Last Updated: August 24, 2020
This Registered Agent Services Agreement (the "Agreement") is entered into by and between Harvard Business Services, Inc. ("Harvard" or "we" or "us") and the entity being formed using Harvard's services ("Client" or "you") as of the date Harvard filed the formation materials to incorporate or otherwise form the Client. By using Harvard's services, the person(s) responsible for the formation of the Client have agreed to appoint 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:
- 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 initial one-year 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 provided that: (a) Harvard provides prompt notice to the Client of any change in the Harvard Address (with such notice to come no more than ten (10) business days' following the date of such change), and (b) the new Harvard Address will continue to constitute a valid registered agent office address in the State of Delaware for purposes of Harvard's registered agent services hereunder.
- Harvard's Services; Additional Terms Incorporated
- 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.
- 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).
- 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.
- 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.
- 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 Client's formation (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.
- Client Contact and Contact Information. In connection with its formation, Harvard received on behalf of the Client 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 are true and accurate as of the date of this Agreement. The Client shall immediately notify Harvard at such time as (a) the Client Contact is no longer authorized to receive communications from Harvard or to provide instructions to Harvard, or (b) any of the Contact Information becomes incorrect or outdated. In connection with such notice, the Client shall provide Harvard with an updated Client Contact and/or provide updated Contact Information, as applicable.
- 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.
- 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.
- Limited Obligations of Harvard. 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.
- Term of this Agreement. This Agreement shall have a term of one (1) year but shall continue for successive one-year terms unless and until terminated pursuant to the terms set forth herein. Either party may terminate this Agreement on thirty (30) days' prior written notice. Harvard may terminate this Agreement immediately under the terms set forth in Sections 3 and 10, and, further, may also immediately terminate this Agreement in the event that it has no valid Client Contact or Contact Information, which Harvard is required to have and maintain as registered agent under Delaware law. In order for the Client to terminate Harvard’s status as Registered Agent, the Client must (1) promptly wind-down and terminate the company at issue and make an appropriate cancellation or termination filing with the State (or request that Harvard make such filing), (2) file a Certificate of Change Agent with the State of Delaware naming a new Registered Agent for the company, or (3) contact Harvard and request that it make the appropriate filing with the State resigning Harvard’s role as Registered Agent. 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 indemnification and limitation of liability provisions in this Agreement for the benefit of Harvard shall be deemed to apply to such services, notwithstanding termination hereof.
- 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 Harvard Address or another location in the State of Delaware) and its status as a "commercial registered agent" under Delaware law governing business entities in which such status is defined.
- The Client's Representations.
- The Client is at least 18 years of age and is authorized to enter into this Agreement such that after its Deemed Execution it shall be a valid and binding obligation upon the Client in accordance with its terms. 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.
- The Client shall maintain the accuracy of the Client Contact and Contact Information, as set forth herein.
- The Client shall promptly respond to all communications requesting a response sent by Harvard to the Client, and shall maintain its good standing through, among other things, paying its annual franchise tax.
- Except as otherwise discussed herein, the Client will provide Harvard with all material information and such responsiveness as is necessary for Harvard to conduct the services discussed herein on the Client's behalf.
- 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.
- 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.
- HARVARD'S 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 UNDER THIS AGREEMENT FOR HARVARD'S REGISTERED AGENT SERVICES.
- 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 solely as a result of Harvard's service as the Client's registered agent. 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.
- 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. Any one-time or continuing waiver or failure 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.
- Delaware Law. 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.
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