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Service Descriptions

NUCO FILINGS Corp Service Descriptions

Following is a description of certain Services currently available to you (“Customer”) at the applicable fees for such Services. NUCO FILINGS Corp (“NUCO FILINGS”) may change, add or remove any part of these descriptions at any time. Such changes shall be posted on this website or otherwise made available to you. IF ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, YOU SHOULD DISCONTINUE USING THE SERVICES. YOUR CONTINUED USE OF THE SERVICES WILL BE SUBJECT TO THE THEN-CURRENT DESCRIPTION OF THE SERVICES AS WELL AS THE TERMS AND CONDITIONS LOCATED AT WWW.NUCO FILINGSSERVICES.COM/TERMS-AND-CONDITIONS.ASPX OR SUCH OTHER TERMS AND CONDITIONS AS MAY BE AGREED BY YOU AND NUCO FILINGS (AS APPLICABLE, THE “AGREEMENT”). Capitalized terms used but not defined herein shall have the meaning given to them in the Agreement.

A.  FEES

  1. Registered Agent Services. Fees for Annual Representation Services (as defined in B. below) shall be in accordance with NUCO FILINGS’s standard pricing unless otherwise agreed by the Parties. Fees are subject to change during the Term at NUCO FILINGS’s sole discretion, and additional fees may apply for optional services and special requests. For purposes of this Agreement, the term “Unit” means, with respect to the Customer and each affiliate of Customer for which NUCO FILINGS is providing Annual Representation Services, each jurisdiction in which such entity does business for which NUCO FILINGS is appointed registered agent. For example, if an affiliate of Customer does business in 50 states and appoints NUCO FILINGS as registered agent for each such state, that would represent 50 Units for that one affiliated entity of Customer. For each Annual Period, unless otherwise agreed between NUCO FILINGS and the Customer, any service of process for any of the Customer’s Units shall be subject to the Excess Service of Process price in accordance with NUCO FILINGS’s standard pricing.
  2. Transactional Services. Fees for the Transactional Services (described in B. below) shall be determined by NUCO FILINGS and provided to Customer when such Services are requested by Customer. Transactional Services may be subject to additional terms and conditions.

B. DESCRIPTION OF AVAILABLE SERVICES
Following are summary descriptions of available Services as of the Effective Date, certain of which are optional. Available Services and subscriptions are subject to change. Certain Services may be subject to additional terms and conditions and fees.

SUBSCRIPTION SERVICES
Registered Agent Service of Process: NUCO FILINGS will provide registered agent services (“Registered Agent Services”) for Customer and its affiliates identified in advance and in writing to NUCO FILINGS, which, among other things, allows NUCO FILINGS to receive service of process (“Service of Process”) on behalf of Customer at each of its registered offices specifically appointed as set forth below. In connection with Registered Agent Services:

Customer will:

  1. Either provide notification in writing to NUCO FILINGS that NUCO FILINGS has been appointed as registered agent for each entity within each jurisdiction where registered or will request NUCO FILINGS to complete the filings which appoints NUCO FILINGS as registered agent for each entity in each jurisdiction.
  2. Provide NUCO FILINGS with proper delivery instructions to forward Service of Process, official state communications, annual renewal billings for Services and other applicable invoices, such instructions to include contact name, phone number, email address, company name and physical address.
  3. (a) Notify NUCO FILINGS in the event it discontinues (whether via dissolution, conversion, re-domestication or other action) any entity for which NUCO FILINGS has been appointed as registered agent and (b) update the applicable jurisdiction’s records for any such entity as necessary to effect such discontinuance and remove NUCO FILINGS as registered agent therefor.

NUCO FILINGS will:

  1. Pursuant to applicable statutory law, receive and forward requisite documents for entities and jurisdictions for which NUCO FILINGS has been appointed as registered agent in accordance with the above and deliver such documents as outlined within this Registered Agent Services/Service of Process section.

Registered Agent Services may include some or all of the following standard or optional features as agreed by NUCO FILINGS and Customer:

  • Service of Process History (subject to additional terms and conditions): NUCO FILINGS provides via its online portal a searchable log of Service of Process received by NUCO FILINGS on behalf of Customer.
  • Notification of Service of Process: NUCO FILINGS provides Customer notification via e-mail, phone or fax when NUCO FILINGS receives a Service of Process on behalf of Customer addressed to the correct and complete legal name of an applicable entity in an applicable jurisdiction. NUCO FILINGS will forward each such Service of Process to a single addressee as instructed by Customer, which shall constitute effective delivery of such Service of Process by NUCO FILINGS to Customer. If Customer requests that NUCO FILINGS notify additional addressees regarding receipt of a Service of Process, NUCO FILINGS may agree to do so as an accommodation to Customer (additional fees may apply), but such additional notices shall not be required for effective delivery of such Service of Process by NUCO FILINGS to Customer. The following obligations shall apply:

Customer will:

  1. Provide NUCO FILINGS with addressee information, to include contact name, phone number, email address, company name and physical address, and inform NUCO FILINGS of any changes thereto (changes may incur additional fees).

