Registered Agent Services Agreement

Last Updated: September 28, 2023

This Registered Agent Services Agreement (the "Agreement") is entered into by and between Harvard Business Services, Inc. ("Harvard" or "we" or "us") and (A) the entity being formed with the assistance of Harvard's services ("Client" or "you") that wishes to retain Harvard to serve as its registered agent, or (B) an existing entity electing to appoint Harvard as its registered agent other than in connection with the entity’s formation. In this Agreement, the individual accepting it on the Client’s behalf is required to represent that such individual is authorized to bind the Client to this Agreement, and that, once accepted, it will constitute a valid and binding obligation of the Client without further action.

By accepting this Agreement, the Client is appointing Harvard as the Client's registered agent pursuant to the terms of this Agreement, and Harvard accepts such appointment on the terms set forth herein.

Now, therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:

1. Registered Agent and Registered Office. Harvard is a Delaware corporation with its principal place of business at 16192 Coastal Highway, Lewes, Delaware 19958 (the "Harvard Address"). For the term of this Agreement and until its termination as provided for herein, Harvard agrees to serve as the Client's registered agent in the State of Delaware, and the Harvard Address shall serve as the Client's registered agent office within the State. Harvard may amend the Harvard Address at any time in its discretion, however: (a) Harvard will provide prior notice to the Client of any change in the Harvard Address, and (b) any new Harvard Address shall continue to constitute a valid registered agent office address in the State of Delaware for purposes of Harvard's services hereunder.
    
2. Harvard's Services; Additional Terms Incorporated

1. As Client's registered agent, Harvard shall accept service of process and regulatory and franchise tax communications from the State of Delaware on the Client's behalf ("Registered Agent Materials") and perform such additional services customarily undertaken by a registered agent in the State.
2. Harvard may provide additional services outside of its role as registered agent for separate compensation, potentially including, but not limited to, mail forwarding and virtual office services ("Additional Services"). The terms governing the provision of these Additional Services are governed by the specific agreements relating to such services ("Additional Service Terms"), available on Harvard's website (www.delawareinc.com).
3. The Terms of Use and Privacy Policy set forth on Harvard's website and which govern use of the site and the treatment of users' personal information are incorporated herein to the extent relevant (e.g., payment for registered agent services provided for herein, made through the website, are subject not only to the terms hereof but also to the mechanical payment processes in the Harvard website's Terms of Use). Unless the Client elects that Harvard provide mail forwarding services, materials transmitted to the Client from Harvard shall generally be limited to Registered Agent Materials, and shall not include general mail. Harvard will provide the Client with notice of any additional mail or other materials it receives addressed to the Client as well as instructions as to how the Client may access or receive that material.
4. The Client acknowledges and agrees that Harvard will have no responsibility for assisting Client in opening a bank account for the entity formed, save for providing customary materials in Harvard's possession or which it may obtain from the State of Delaware upon Client's request (e.g., a copy of the formation instrument stamped as received and approved by the State, a good standing certificate, etc.). Harvard cannot and is not providing any guarantee that the Client will be able to open a bank account.
5. Clients are welcome to visit Harvard’s offices to conduct business with Harvard, such as forming a company, requesting documents, or picking up mail under Harvard’s mail forward packages.  An appointment is generally not required. However, the Client acknowledges and agrees that, if the Client determines to visit Harvard’s offices, the Client must comport him or herself in a civil, professional, and businesslike manner.  The Client understands that Harvard will not tolerate any abusive language, threats (express or tacit), behavior perceived by staff or others as physical intimidation, or violence of any sort or degree against its staff or anyone else present in or around Harvard’s offices or any adjoining premises.  The Client acknowledges and agrees not to engage in any protest, riot, civil disobedience, destruction of property, or similar severely disruptive behavior (as determined in Harvard’s sole discretion) on or in the immediate vicinity of Harvard’s offices and premises.  The Client acknowledges that Harvard reserves the right, in its sole discretion, to order a Client or any other person to immediately leave Harvard’s premises, and the Client agrees to comply with any such request.
    

3. Payment of Registered Agent Fee. Client agrees that in consideration of the standard services of Harvard as registered agent, Client shall pay Harvard an annual fee of fifty dollars (US$50) in advance on the twelve-month anniversary of the date the Client accepts this Agreement (the "Registered Agent Fee"). If the Registered Agent Fee is not paid within thirty (30) days of the date it is due (the "Delinquency Date"), Harvard shall have the right (but shall have no obligation) to terminate this Agreement and resign as the Client's registered agent through a filing made with the State of Delaware at any time during such period of delinquency. In its sole discretion, Harvard may determine not to terminate this Agreement on or after the Delinquency Date and to continue to seek payment. Any such forbearance of termination is a grace period provided to the Client as an accommodation and does not modify or in any way affect Harvard's ability to terminate on or after the Delinquency Date in that specific instance or in any instance of delinquency thereafter.
    
