Agreement for Cloud Peak Law, LLC in Delaware
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Thank you for deciding to use the above entity (the "Registered", "us", "we") as the professional registered agent for your business ("Business Entity", "you").
This letter addresses the nature and scope of Registered Agent's duties to you and your duties to Registered Agent. This letter also serves as an Engagement Agreement between the Registered Agent and you. By accepting this Engagement Agreement, you expressly acknowledge the information contained on Registered Agent website is general in nature and is not warranted to be applicable to your individual circumstances. The information is not intended to give advice on your specific situation and in no way is to replace the need for qualified professional help. We advise you in the strongest terms possible to seek qualified professional help before deciding upon any course of action.
Every state in the nation allows for the creation of business entities such as a corporation, partnership, or limited liability company. However, because the business entity is not a real person and may not have a physical location in the state of formation, each state requires that a person or entity with a physical presence in the state be named as the registered agent to accept service of process for that business entity.
Responsibilities of the Registered Agent: So long as the Registered Agent always knows your location and how to contact you, the Registered Agent will notify you within 72 business hours after receipt of any legal process received by Registered Agent in which your Business Entity has been named a party. The pertinent documents will be forwarded to you at the e-mail address you have provided for electronic delivery or through your Client Portal with email notification.
The Registered Agent's duties do not include answering or in any manner getting involved with any court or litigation. The Registered Agent provides you with the notification, and once you receive the documents from the Registered Agent's office, it is your responsibility to respond or otherwise proceed with the lawsuit. If you have not provided the Registered Agent with a valid email address for you, the Registered Agent's contractual obligation to notify you is null and void, and the Registered Agent has no further responsibility to notify you in any way.
Any service of process or official documents sent to Registered's address for your Business Entity will be opened, scanned, and deposited in your Client Portal without prior notification.
It is your responsibility to maintain a current email address on file with us.
If we do not have your email address or the email address you have provided is invalid, we may, but are under no obligation to mail the documents to the address that you have supplied to us in your contact information and charge you an additional fee.
Responsibilities of Client: For the Registered Agent to adequately perform the duty of immediate notification of service of process, and to comply with the laws of the Business Entity's state of formation, it is important that you always keep Registered Agent informed of the current contact information for your Business Entity. You agree to keep us up to date with your contact information, including:
Basic Fee: Registered Agent will charge Business Entity an annual fee for acting as Business Entity's Registered Agent. This fee is due and owing on the anniversary date of the initial date on which we are named as Registered Agent for the Business Entity. Registered Agent will notify you of the impending annual fee in advance of each anniversary date by sending one or more emails to the email address you provided. In these email(s), you will be asked to complete a form on which you will provide Registered Agent with any change of address, contact information, and payment method on file for Business Entity. Unless you terminate our services in advance of the anniversary date, we will charge the payment method on file for Business Entity for an additional year of registered agent services at the then current rate. If the annual fee is not received, including for failures due to failure of the payment method on file, within fifteen (15) days of the anniversary date of your Business Entity, we reserve the right to resign as Registered Agent. This provision, without any additional notice requirement, will constitute sufficient notice to terminate this Engagement Agreement. Under the laws of the Business Entity's state of formation, the absence of a registered agent may place your company in noncompliance with state law and may cause your Business Entity to be administratively dissolved.
Additional Services: Registered Agent or its affiliates may provide Business Entity or its affiliates with additional services from time to time. Additional services may include, but are not limited to, virtual office services, document services, legal services, notary services, and filing services. Any additional services provided by Registered Agent or its affiliates will be subject to and controlled by separate agreements for those additional services. The Business Entity agrees that the Registered Agent's liability for default under any agreement for additional services will have no effect on Business Entity's obligations under this Engagement Agreement and a default by Registered Agent or its affiliates under any agreement for additional services will not constitute a default under this Engagement Agreement.
