Customized Bylaws
• k. S-Corp election advisory (informational only; not tax advice — consult a CPA)
• l. Partnership agreement drafting (GP, LP, or LLP, as applicable)
• m. Multi-entity structuring advice
• n. Shareholder, Member, or Partnership Agreements

Enterprise Package ($8,000.00): All Professional Package services, plus:

• o. Trademark name clearance search (database only; not a legal opinion or guarantee of availability)
• p. One trademark clearance memorandum (Phase Two): comprehensive clearance search of the USPTO database, state trademark registries, and common-law sources, culminating in a written legal memorandum assessing registrability. No USPTO application is included. If Client elects to proceed with a USPTO application after receiving the memorandum, Phase Three is available as a separate engagement at $1,500 (standard TEAS filing, $350 per class). USPTO filing fees are paid directly to the USPTO and are the sole financial responsibility of the Client.
• q. 90-day post-formation legal support (as further defined in the concurrently executed Engagement Letter — Enterprise Package only)

1.2. Registered Agent Services (US Entities Only). The Firm does not directly provide registered agent services. The Firm arranges registered agent services through its own SuiteSpace account. SuiteSpace utilizes Murrell Law as its Florida-based registered agent — a law firm whose staff are present during normal business hours as required by state law. Registered agent service is available only for entities formed in the United States. For Essential and Professional Package clients who elect registered agent service, the cost is $50.00/year per entity, billed annually to Client as a separate subscription; this fee is not included in the package fee. For Enterprise Package clients, registered agent service is included in the Enterprise Package fee with no separate charge to the Client.

1.2.1. Mail Handling and Forwarding. The registered agent service includes receipt of legal and official mail on behalf of the entity and notification to Client upon receipt. Physical forwarding of mail to Client is not included in the annual fee. Each time mail is received, Client will be offered the option to have the item forwarded. If Client elects forwarding, Client will be charged the actual postage cost plus a $3.99 per-item administrative fee. Forwarding is entirely optional; Client may alternatively arrange pickup or instruct the Firm to scan and transmit the document electronically where feasible.

1.3. Virtual Office Services (US Entities Only). The Firm arranges virtual office address services through SuiteSpace for US-formed entities only. A virtual office provides a professional business mailing address and mail handling services without a physical office lease. For Essential and Professional Package clients who elect virtual office service, the cost is $99.99/month per entity, billed directly to Client as a separate monthly subscription; this fee is not included in the package fee. Client will receive a separate enrollment link after signing this Agreement. For Enterprise Package clients, virtual office service is included in the Enterprise Package fee with no separate charge to the Client. The virtual office service includes receipt of business mail on behalf of the entity and notification to Client upon receipt. Physical forwarding of mail to Client is not included in the monthly fee. Each time mail is received, Client will be offered the option to have the item forwarded. If Client elects forwarding, Client will be charged the actual postage cost plus a $3.99 per-item administrative fee. Forwarding is entirely optional; Client may alternatively arrange pickup or instruct the Firm to scan and transmit the document electronically where feasible.

1.4. Services are limited to the formation of a single business entity unless otherwise agreed in a separate written addendum signed by both parties. Business formation decisions carry significant tax consequences that vary based on each client's individual circumstances. Client is strongly encouraged to engage a licensed CPA, enrolled agent, or other qualified tax professional to review the tax implications of their chosen entity structure, ownership arrangement, and compensation plan before and after formation. Nothing in this Agreement or in any communication from the Firm constitutes tax advice. This Agreement does not cover ongoing legal representation, litigation, tax advice, regulatory licensing, intellectual property prosecution, employment matters, or any services beyond those expressly listed above. Any work outside the scope of this Agreement will require a separate written engagement agreement and additional fees.

2.1. The flat fee for the selected package is payable in full prior to commencement of services. This fee covers all attorney time and Firm overhead for the services described in Section 1. State filing fees, federal filing fees, third-party search fees, expedite fees charged by state agencies, and any other government or third-party costs are not included and are the sole financial responsibility of the Client.

2.2. The flat fee is non-refundable once the Firm has commenced work on the matter. Commencement of work shall be deemed to occur upon the Firm's first substantive action taken on behalf of the Client, including but not limited to conducting a name availability search, drafting any formation document, or communicating with any government agency. If the Client terminates this Agreement before commencement of work, the Firm will refund the fee in full less a $250.00 administrative processing and review fee.

2.3. Incorporation package fees are invoiced through the Firm's billing system and are payable by credit card, ACH bank transfer, or wire transfer. The Firm will issue an invoice to Client's email address within one (1) business day of execution of this Agreement. Payment is due within seven (7) calendar days of invoice issuance unless otherwise agreed in writing.

2.4. For any state or federal filing fees or other amounts that become due and payable under this Agreement after the initial invoice, the Firm will issue a separate invoice. Client consents to payment of such invoiced amounts within five (5) business days of receipt of the invoice.

2.5. The Firm reserves the right to suspend or terminate services if Client fails to provide required information or fails to pay any outstanding state or federal filing fees within ten (10) days of written notice.

3.1. Each package includes one (1) complimentary 50-minute kickoff consultation with Attorney Carl G. Hawkins, Esq. (the "Kickoff Consultation"). The Kickoff Consultation is scheduled through the Firm's online booking system (the "Scheduling System") following execution of this Agreement and receipt of payment.