NUCO FILINGS will:

  1. Forward each such Service of Process as instructed by Customer and agreed by NUCO FILINGS. If customer makes changes to addressees, NUCO FILINGS may continue forwarding to a prior addressee until it has reasonably implemented such change.
  • Paperless Service of Process (optional; additional fees may apply if not selected): NUCO FILINGS provides Service of Process, including PDF process, electronically.

Customer will:

  1. Provide NUCO FILINGS with list of entities and jurisdictions for which Customer would like to receive Paperless Service of Process.
  2. Provide NUCO FILINGS with recipient information, to include contact name, phone number, email address, company name and physical address, to receive Paperless Service of Process, and inform NUCO FILINGS of any changes thereto (changes may incur additional fees).

NUCO FILINGS will:

  1. Provide Paperless Service of Process to such recipients for such entities and jurisdictions, as instructed by Customer and agreed by NUCO FILINGS. If Customer makes changes to recipients, NUCO FILINGS may continue forwarding to a prior recipient until it has reasonably implemented such change.
  • Direct Service of Process Upload: NUCO FILINGS provides an option that allows Customer to send Service of Process directly received by the Customer to NUCO FILINGS for further processing such as scanning, indexing, and making available via NUCO FILINGS’s online portal, and for Enterprise Connector, if applicable.

Customer may send each Service of Process to NUCO FILINGS via agreed upon methods such as courier services at designated mailing addresses. Customer may also upload each Service of Process via NUCO FILINGS’s online portal.

Customer will:

  1. Be responsible for the accuracy of information and quality of the digital image as provided by Customer via upload or other delivery method.

NUCO FILINGS will:

  1. Provide Customer its mailing address and assist Customer with any configuration required to turn on the handling of Direct Service of Process.
  2. Handle the Direct Service of Process as otherwise described for Registered Agent/Service of Process above, to the extent applicable.
  • Enterprise Connector (subject to additional terms and conditions; additional fees may apply): NUCO FILINGS electronically transfers Service of Process information and imaged documents into Customer’s NUCO FILINGS-compatible matter management or legal e-billing system.
  • Company Records: NUCO FILINGS provides via its online portal a listing of all entities where NUCO FILINGS provides Registered Agent Services for Customer, including delivery instructions for each entity.
  • Compliance Calendar: Where NUCO FILINGS is registered agent for Customer, NUCO FILINGS provides a service that helps Customer track certain annual report filing requirements for certain entity types. Information in the calendar is based upon a customer’s corporate records for entities as maintained by NUCO FILINGS. Calendars can be customized by person by entity to alert individuals to upcoming annual report deadlines for entities for which they maintain responsibility. In connection with the Compliance Calendar:

Customer will:

  1. Provide the information requested within the Registered Agent Services/Service of Process section.
  2. Be responsible for setting alerts for receipt by Customer of notification reminders for specific entities and jurisdictions.

Managed Filing Services: NUCO FILINGS can provide certain managed filing services (subject to additional fees), such as the following:

  • Entities Auto-Renewal Program: Under the Entities Auto-Renewal program, NUCO FILINGS will track, calendar, compile and upon approval file certain statutory annual/biennial report filings on behalf of Customer. If this service is selected by Customer and included in the Services, additional terms and conditions shall apply.
  • Annual Reports Filing Service: Allows Customer to request certain annual or biennial reports in certain states to be prepared and filed by NUCO FILINGS’s service teams.

Customer will:

  1. Provide the desired statutory annual and biennial reports and required information to NUCO FILINGS for filing.
  2. Be solely responsible for the data transmitted to jurisdiction.

NUCO FILINGS will:

  1. Provide status via the NUCO FILINGS online portal showing the filing status of the submission.

Special Representation Services: NUCO FILINGS may furnish the agent for service of process in certain public filings apart from those required by business entity statutes, such as license or permit application filings. The above requirements for Registered Agent Services apply where applicable.

Contract Agency Services: NUCO FILINGS may furnish the agent for service of process that may be required in certain private agreements. The above requirements for Registered Agent Services apply where applicable.

TRANSACTIONAL SERVICES PROVIDED AT THE REQUEST OF CUSTOMER
Name Searches/Availability and Name Reservation/Registration: Upon request, NUCO FILINGS can search for availability of entity names in specified jurisdictions and can complete filings for name reservation or name registration in such jurisdictions.

Authentication, Legalization/Apostille of Documents: Upon request, NUCO FILINGS will provide legalization/apostille of certain legal documents for certain international filings.

Customer will:

  1. Provide the requisite information and documentation as requested by NUCO FILINGS to perform this service.
  2. Provide NUCO FILINGS prepayment as requested and pursuant to the terms of this Agreement.

NUCO FILINGS will:

  1. Provide Customer with evidence of authentication, legalization or apostille, as applicable.
  2. Upon rejection by the jurisdiction, provide notification to Customer so that Customer may take corrective action.

International/Global Transactional Services: Document retrieval, legalizations, company information searches and translations services are available in certain countries through NUCO FILINGS’s global network of contacts. If this service is selected by Customer and included in the Services, additional terms and conditions shall apply.

International/Global Managed Services: NUCO FILINGS can assist with corporate secretarial services and certain compliance solutions in certain countries through NUCO FILINGS’s global network of contacts. If this service is selected by Customer and included in the Services, additional terms and conditions shall apply.

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