The undersigned parties hereby agree to form a _____________ (specify¹ type of business entity²), in the state of ___________, primarily for the following purposes: ______________

    The principal place of business is planned to be in ________________

    Upon formation of said entity, each of the parties intends to make the following amount and type of contribution, in exchange for the type of interest that is identified:

    Name____________________ Type and Value of Contribution. Specify Equity³ (Voting Capital or Nonvoting Capital) Interest or Debt Interest; and a description of the assets or services to be contributed, and the agreed value, for each type of interest: _________________________

    Name____________________ Type and Value of Contribution. Specify Equity (Voting Capital or Nonvoting Capital) Interest or Debt Interest; and a description of the assets or services to be contributed, and the agreed value, for each type of interest: _________________________

    Name____________________ Type and Value of Contribution. Specify Equity (Voting Capital or Nonvoting Capital) Interest or Debt Interest; and a description of the assets or services to be contributed, and the agreed value, for each type of interest: ____________________

    Name____________________ Type and Value of Contribution. Specify Equity (Voting Capital or Nonvoting Capital) Interest or Debt Interest; and a description of the assets or services to be contributed, and the agreed value, for each type of interest: ____________________

    The costs of forming said entity, including, but not limited to, attorney's fees, fees paid to the state of formation, and initial foreign registration⁴ and fictitious⁵ name fees, shall be apportioned⁶ among the undersigned parties in the following manner, irrespective as to whether the entity is actually formed: _____________________

    Each of the parties agrees to pay his proportional share of said costs.  Each party shall be entitled to be reimbursed⁷ by the business entity for such payment, after the entity is formed.

    Additional understandings among the parties (describe): _______________________

    Each of the parties acknowledges that the parties are relying on the reciprocal promises made herein in deciding to form the above-described business entity.  A party who breaches⁸ this agreement shall be liable for the costs the non-breaching parties incur⁹ in enforcing this Agreement, including, but not limited to, attorney's fees and court costs, in addition to any other form of damages.

    ____________________________________________

    Printed Names and Signatures      Date

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