[{"data":1,"prerenderedAt":508},["ShallowReactive",2],{"document-assumption-of-risk-on-proposed-name-D5188":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":33,"customDescModule":171,"customdescription":6,"mdFm":172,"mdProseHtml":507},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"ASSUMPTION OF RISK ON PROPOSAL NAME TO: [COMPANY NAME] I, the undersigned, being a representative of [COMPANY NAME], being the business (the \"Business\") wishing to use the said corporate name and its [SPECIFY LANGUAGE] version, [SPECIFY LANGUAGE VERSION] (the \"Proposed Name\"), in the [State/Province] of [STATE/PROVINCE]: DO HEREBY DECLARE THE FOLLOWING: I have taken notice of the attached search report with respect to the proposed name and, in particular, of the names which are likely to cause legal or administrative problems later on.",null,"Assumption of Risk on Proposed Name","1",35,"doc","https://templates.business-in-a-box.com/imgs/1000px/assumption-of-risk-on-proposed-name-D5188.png","https://templates.business-in-a-box.com/imgs/250px/5188.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5188.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":17,"url":18},"assumption risk proposed name","Assumption of Risk on Proposed Name Template","https://templates.business-in-a-box.com/imgs/400px/5188.png",[24,16,19],{"label":25,"url":26},"Templates","/templates/",[28,29,30],{"label":25,"url":26},{"label":17,"url":18},{"label":31,"url":32},"Incorporation & Bylaws","/templates/incorporation-and-bylaws/",[34,38,43,47,51,55,59,63,67,71,75,79,83,100,113,129,144,159],{"label":35,"url":36,"thumb":37,"extension":10},"Assumption Agreement","/template/assumption-agreement-D13247","https://templates.business-in-a-box.com/imgs/250px/13247.png",{"label":39,"url":40,"thumb":41,"extension":42},"Risk Register","/template/risk-register-D14096","https://templates.business-in-a-box.com/imgs/250px/14096.png","xls",{"label":44,"url":45,"thumb":46,"extension":10},"Record of Disciplinary Action and Proposed Changes","/template/record-of-disciplinary-action-and-proposed-changes-D620","https://templates.business-in-a-box.com/imgs/250px/620.png",{"label":48,"url":49,"thumb":50,"extension":42},"Vendor Risk Assessment","/template/vendor-risk-assessment-D12816","https://templates.business-in-a-box.com/imgs/250px/12816.png",{"label":52,"url":53,"thumb":54,"extension":10},"Financial Risk Assessment","/template/financial-risk-assessment-D13974","https://templates.business-in-a-box.com/imgs/250px/13974.png",{"label":56,"url":57,"thumb":58,"extension":10},"Risk Management Plan","/template/risk-management-plan-D13391","https://templates.business-in-a-box.com/imgs/250px/13391.png",{"label":60,"url":61,"thumb":62,"extension":10},"Risk Mitigation Plan","/template/risk-mitigation-plan-D12720","https://templates.business-in-a-box.com/imgs/250px/12720.png",{"label":64,"url":65,"thumb":66,"extension":10},"Risk Assessment Matrix","/template/risk-assessment-matrix-D12675","https://templates.business-in-a-box.com/imgs/250px/12675.png",{"label":68,"url":69,"thumb":70,"extension":10},"Letter of Understanding Regarding Terms of Proposed Contract","/template/letter-of-understanding-regarding-terms-of-proposed-contract-D1244","https://templates.business-in-a-box.com/imgs/250px/1244.png",{"label":72,"url":73,"thumb":74,"extension":10},"By-Law Change of Corporate Name","/template/by-law-change-of-corporate-name-D82","https://templates.business-in-a-box.com/imgs/250px/82.png",{"label":76,"url":77,"thumb":78,"extension":10},"Certificate of Abandonment Business Name","/template/certificate-of-abandonment-business-name-D2","https://templates.business-in-a-box.com/imgs/250px/2.png",{"label":80,"url":81,"thumb":82,"extension":10},"Checklist Choosing a Domain Name","/template/checklist-choosing-a-domain-name-D829","https://templates.business-in-a-box.com/imgs/250px/829.png",{"description":84,"descriptionCustom":6,"label":85,"pages":86,"size":87,"extension":10,"preview":88,"thumb":89,"svgFrame":90,"seoMetadata":91,"parents":93,"keywords":92,"url":99},"INDEMNIFICATION AGREEMENT This Indemnification Agreement (\"Agreement\") is effective as of [DATE], BETWEEN: [NAME OF THE INDEMNIFYING PARTY] (the \"Indemnifier\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] AND: [NAME OF THE INDEMNITEE] (the \"Indemnitee \"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, the Indemnitee seeks protection against any personal liability, claim, suit, action, loss, or damage that may result from the Indemnitee's participation in the Activity. WHEREAS, the