WHEREAS, the Clients wish to engage DEER CREEK to provide administrative services to the Company with respect to specific activities to be carried out on their behalf; and
WHEREAS, DEER CREEK is willing to provide such administrative services on the terms and subject to the conditions contained in this Agreement;
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
I. Engagement of DEER CREEK. The Clients hereby engage DEER CREEK to provide administrative services to the Company as of the Effective Date.
II. Scope of Standard Administrative Services to the Clients. During the term of this Agreement DEER CREEK shall, upon receiving any necessary Instructions (as hereinafter defined) from the Clients, perform various standard administrative services for the Clients. These services include all the tasks described in subparagraphs a, b, c. d, e, and f, below.
a. Take administrative steps to organize the Company by filing Articles of Organization and any required auxiliary business documents with the Montana Secretary of State and any other appropriate offices of Montana state, local, or county government.
b. Provide a physical address to serve as the principal place of business in Montana for the Company.
c. Forward, retain, or otherwise process the Company’s mail delivered to the Company’s principal Montana place of business, as necessary. This task is subject to the Mail Provisions, below.
d. Serve as registered agent for the Company for purposes of accepting service of process.
e. Keep and maintain the Records (as hereinafter defined) of the Company placed in the
possession of DEER CREEK by Company for that purpose. Maintenance of Company records, other than those reflecting the activities of Deer Creek on behalf of the Company, may be subject to additional charges.
f. Deer Creek and its agents shall employ all lawful and reasonable means and efforts to protect my (our) personal identity and other personal information (such as contact and residence information, financial data, and the like) from disclosure to the public, governmental entities, and private parties. It is understood that Deer Creek may be required to obey subpoenas and/or other lawful commands or requirements to disclose information that is otherwise protected under this paragraph, and any affiliated documents or representations. Reasonable and necessary fees of attorneys, accountants, and
any other professionals consulted in the course of rendering this service shall be the responsibility of the Company.
III. Optional Duties. Subject to the concurrence and agreement of Deer Creek, it may perform additional lawful tasks and duties as it may be instructed in writing by Clients. Such additional duties under this Agreement might include any of the tasks described in the following subparagraphs, and other duties as well. At the present time, only the following listed duties are included in this Agreement:
IV. Compensation.
a. As compensation for its administrative duties hereunder, DEER CREEK will invoice Clients on an annual
basis, and Clients shall pay to DEER CREEK its standard fees in advance, subject to change, every January
1st. Unless notified of termination of this agreement in whole or in part as provided in paragraph X, DEER
CREEK will auto-debit annual renewal fees to the Client’s credit card on file in January of each year.
b. The fee structure of DEER CREEK for the services included in this agreement have been separately
provided to the Clients in writing by email, letter, or other means. Compensation for extraordinary services
requested of DEER CREEK beyond those specifically included in this Agreement shall be separately agreed to by DEER CREEK and Clients.
c. In all events, the Clients shall reimburse DEER CREEK all out of pocket expenses properly incurred in
connection with the discharge of its duties hereunder, including, but not limited to, postage, filing fees, and
extraordinary copying charges. DEER CREEK reserves the right to change its pricing structure for services
for subsequent periods, and to provide notice of the changes to Clients in advance by any reasonable
manner of notice, including, but not limited to, email.
V. Representations and Responsibilities of Officers/Directors. The Officers/Directors of the Company, by and through their representatives, below, hereby represent and warrant:
a. I(we) shall have all the rights and responsibilities of owner/Officers/Directors of the Company, including, but
not limited to, the responsibility to invest capital in the Company, sufficient for their designated purposes,
and payment of any and all applicable taxes, tariffs and fees, if any.
b. Clients agree they will not use the Company or Deer Creek’s services for any unlawful, illegitimate, or
fraudulent purpose, and will at all times conform their conduct to all applicable federal, state, and local laws and regulations. Clients further agree that any use of the Mailbox shall be in conformity with all applicable federal, state, and local laws. If Deer Creek receives any reasonably reliable evidence from anyone that
Clients or Company have in any way violated this sub-paragraph, Deer Creek may at its option, with notice
to the client, immediately and entirely terminate its relationship with Clients. If so, all of Deer Creek's duties
under this and any collateral agreements shall end, and Clients shall forfeit all compensation paid in advance
to Deer Creek. Violations in this subparagraph include but are not limited to, any and all types of written or
oral fraud, misrepresentation, or theft. Any evidence of any such activities by Clients will be disclosed by
DEER CREEK to law enforcement authorities, and doing so shall not be deemed a breach of any
confidentiality obligations of DEER CREEK to clients.
