AGREEMENT FOR REGISTERED AGENT SERVICES
THE FRANCHISE PLAN
This AGREEMENT is made as of the date of submission and payment (the “Effective Date”) by and between LLRA, Inc., a Missouri corporation, or one of its affiliates (“LLRA”), and the company requesting the services provided in this Agreement (“Subscriber”) for the sole and limited purpose of retaining LLRA to provide Registered Agent Services (defined below) to Subscriber.
WHEREAS, Subscriber is a franchisee with a license to operate a business under a franchisor;
WHEREAS, Subscriber may be subject to certain legal notice requirements to its franchisor pursuant to a franchise agreement between Subscriber and franchisor; and
WHEREAS, Subscriber understands and agrees that LLRA’s services as the registered agent for Subscriber shall provide dual notice, as required herein, to both Subscriber and Subscriber’s franchisor.
NOW THEREFORE, for good and valuable consideration, LLRA and Subscriber agree as follows:
1. Appointment. Subject to the terms of this Agreement, Subscriber hereby retains LLRA to provide Registered Agent Services (defined below) to Subscriber and LLRA hereby agrees to provide Registered Agent Services (defined below) to Subscriber.
2. Services. The services to be provided by LLRA to Subscriber (the “Registered Agent Services”) will be subject to the terms of this Agreement and strictly limited to:
(i) providing a physical location in the state where Subscriber operates its business to serve as Subscriber’s registered office (the “Registered Office”);
(ii) serving as Subscriber’s registered agent (“Registered Agent”) in the state where Subscriber operates its business to accept service of process, notice or demand upon Subscriber required or permitted by law; and
(iii) opening envelopes or other packaging for the items received by LLRA at the Registered Office in its capacity as Registered Agent for Subscriber, and forwarding such items to Subscriber and Subscriber’s franchisor in the limited manner described in Section 3 entitled Forwarding Requirements. LLRA WILL NOT FORWARD (AND WILL HAVE NO OBLIGATION TO FORWARD) SOLICITATIONS, CREDIT CARD APPLICATIONS, PRODUCT OFFERINGS, AND JUNK MAIL TO SUBSCRIBER. Subscriber hereby instructs LLRA to discard all solicitations, product offerings, credit card applications, and junk mail received by LLRA in its capacity as Registered Agent for Subscriber.
3. Forwarding Requirements. Subject to limitations stated in Section 2(iii), LLRA will forward to Subscriber and to Subscriber’s franchisor the items received by LLRA at the Registered Office in its capacity as Registered Agent for Subscriber. LLRA will do so by scanning the item into an electronic PDF file and forwarding the PDF file by email to Subscriber and Subscriber’s franchisor at Subscriber and Subscriber’s franchisor’s last known email address as such address is reflected on the books and records of LLRA. An item will be deemed to have been timely forwarded to Subscriber and to Subscriber’s franchisor if the email is sent within three (3) business days after MBC’s receipt of the item. Subscriber has elected to use an email forwarding method. Accordingly, Subscriber agree and understands that LLRA will have no obligation to physically send an item to Subscriber by United States mail or otherwise. Notwithstanding Subscriber’s election to receive items by email, in lieu of forwarding an item by email, LLRA shall have the option (but not the obligation) to forward an item to Subscriber by United States mail to Subscriber’s last known mailing address as such address reflected on the books and records of LLRA. This option may be exercised by LLRA in its sole discretion without any notice.
4. Subscriber’s and Franchisor’s Email and Mailing Addresses. Subscriber’s and Subscriber’s franchisor’s current email and mailing addresses are set forth in the form submitted to LLRA via a sub-page of www.LexLaunch.com. Subscriber hereby instructs LLRA to forward any process, notice, demand or items covered by this Agreement to the email addresses. If LLRA exercises its option to forward an item by mail, Subscriber hereby instructs LLRA to forward the item to the mailing address. Subscriber must provide LLRA with Notice of any changes in Subscriber’s email and/or mailing addresses. LLRA will have 3 business days after its receipt of such Notice to update its records. Subscriber warrants that the email and mailing addresses provided by it to LLRA are accurate, and bears the risk of any inaccurate email or mailing address provided by it to LLRA. If LLRA receives 2 returned or rejected items, either from the email address or mailing address, without any forwarding address information for Subscriber, LLRA may immediately and unilaterally terminate this Agreement and withdraw as Registered Agent for Subscriber. Upon such termination, LLRA shall have no continuing obligation to Subscriber; nor will LLRA owe Subscriber any refund of fees.