Indemnifier seeks to minimize any hardship the Indemnitee might suffer as the result of any personal liability, claim, suit, action, loss, or damage that may result from the Indemnitee's participation in the Activity. NOW THEREFORE in consideration and as a condition of the Indemnifier and the Indemnitee entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: INDEMNIFIED ACTIVITY The Indemnitee seeks to be protected from the following indemnified activity (hereinafter referred to as the \"Activity\"): [SPECIFY ACTIVITY] INDEMNITY The Indemnifier agrees to indemnify and hold harmless the Indemnitee, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the Activity. EXCEPTIONS TO INDEMNIFICATION The Indemnifier shall not be obligated to indemnify the Indemnitee for any fines, expenses, judgments, settlements, and other obligations incurred as the result of the Indemnitee's participation in the Activity: In the case of a criminal proceeding; or In the case of a civil claim where the Indemnitee did not act in good faith and/or in a reasonable manner; or If the Indemnitee will or has received payment under a valid and collectible insurance policy or under a valid and enforcement indemnity clause, bylaw or agreement, except where payment under the insurance policy, clause, bylaw or agreement is not sufficient to fully indemnify the Indemnitee, in which case the Indemnifier will be responsible for any shortfall in the payment received; or If an action or proceeding was initiated in whole in or in part by the Indemnitee, whether alone or along with one or more other claimants, unless the action or proceeding has the written consent of the Indemnifier. NOTICE OF CLAIM In the event of any claim or action, the Indemnitee must promptly provide the Indemnifier with written notice of the claim or action and will notify the Indemnifier of any legal proceedings relating to the claim or action within [NUMBER OF DAYS] of the Indemnitee's receipt of notice of such proceedings. The Indemnitee must provide the Indemnifier with all known information available to the Indemnitee relating to the claim or action. COOPERATION ​ The Indemnitee agrees to wholly cooperate with the Indemnifier in the defence of any claim or action against it that the Indemnitee seeks to be indemnified for, including but not limited to, providing the Indemnifier with all available information related to the claim or action, responding to reasonable requests from the Indemnifier for information, documentation, and the like","Indemnification Agreement","4",513,"https://templates.business-in-a-box.com/imgs/1000px/sample-doc-for-test-D13016.png","https://templates.business-in-a-box.com/imgs/250px/13016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13016.xml",{"title":92,"description":6},"indemnification agreement",[94,96],{"label":17,"url":95},"business-legal-agreements",{"label":97,"url":98},"Release Agreements","release-agreement","/template/indemnification-agreement-D13016",{"description":101,"descriptionCustom":6,"label":102,"pages":86,"size":87,"extension":10,"preview":103,"thumb":104,"svgFrame":105,"seoMetadata":106,"parents":108,"keywords":111,"url":112},"GENERAL RELEASE AND SETTLEMENT AGREEMENT This General Release and Settlement Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [PLAINTIFF'S FULL NAME] (the \"Plaintiff\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [DEFENDANT FULL NAME] (the \"Defendant\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] on behalf of themselves, their respective heirs, executors, administrators, agents, and assignees (collectively \"Defendant\"). (Plaintiff and Defendant are referred to herein collectively as the \"Party\" or \"Parties.\") WHEREAS, a dispute has arisen between the Parties regarding the [ describe dispute briefly] (the \"Dispute\"); and, WHEREAS, Plaintiff has filed an action in court in the matter of [case number and index number], (the \"Litigation\"); and, WHEREAS, Plaintiff has complained of economic damages arising out of the Dispute, which are expressly denied by Defendant; and, WHEREAS, the Parties have agreed to resolve the Dispute and the Litigation; and, WHEREFORE, intending to be legally bound, the Parties hereby agree as follows: SETTLEMENT PAYMENT 1.1. Defendant shall pay Plaintiff a total of $ [AMOUNT]. 1.2. At the time of the Parties' signing of this Agreement, Defendant shall have sent by hand delivery a bank check in the amount of $ [AMOUNT] (the \"Settlement Payment\") to the office of Plaintiff's attorney, [PLAINTIFF'S ATTORNEY], by [DELIVERY DATE]. 