4. Filing Fees.  Client agrees to pay all filing fees in connection with filings it seeks to make with the State of Delaware or other agencies or services, and understands that such payment, including services fees to Harvard for its work in facilitating such filings as well as fees paid to the State or other agency for such filing, shall be separate from and in addition to the Registered Agent Fee detailed in Section 3.

5. Client Contact and Other Information Provided to Harvard. In connection with its formation, Client has provided Harvard with certain information, such as, among other things, the name of an officer, director, employee or agent who is authorized to receive communications on the Client's behalf and to provide instructions to Harvard (the "Client Contact"), as well as a business address, business telephone number and e-mail address for contacting or transmitting materials to the Client (collectively, the "Contact Information"), all of which Client represents and warrants is true and accurate. Client acknowledges and agrees that it will provide Harvard with information during and in connection with its providing Client with services, and Client agrees and represents that all such information will be accurate and complete. The Client shall immediately notify Harvard at such time as any of such information is discovered to be or becomes inaccurate or incomplete.
    
6. Reliance on Then-Current Information. Until it receives actual notice of a new Client Contact or new Contact Information, the Client acknowledges and agrees that Harvard shall be fully entitled to rely upon the authority of the Client Contact to receive communications and instruct Harvard to act on the Client's behalf and may assume without investigation that the then-current Contact Information is correct, and that materials or information transmitted through such Contact Information have and will reach the appropriate Client personnel.
    
7. Consent to Electronic Receipt of Documents and Posting. The Client consents to receiving any and all materials to which it is entitled under this Agreement from Harvard through electronic transmission, including through the email address provided to Harvard (as it may be updated) as part of the then-current Contact Information. The Client also acknowledges and agrees that Harvard may post material on its online client system (MyControlDesk) accessible through Harvard's website and the use of a Client-specific username and password (the "Harvard System"), and notice of the posting provided to the Client via the Contact Information coupled with posting on the Harvard System shall constitute full and sufficient delivery of such posted materials for all purposes. Such means of transmission or posting shall be deemed to constitute valid delivery to the Client and to have provided Client notice of the relevant information or materials.
    
8. Limited Obligations of Harvard.

a.         The Client acknowledges and agrees that Harvard's sole obligation in connection with materials sent to Harvard as the Client's registered agent shall be to use its best commercial efforts to deliver such information to the Client Contact via the Contact Information, or through posting on the Harvard System in accordance with Section 6, above. Harvard shall have no liability for any failure on behalf of the Client to respond to any service of process, subpoena or other judicial or regulatory communication properly transmitted to it by Harvard, nor shall Harvard be obligated to pay any amount or to extend credit to the Client in order to pay in a timely manner any franchise tax or tax-related fee or other amount due and payable by the Client to the State or any other party. Harvard has no ability to waive any fees or penalties charged by the State of Delaware for any late or deficient tax filings, nor is Harvard responsible for contesting or otherwise challenging or appealing the imposition of any fee or penalty. Any and all responses, payments or other matters, if not directly part of Harvard's customary role as registered agent, shall be the sole responsibility of the Client.

b.         The Client acknowledges and agrees that Harvard shall not be deemed an “applicant” for or on behalf of the Client in connection with any filings under the Corporate Transparency Act, whether in connection with the formation of the entity or, on an ongoing basis, in its services.  Harvard will provide a repository for Client’s CTA Act filing information and a filing system for making required filings, the filing of which shall be responsibility of the Client. Harvard and its personnel shall be listed as or treated as an “applicant” in connection with such filings. 

9. Term of this Agreement. This Agreement shall continue until terminated pursuant to the terms set forth herein. Either party may terminate this Agreement at any time. Harvard is required by Delaware law to provide a 30-day notice to the State of Delaware of its intent to terminate and will provide similar notice to Client.  Harvard will work with the Client to facilitate a change in registered agent during this period in filing a Certificate of Change Agent with the State of Delaware naming a new Registered Agent for the Client, If it elects to make any requested filings, which is in Harvard’s sole and absolute discretion to accept or reject, the Client acknowledges and agrees that the terms of this Agreement shall be deemed to apply to such services, notwithstanding termination hereof.
    
10. Harvard's Representations. During the effective term of this Agreement, Harvard shall maintain its eligibility to serve as a registered agent and provide a registered agent office under Delaware law (at the current or any future Harvard Address) and its status as a "commercial registered agent" under Delaware law governing business entities in which such status is defined. Harvard shall perform its services hereunder in a professionally and commercially reasonable manner.
     