5. Permission to Sign, Open Mail and Packages, and Email Items. Subscriber hereby consents and grants permission to LLRA to (a) sign for receipt on behalf of Subscriber those documents served on LLRA that require signature, (b) open the envelopes or other packaging for the items received by LLRA in its capacity as Registered Agent for Subscriber (including all service of process, notices or demands), and (c) electronically scan and forward the same by email or by United States mail as provided in this Agreement. Email deliveries will be sent by LLRA to the email addresses provided by Subscriber. Subscriber and Subscriber’s franchisor are solely responsibile for maintaining the security and privacy of its computers and the email address, and bears all risks arising from access by individuals to Subscriber’s computers and/or email.
6. Fees and Costs. Subscriber agrees to pay LLRA a fee for providing Registered Agent Services. LLRA’s fee for the first year of the term of this Agreement is Ninety-Five and No/100 dollars ($95.00) for services performed in the state of Missouri, and One Hundred Twenty-Five and No/100 dollars ($125.00). Thereafter, LLRA’s fee is subject to change by LLRA by Notice to Subscriber given at least thirty (30) days prior to expiration of the then current annual term. All fees payable to LLRA under this Agreement are due on the date this Agreement is signed by Subscriber for the first year of the term, and within thirty (30) days of invoice date for subsequent years. If LLRA does not receive payment from Subscriber within such thirty (30) day period, LLRA may unilaterally terminate this Agreement and withdraw as Registered Agent for Subscriber, and LLRA shall have no continuing liability to Subscriber. In the event that LLRA elects to forward items by mail to Subscriber, the costs of the initial five (5) mailings during a calendar year will be borne by LLRA. The costs of additional mailings during a calendar year will be borne by Subscriber and will be due and payable by Subscriber to LLRA within thirty (30) days of invoice date. All fees payable to LLRA under this agreement are assumed by the parties to be fully earned upon receipt, and that Subscriber is not entitled to a refund of any amount other than what is stated herein.
7. Term. The term of this Agreement will commence on the Effective Date of this Agreement and will continue from year to year unless terminated by either party in accordance with its terms. Either party may terminate the automatic renewal of the term of this Agreement by providing the other party Notice of non-renewal at least thirty (30) days prior to the commencement of the next renewal term.
8. Termination. LLRA shall have right to terminate this Agreement as provided in Section 4 (for returned or rejected emails and mail) and Section 6 (for failure to pay fees) without any rights of Subscriber to cure. In addition, either party may terminate this Agreement upon thirty (30) days’ prior Notice to the other party if the other party is in default under this Agreement and does not cure the default within such thirty (30) day notice period. Either party may terminate this Agreement at any time without cause upon thirty (30) days’ prior Notice to the other party. If LLRA exercises its right of termination without cause, LLRA will provide Subscriber a pro rata refund of the fee paid by Subscriber for the then current annual term. A termination by Subscriber without cause will not entitle Subscriber to any refund from LLRA. Upon any termination of this Agreement in accordance with this Agreement, LLRA’s obligation to provide Subscriber any Registered Agent Service will terminate automatically and without any further notice or other action.
9. Record Retention. LLRA is not obligated to maintain originals or copies of any item received by LLRA as Subscriber’s Registered Agent.
10. Change of Registered Office. The current address of the Registered Office is set forth under LLRA’s signature on the signature page of this Agreement. LLRA may change the location of the Registered Office at any time in its sole discretion. In such event, LLRA will give Notice to Subscriber of the change in location and will file, at LLRA’s expense, all required notices with the Missouri Secretary of State to ensure LLRA’s continued maintenance of a Registered Office for Subscriber in Missouri during the term of this Agreement.