c. Clients have reviewed, and hereby approve, the terms and conditions of the Articles of Organization and the Operating Agreement, if any, for the Company.
d. It is understood that Deer Creek is not an attorney, accountant, or financial advisor, and is not acting as my
(our) attorney-at-law, accountant, or financial advisor in any respect, and Clients are solely responsible for
obtaining such professional consultation and advice with respect to the transactions contemplated in this
document. Deer Creek has not, and cannot advise me (us) about the impact of the laws of this and any other
state or nation concerning the property and activities of the Company that may be affected by this
agreement, or the activities of the Company.
e. That Deer Creek shall have no other duties, responsibilities or authority whatsoever, other than those
described in this document.
f. Absent written instructions from me (us), Deer Creek shall not sell, transfer, assign, or register any vehicles or
other property subject to this agreement to any other person or entity other than the Company, created
under this agreement.
g. All members of the Company must sign this agreement, and it is the duty of every signor to reasonably
promptly obtain the signature of any new member added to the company. Regardless, all Company members
are bound by this agreement, whether or not they sign it.
h. It is understood that Deer Creek will act only on the direction of all signers to this agreement. If less than all
signers are authorized to act for the corporation, then Clients must deliver to Deer Creek a copy of their
operating agreement or other documentation authorizing less than all of them to do so. Further, Deer Creek
will not honor any request for changes to the company or its membership from any person who is not a
signer of this agreement. Any changes to the Company by involuntary action (death, court order, etc.) must
be validated by written documentation.
VI. Non-Exclusivity. DEER CREEK is not a fiduciary to Clients. It may act as administrator or agent of any kind for any other entity or person at any time. Deer Creek shall not be required to share information or disclose to either Company or Clients any fact or thing which may come to its knowledge, except those things necessary to carry out its explicit duties in this agreement.
VII. Instructions.
a. When acting pursuant to Instructions, DEER CREEK shall not be under any duty to make any inquiry as to
the genuineness or authenticity of any such instructions so long as such instructions reasonably appear to
be genuine and authentic.
b. In performing its duties under paragraph II.d., above, if Clients wish to make any change of registered agent
to any third party, you must notify Deer Creek in advance, in writing, of making that change. Otherwise,
Deer Creek shall presume the change was unintended and will automatically change the registered agent
back to Deer Creek.
VIII. Liability and Indemnity. DEER CREEK shall not be liable to any of the Clients for any loss suffered by them in connection with the subject matter of this Agreement unless such loss arises from the fraud, willful default or negligence of DEER CREEK or its agents, officers or employees in the discharge of its functions under this Agreement. Without prejudice to the foregoing, the Clients shall indemnify and keep indemnified DEER CREEK and its agents, officers and employees from and against any and all liabilities, obligations, losses, damages, actions, proceedings, suits, costs and expenses (including without limitation legal expenses) claims and demands (“Liabilities”) which may be suffered or incurred by or asserted against DEER CREEK and its agents, officers and employees arising out of or in connection with the performance of its duties hereunder except as such may be due to the fraud, willful default or negligence of DEER CREEK or its agents, officers or employees, provided always that DEER CREEK shall inform the Clients as soon as reasonably practicable of all claims, letters, summonses, demands or documents which it receives from third parties with respect to the Company. If any action or claim shall be brought against DEER CREEK, its agents, officers or employees in respect of which it appears that an indemnity may be sought from the Clients pursuant to this provision, DEER CREEK, its agents, officers or employees, as the case may be, shall as soon as reasonably practicable provide notice to Clients of such action or claim.
IX. Notice. Any notice to be delivered hereunder shall be sufficiently served if, in the case of written documents, it is delivered by hand or sent by registered mail addressed to the other party concerned at its registered or principal office currently on file with the other party, or in the case of electronic documents, it is sent or otherwise delivered via the internet to the place and in the manner last authorized by the other party.