11. The Client's Representations and Agreements.

1. The Client is at least 18 years of age and is authorized to enter into this Agreement such that after its acceptance it shall be a valid and binding obligation upon the Client in accordance with its terms without further action. To the best of the Client’s knowledge, there are no circumstances existing or reasonably foreseeable that would prevent Client from performing in its obligations under this Agreement.
2. The Client shall maintain the accuracy of information provided or previously provided to Harvard as set forth in Section 4.
3. The Client shall promptly respond to all communications requesting a response or information sent by Harvard to the Client.
4. The Client shall maintain its good standing with the State of Delaware.
5. Any information submitted to Harvard shall be complete and accurate, including information submitted through any filings made with any government agency or instrumentality, U.S. or foreign, using any of Harvard’s services or assistance.
6. The Client shall not engage in any criminal conduct or any course of business involving criminal activity under U.S. law or the law of any jurisdiction to which it may be subject.
7. The Client shall not post, provide, or hold out the Harvard Address as an operating or actual place of business address of the company.

12. IN NO EVENT WILL HARVARD BE LIABLE UNDER ANY CIRCUMSTANCES TO THE CLIENT FOR SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSSES, INCLUDING LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY OR OTHER SIMILAR DAMAGES, EVEN IF SUCH DAMAGES WERE FORESEEABLE.
     
13. HARVARD'S MAXIMUM LIABILITY TO THE CLIENT UNDER THIS AGREEMENT AT ANY GIVEN TIME SHALL BE LIMITED TO THE AMOUNT OF THE FEES PAID TO IT BY THE CLIENT PURSUANT TO SECTION 3 HEREIN AS OF SUCH TIME FOR HARVARD'S REGISTERED AGENT SERVICES.
     
14. Client Information. Harvard has and will continue to take commercially reasonable steps to safeguard the privacy and integrity of Client’s information, including through electronic “cybersecurity” safeguards and physical security and protections at Harvard’s offices. Client has reviewed and agrees to Harvard’s Privacy Policy and understands and agrees to the ways in which its information is collected, stored, and used, as well as the circumstances under which it may be disclosed to governmental authorities.

15. Indemnification of Harvard. The Client shall indemnify and hold harmless Harvard, its affiliates and their respective directors, officers, employees and agents (the "Harvard Indemnitees") from and against any claims, liability, damage, loss or expense (including reasonable attorneys' fees and expenses of litigation) (collectively, "Indemnity Amounts") incurred by or imposed upon such Harvard Indemnitee in connection with any third-party claims, suits, actions, demands or judgments to the extent involving Harvard as a result of Harvard's service as the Client's registered agent, including in connection with any filings made using Harvard’s services or systems and the accuracy of information provided by Client. Amounts payable to Harvard pursuant to this Section shall be paid by the Client (or its insurance provider or other related party) within thirty (30) days of the presentation of a request by Harvard to the Client accompanied by commercially reasonable documentation of such Indemnity Amounts, to the extent such documentation is available or practical.
     
16. Amendments. This Agreement may be amended only by the mutual written consent of the parties, except as set forth in Section 1 in connection with a change in the Harvard Address. Amendments may be proposed and accepted by electronic means in the same manner as this Agreement is electronically accepted. Any one-time or continuing waiver or failure by Harvard to strictly enforce any term, deadline or other provision of this Agreement shall not be deemed to amend or modify this Agreement unless otherwise specifically set forth in a written consent providing for such an amendment. In the event proposed amendments are not accepted by the Client, for the avoidance of doubt, Harvard shall have the right to terminate this Agreement as set forth herein.

17. Force Majeure. Harvard shall not be liable or responsible to Client, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement or the services provided for hereunder when and to the extent such failure or delay is caused by or results from acts beyond Harvard’s reasonable control, including, without limitation, the following circumstances and situations: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority that significantly frustrates or impedes Harvard’s performances of its services hereunder; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; (i) epidemic or pandemic; (j) emergency state; (k) disruption or unavailability of government or other relevant filing services; (l) shortage of power or transportation facilities; and (m) other similar events beyond Harvard’s reasonable control.  Harvard will take all reasonable steps to perform services to the extent or as promptly as possible, notwithstanding any such circumstance or situation contemplated above, and has adopted commercially reasonable means to mitigate the effects of the foregoing on the performance of its services to its clients.
     
18. Deemed Execution.  By accepting this Agreement and using Harvard’s services, the Client understands it is affirmatively deemed to have executed this Agreement and agreed to be bound by its terms, as supplemented by any applicable Additional Service Terms and the Harvard website Terms of Use and Privacy Policy).  An electronic record of Client’s acceptance will be maintained on Harvard’s records. We strongly encourage you to save or print a copy of this Agreement, although it will remain available on Harvard’s system and available to you.
     
19. Survival; Severability.  The provisions of Sections 12-15, this Section 19, and Section 20 of this Agreement shall survive termination hereof. If any provision of this Agreement shall be held or made invalid by a court decision, statute, or rule, or shall otherwise be rendered invalid, the remainder of this Agreement shall not be affected thereby.

20. Delaware Law; Exclusive Jurisdiction of Delaware Courts. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, excluding that State's choice-of-law principles, and all claims relating to or arising out of this contract, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the State of Delaware, excluding that State's choice-of-law principles.  Harvard and Client acknowledge and agree that any court case brought in connection with these services shall be brought exclusively in the courts of the State of Delaware.

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