Entity Formation Engagement
Authorized Representative's Name:
Subject: Entity Formation Engagement
In order to document the understanding between us as to the scope of the work that our firm will perform, we are entering into this agreement with you. To avoid any misunderstandings, this agreement defines the services we will perform for you as well as your responsibilities under this agreement.
You are engaging Mehdiani Financial Management to prepare and file the Articles of Organization (for LLCs) or Articles of Incorporation (for Corporations) for the entity information you have provided in the questionnaire. Once the Secretary of State receives, files, and returns a copy of your entity’s Articles to Mehdiani Financial Management, we will apply for an EIN (Employer Identification Number) using the information you have provided above. We will provide you with an electronic copy of the filed Articles and Employer Identification Number.
If you have selected this entity to be treated as an S corporation, Mehdiani Financial Management will prepare and file the appropriate election form.
If you have affirmatively indicated in the questionnaire, Mehdiani Financial Management will prepare and file your entity’s initial Statement of Information. Otherwise, you will be responsible for preparing and filing the entity's Statement of Information.
Following the execution of this agreement, Mehdiani Financial Management will send you an invoice for the fees associated with this agreement. We require the invoice to be paid-in-full prior to beginning the engagement.
By executing this agreement, you are confirming that the information you have provided is true, accurate and complete.
In connection with this engagement, we may communicate with you or others via email transmission. As emails can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed and only to such parties, we cannot guarantee or warrant that emails from us will be properly delivered and read-only by the addressee. Therefore, we specifically disclaim and waive any liability or responsibility whatsoever for the interception or unintentional disclosure of emails transmitted by us in connection with the performance of this engagement. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from the use of email transmissions, including any consequential, incidental, direct, indirect, or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary information.
In the event we are required to respond to a subpoena, court order or other legal process for the production of documents and/or testimony relative to information we obtained and/or prepared during the course of this engagement, you agree to compensate us at our standard hourly rates then existing for the time we expend in connection with such response, and to reimburse us for all of our out-of-pocket costs incurred in that regard, including but not limited to attorney fees.
In the event that we are or may be obligated to pay any cost, settlement, judgment, fine, penalty, or similar award or sanction as a result of a claim, investigation, or other proceeding instituted by any third party, and if such obligation is or may be a direct or indirect result of any inaccurate or incomplete information that you provide to us during the course of this engagement, you agree to indemnify us, defend us, and hold us harmless as against such obligation.
You agree that any dispute (other than our efforts to collect an outstanding invoice) that may arise regarding the meaning, performance or enforcement of this engagement or any prior engagement that we have performed for you, will, prior to resorting to litigation, be submitted to mediation, and that the parties will engage in the mediation process in good faith once a written request to mediate has been given by any party to the engagement. Any mediation initiated as a result of this engagement shall be administered within the county of Los Angeles, California, according to its mediation rules, and any ensuing litigation shall be conducted within said county, according to California law. The results of any such mediation shall be binding only upon agreement of each party to be bound. The costs of any mediation proceeding shall be shared equally by the participating parties.
Any litigation arising out of this engagement, except actions by us to enforce payment of our professional invoices, must be filed within one year from the accrual of the cause of action, notwithstanding any statutory provision to the contrary. In the event of litigation brought against us, any judgment you obtain shall be limited in amount, and shall not exceed the amount of the annual fee charged by us, and paid by you, for the services set forth in this engagement letter.
This engagement letter is contractual in nature, and includes all of the relevant terms that will govern the engagement for which it has been prepared. The terms of this letter supersede any prior oral or written representations or commitments by or between the parties. Any material changes or additions to the terms set forth in this letter will only become effective if evidenced by a written amendment to this letter, signed by all of the parties.
Furthermore, it is understood that either party may terminate this agreement at any time, for any reason, within 10 days of written notice to the other party. It is understood that any unpaid services that are outstanding at the date of termination are to be paid in full within 10 days from the date of termination.
To affirm that this agreement correctly summarizes your understanding of the arrangements for this work, sign where indicated below.
Thank you for the opportunity to be of service. If you have any questions, contact our office at 310-800-1472.
Alan Mehdiani, CEOMehdiani Financial Management9025 Wilshire Blvd, Suite 301Beverly Hills, CA 90211[email protected]www.mehdiani.com
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Document Name: Entity Formation Engagement
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