X. Term of Agreement. The term of this agreement begins on the effective date and continues for one year. The term of this contract shall automatically renew for subsequent one-year periods unless either party gives the other written notice of termination at least thirty (30) days prior to the expiration of the then-current Term. In any event, this contract may be terminated upon thirty days’ notice of termination given by either party to the other.
XI. At the conclusion of this Agreement. Upon conclusion of the parties' relationship under this agreement it is understood that Deer Creek shall be entitled to do one or more of the following: (1) to destroy all paper, and/or electronic records of the Company, or (2) upon written authorization from the Company, and at the expense of the Company, to return all paper documents or copies to the Company. If the Company fails to make a written election, and to make payment for return, the documents are subject to being destroyed 30 days after notice to the company of termination of the relationship.
XII. Assignment. This Agreement may not be assigned by any Client without the prior written consent of Deer Creek. It is understood that Deer Creek may assign its performance of this agreement in whole or in part, but that Deer Creek shall not be excused from its duties under this agreement by assigning it.
XIII. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Montana and each of the parties hereto irrevocably submit to the exclusive jurisdiction of the courts of the State of Montana as to any matter or claim relating to this Agreement.
XIV. Mail Provisions. Each company or other entity may complete a separate United States Postal Service Form 1583 ("Form 1583") to be authorized for individual mailbox services through Deer Creek. Client’s failure to complete and deliver Form 1583 shall not excuse any fee payable to Deer Creek under this agreement. In lieu of, or in addition to, physical forwarding of received mail, Deer Creek is authorized to open mail received by it which is addressed to the Company, or to Directors, and to scan and deliver that mail to Clients in digital form by email or other electronic means. Upon expiration, cancellation, or termination of this Agreement, Clients will not file a change of address order with the post office. Clients and Deer Creek further agree that upon expiration, cancellation, or termination of this Agreement, Clients authorize Deer Creek to:
a. Refuse any mail or package addressed to Clients which is delivered to Deer Creek.
b. Destroy any of Client’s mail or packages remaining at Deer Creek at such time.
CLIENTS HEREIN AGREE THAT THE TOTAL AMOUNT OF LIABILITY OF DEER CREEK, IF ANY, FOR ANY
AND ALL CLAIMS ARISING OUT OF OR RELATED TO MAIL SERVICES SHALL NOT EXCEED $100.00
REGARDLESS OF THE NATURE OF THE CLAIM.
XV. Definitions. In this Agreement, unless the context otherwise requires, the following terms shall have the following definitions:
a. “Instructions” means written, facsimiled or emailed instructions in a readable form with respect to any of the
matters referred to in this Agreement signed or purported to be signed by one or more person(s) as shall
from time to time reasonably appear to be authorized to give the instruction in question. DEER CREEK may
also act pursuant to instructions by telephone given or purported to be given by designated persons and
such telephonic instructions shall be deemed to be Instructions. Where Instructions are given by telephone,
written confirmation thereof shall be sent to DEER CREEK as soon as practicable thereafter. Different
persons may be authorized to give instructions for different purposes and such persons may also include
officers of corporations other than the Company provided their doing so is authorized by the Company and
that authorization is communicated to DEER CREEK. A copy of a resolution of the directors or members of
the Company, may be received and accepted by DEER CREEK as conclusive evidence of the authority of
any such person to act and may be considered as in full force and effect until receipt of written notice to
the contrary.
b. “Records” means all company records, including, but not limited to organizational documents, minutes,
books of account, correspondence, and similar documents.
XVI. Headings; Entire Agreement, Binding Effect. Headings in this Agreement are inserted for reference only and shall not affect the construction of this Agreement. The terms of this Agreement shall supersede all prior agreements between the parties relating to the subject matter hereof, and no warranties, representations, or agreements with regard thereto, except for those contained herein, shall be binding upon the parties. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors in interest and permitted assigns.
XVII. Effective Date/Original Counterparts. Copies of this signed Agreement shall be treated as original counterparts, and the parties may sign different copies without in any way affecting its validity.
This Agreement shall be effective on the earlier of the following dates, regardless of whether or not the document is signed at that time, or at any time:
a. when it is signed by the representative of the Company, or
b. on the date in which, Deer Creek, with knowledge of the Company, begins to perform its duties described in
this agreement.
c. Upon receipt of payment by Deer Creek for the services described herein.
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IN WITNESS WHEREOF, this Agreement has been entered into the day and year hereafter written.