3.2. Cancellation and Rescheduling Policy. The following policy governs scheduling of the Kickoff Consultation:

• a. The Firm requires at least twenty-four (24) hours' notice to cancel or reschedule the Kickoff Consultation. Cancellations made with more than twenty-four (24) hours' notice may be rescheduled at no additional charge.
• b. Cancellations made with less than twenty-four (24) hours' notice may be rescheduled one (1) time at the Firm's sole discretion at no additional charge. The Firm will notify Client of its election in writing.
• c. Failure to attend the scheduled appointment without prior notice ("No-Show") will result in forfeiture of the 50-minute Kickoff Consultation included with Client's Incorporation Package. Client may reschedule a forfeited session for a discounted consultation fee of $200.00, payable at the time of rebooking.

3.3. No additional monetary charges beyond those described in Section 3.2.c. are assessed under this Section.

4.1. Client agrees to provide accurate, complete, and truthful information necessary for formation; respond to Firm communications within five (5) business days; pay all state and federal filing fees directly or reimburse the Firm within five (5) business days of invoice; notify the Firm in writing of any changes to the proposed business structure, ownership, or purpose before filing; and review and approve all draft documents within ten (10) business days of delivery. The Firm shall not be liable for delays caused by Client's failure to meet these obligations.

4.2. Client Communication Obligations. The Firm's ability to perform the services described in this Agreement is materially dependent upon the Client's active and timely cooperation. Client acknowledges that effective communication is essential to the attorney-client relationship and agrees to:

• a. Maintain a current and active email address and telephone number on file with the Firm;
• b. Promptly notify the Firm of any change in contact information;
• c. Respond to all Firm inquiries, requests for information, or requests for document approval within five (5) business days; and
• d. Communicate with the Firm in a professional and respectful manner at all times.

4.3. If Client fails to respond to three (3) consecutive communications from the Firm over a period of thirty (30) calendar days, the Firm reserves the right to suspend work on the matter and, at its sole discretion, terminate this Agreement upon written notice. In the event of such termination, fees paid shall be non-refundable to the extent work has been commenced, as set forth in Section 2. The Firm shall not be responsible for missed deadlines, lapsed filings, or adverse outcomes resulting from Client's failure to communicate in a timely manner.

5.1. This Agreement establishes a limited-scope attorney-client relationship solely for the services described in Section 1. The Firm's representation terminates upon delivery of the completed formation documents and filing confirmation, unless the parties enter into a separate written engagement agreement for ongoing representation. The Firm does not represent the Client in any matter not expressly covered by this Agreement. Nothing in this Agreement creates an obligation for the Firm to accept any future engagement from the Client.

6.1. The Firm will maintain the confidentiality of all information provided by the Client in accordance with the Florida Rules of Professional Conduct, the District of Columbia Rules of Professional Conduct, and applicable attorney-client privilege. Client acknowledges that the Firm may be required to disclose information pursuant to a valid court order, subpoena, or applicable law, and that such disclosure shall not constitute a breach of this Agreement.

7.1. THE FIRM MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE APPROVAL, PROCESSING TIME, OR OUTCOME OF ANY STATE OR FEDERAL FILING. The Firm will exercise professional judgment and diligence in preparing and submitting all documents but expressly disclaims any liability for delays, rejections, or adverse outcomes caused by state agencies, the IRS, third-party service providers, or changes in applicable law. Past results do not guarantee future outcomes.

8.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FIRM'S TOTAL LIABILITY TO CLIENT FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO THE FIRM UNDER THIS AGREEMENT. IN NO EVENT SHALL THE FIRM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF DATA, EVEN IF THE FIRM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2. Nothing in this Section shall limit liability for the Firm's own fraud, willful misconduct, or gross negligence, or for any liability that cannot be limited under applicable law or the Florida Rules of Professional Conduct.

9.1. Client agrees to indemnify, defend, and hold harmless the Firm, its members, employees, agents, and representatives from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• a. Client's breach of any representation, warranty, or obligation under this Agreement;
• b. Any inaccurate or incomplete information provided by Client;
• c. Client's use or misuse of any formation documents delivered under this Agreement; or
• d. Any third-party claim arising from Client's business operations.

10.1. Any dispute, controversy, or claim arising out of or relating to this Agreement, its breach, termination, or validity, shall be resolved exclusively through binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator with experience in legal services or business law. The seat of arbitration shall be St. Johns County, Florida. The arbitration shall be conducted in the English language. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

10.2. Notwithstanding the foregoing, either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration. The costs of arbitration, including arbitrator fees, shall be allocated by the arbitrator in accordance with the AAA rules. Each party shall bear its own attorneys' fees unless the arbitrator determines that a party's claim or defense was frivolous or brought in bad faith.

10.3. CLIENT ACKNOWLEDGES THAT BY AGREEING TO ARBITRATION, CLIENT IS WAIVING THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING.

11.1. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. For any matter not subject to arbitration under Section 10, or for the purpose of enforcing an arbitration award, the parties irrevocably consent to the exclusive personal jurisdiction and venue of the state and federal courts located in St. Johns County, Florida. Client waives any objection to the laying of venue in such courts and any claim that such courts are an inconvenient forum.

12.1. Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, government action or inaction, civil unrest, cyberattacks, or failures of third-party service providers or government agencies. The affected party shall provide prompt written notice of the force majeure event and shall use commercially reasonable efforts to resume performance as soon as practicable.

13.1. If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or severed from this Agreement if modification is not possible, and the remaining provisions shall continue in full force and effect.

14.1. No waiver by either party of any breach or default of any provision of this Agreement shall be deemed a waiver of any subsequent breach or default, and shall not affect the other terms of this Agreement. A waiver is only effective if made in writing and signed by the waiving party.

15.1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior negotiations, representations, warranties, and understandings of the parties. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless made in writing and signed by both parties. Electronic acceptance constitutes a valid and binding signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Florida Electronic Signature Act.