You also expressly agree Registered Agent may cancel your registered agent service at any time for any unpaid amounts regardless of whether such unpaid amounts are directly related to registered agent services or any additional services for which Registered Agent or an affiliate performed the work and not been paid.
Right to Terminate Engagement: You have the right to terminate the Registered Agent's services at any time by providing notice to Registered Agent in writing. If you terminate Registered Agents services, you will be responsible for the services performed and other charges incurred through the date of the Registered Agent's receipt of the termination notice. Registered Agent has the right to terminate its services upon providing fifteen (15) days written notice to you if it is discovered that you have not given the Registered Agent valid and accurate information, or if the annual fee has not been paid when due, or for any reason, or no reason at all.
Limitation of Liability: Business Entity acknowledges that Registered Agent will be providing ministerial services and the fees Registered Agent charges for performing these services are nominal in amount. Accordingly, the Business Entity agrees that the Registered Agent's liability for default under this agreement or the Registered Agent's negligent or tortious conduct in connection with this Engagement Agreement is limited to refunding to the Business Entity the fee paid by the Business Entity to the Registered Agent under this Engagement Agreement for the then current term and the immediately preceding term. In no event will the Registered Agent be liable for consequential, incidental, or punitive damages.
Consent to Engagement: To protect you against incurring any unnecessary charges, Registered Agent will not commence providing services until we receive payment of the initial fee from Business Entity.
Business Entity authorizes Registered Agent, to serve as the registered agent for Business Entity. The individual accepting and agreeing to the terms of this Engagement Agreement on behalf of Business Entity ("Representative") represents to the Registered Agent that he or she has full authority to act on behalf of the Business Entity. Representative acknowledges that the contents of this Engagement Agreement are understandable and agree to the terms set forth therein.
If you dispute any charge we make to your credit card or other form of payment, then please consider this our notice that we will immediately resign as your registered agent. Before disputing any charge, we request that you contact Registered Agent via phone or email to discuss the reason for your dispute. We will try our best to rectify the situation. Disputing a charge on completed services will be considered a breach of this Engagement Agreement and grounds for the immediate termination of our relationship. We also reserve the right to dissolve the company without warning.
Corporations: Every Corporation is required to list the share type, count, and par value on the order form. If nothing is entered on the order form, then we will list 1,000,000 Common Shares at 0.0001 par value. To avoid this default entry, please be sure to check the order from carefully before submission.
Continuance Filings: If you retain us to file a Continuance for Business Entity, then we will sign as a Nominee Manager or Officer for the purpose of keeping your information private. Registered Agent's authority as Nominee Manager or Officer exists solely for the purpose of signing said documents on Business Entity's behalf, with said authority terminating immediately upon completing the task.
Refund Policy: If you contact us prior to your Business Entity being formed, then you may receive a refund. However, after the company has been formed we will not issue a refund because your contracted services will have been rendered.
EINs: We will refund half of the amount paid for an EIN after the SS4 has been sent to us. However, we will not issue a refund after the EIN has either a) been obtained online or b) the SS4 has been faxed into the IRS.
Electronic Signature Agreement. By selecting the "Sign Documents" button, you are signing this Agreement electronically. You agree your electronic signature is the legal equivalent of your manual signature on this Agreement. By selecting "Sign Documents" you consent to be legally bound by this Agreement's terms and conditions. You further agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act/action, or in accessing or making any transaction regarding any agreement, acknowledgement, consent terms, disclosures or conditions constitutes your signature (hereafter referred to as "E-Signature"), acceptance and agreement as if actually signed by you in writing. You also agree that no certification authority or other third party verification is necessary to validate your E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your E-Signature or any resulting contract. You also represent that you are authorized to enter into this Agreement for all persons who own or are authorized to access any of your accounts and that such persons will be bound by the terms of this Agreement. You further agree that each use of your E-Signature constitutes your agreement to be bound by the terms and conditions of your use of our services.
If you have any questions regarding this Engagement Agreement, please do not hesitate to call and discuss it with us.