11. Indemnity. Subscriber shall defend, indemnify and holds harmless LLRA and LLRA’s representatives, agents and staff from any liability, judgment, claim or legal action that may arise as the result of or pertain to the performance of Registered Agent Services, or from Subscriber’s failure to provide LLRA current contact information for the forwarding of service of process, notice or demand.
12. Notices. All notices required or permitted under Sections 4, 6, 7, 8, and 10 of this Agreement (collectively the “Notices”) must be in writing and will be deemed to have been validly given upon receipt, if sent by commercial overnight delivery, or by the third business day following deposit in the mail, if sent by U.S. mail, first class, postage prepaid, and addressed to the party at the mailing address following its signature below. Each party may change such party’s mailing address for Notice purposes by giving Notice in accordance with this section of the Agreement. Facsimile transmission and email are not valid methods of providing Notice under this Agreement.
13. Governing Law; Forum. This Agreement is governed by the laws of Missouri without reference to its conflict of laws principles. The exclusive jurisdiction and venue for any action by any party arising out of or relating to this Agreement is in the Circuit Court of Jackson County, Missouri. The parties’ consent to jurisdiction and venue in such forum, and waive all objections thereto, including objections based upon the convenience of such forum.
14. Relationship Between the Parties. Subscriber and LLRA are independent contractors. Neither party is the agent, partner, joint venturer or employee of the other party. No fiduciary relationship exists between LLRA and Subscriber as a result of this Agreement or otherwise. Neither party has any right to bind or obligate the other party in any way.
15. Signatures. This Agreement may be executed in counterparts and all counterparts shall be construed together and constitute one agreement. A signature provided by facsimile transmission shall constitute a valid signature for the purpose of this Agreement.
16. Acknowledgements. Subscriber acknowledges and understands (a) that valid service upon LLRA in LLRA’s capacity as Registered Agent of Subscriber constitutes valid service upon Subscriber; (b) that LLRA has no obligation to forward solicitations, product offerings, credit card applications and junk mail to Subscriber, (c) that Subscriber has elected to have items forwarded to Subscriber by email, (d) that email deliveries may be subject to security and privacy risks including viewing by any individual who has access to Subscriber’s computer and/or email, and (f) that LLRA has no obligation to retain items received by it in its capacity as Registered Agent for Subscriber. SUBSCRIBER FURTHER UNDERSTANDS THAT LLRA IS NOT A LAW FIRM AND WILL NOT PROVIDE LEGAL SERVICES OR LEGAL REPRESENTATION TO SUBSCRIBER.
17. Entire Agreement. This Agreement constitutes the entire agreement between parties with respect to its subject matter, and supersedes all prior understandings, communications and agreements (whether written or oral) regarding its subject matter.
18. Limitation of Liability. SUBSCRIBER ACKNOWLEDGES THAT THE REGISTERED AGENT SERVICES ARE MINISTERIAL IN NATURE AND LLRA’S FEE FOR PERFORMING SUCH SERVICES IS NOMINAL IN AMOUNT. ACCORDINGLY, SUBSCRIBER AGREES THAT LLRA’S LIABILITY FOR LLRA’S DEFAULT UNDER THIS AGREEMENT, OR LLRA’S LIABILITY FOR LLRA’S NEGLIGENCE OR TORTIOUS CONDUCT IN CONNECTION WITH THIS AGREEMENT, IS LIMITED TO REFUNDING TO SUBSCRIBER THE FEE PAID BY SUBSCRIBER TO LLRA FOR THE THEN CURRENT TERM AND THE IMMEDIATELY PRECEDING TERM. IN NO EVENT WILL LLRA BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES.
WHEREFORE, INTENDING TO BE LEGALLY BOUND, the parties have executed this Agreement as of the Effective Date first above written at such time as Subscriber accepts these terms and conditions and submits payment.