1.3. After the delivery of the Settlement Payment, Plaintiff shall execute an original and one copy of this Agreement and send to Defendant. Defendant shall execute and return a fully executed original of this Agreement to Plaintiff's counsel. Within one court day of receiving such fully executed Agreement and payment, Plaintiff will file a Stipulation of Discontinuance with the [COURT]. MUTUAL RELEASE In consideration for the Settlement Payment described in paragraph 1 above and other good and valuable consideration, receipt of which is hereby acknowledged, Plaintiff does hereby release, acquit, and forever discharge Defendant from any and all actions, claims, demands, damages, obligations, liabilities, controversies and executions, of any kind or nature whatsoever, whether known or unknown, whether suspected or not, which have arisen, or may have arisen, or shall arise by reason of any matter, cause or thing whatsoever, from the first day of the world, including this day and each day hereafter, and Plaintiff does specifically waive any claim or right to assert any cause of action or alleged cause of action or claim or demand which has, through oversight or error, intentionally or unintentionally or through a mutual mistake, been omitted from this Release. Defendant does hereby release, cancel, forgive and forever discharge Plaintiff and each of her holding companies, subsidiaries, affiliates, divisions, successors, heirs, and assigns in all capacities whatsoever, including without limitation as an officer, director, employee, representative, designee, agent, and shareholder thereof, from all actions, claims, demands, damages, obligations, liabilities, controversies and executions, of any kind or nature whatsoever, whether known or unknown, whether suspected or not, which have arisen, or may have arisen, or shall arise by reason of any matter, cause or thing whatsoever, from the first day of the world, including this day and each day hereafter, and Defendant does specifically waive any claim or right to assert any cause of action or alleged cause of action or claim or demand which has, through oversight or error, intentionally or unintentionally or through a mutual mistake, been omitted from this Release. DISMISSAL OF LAWSUIT ","General Release and Settlement Agreement","https://templates.business-in-a-box.com/imgs/1000px/general-release-and-settlement-agreement-D12554.png","https://templates.business-in-a-box.com/imgs/250px/12554.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12554.xml",{"title":107,"description":6},"general release and settlement agreement",[109,110],{"label":17,"url":95},{"label":97,"url":98},"general release settlement agreement","/template/general-release-and-settlement-agreement-D12554",{"description":114,"descriptionCustom":6,"label":115,"pages":116,"size":117,"extension":10,"preview":118,"thumb":119,"svgFrame":120,"seoMetadata":121,"parents":122,"keywords":127,"url":128},"TRADEMARK LICENSE This Trademark License (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Licensor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Licensee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] For good and valuable consideration, the receipt and legal sufficiency of which are hereby expressly acknowledged, the parties hereto agree as follows: WHEREAS pursuant to an asset purchase agreement dated on [SPECIFY] between Licensor and Licensee (the \"Asset Purchase Agreement\"), Licensor sold to Licensee substantially all of the property and assets (subject to the exceptions stated therein) of its [SPECIFY] business (the \"Purchased Business\") excluding, among other things, the Trade Marks (as hereinafter defined); AND WHEREAS as a condition to the completion of the purchase and sale contemplated by the Asset Purchase Agreement, the Licensor agreed to grant to the Licensee a license to use the trade marks set forth in Schedule [SPECIFY] attached hereto (the \"Trade Marks\") with respect to the wares and services set forth in such Schedule [SPECIFY]. NOW, THEREFORE, the parties hereto agree as follows: PREAMBLE The preamble shall form part hereof as if herein recited at length. GRANT OF LICENSE Subject to the terms and conditions set out herein, Licensor hereby grants to Licensee the exclusive royalty free, right and license, with the right to have others licensed in conformity with the provisions of this agreement (the \"Trade Mark License\"), to use the Trade Marks and works in which copyright subsists as set forth in Article [NUMBER] of this agreement, in [COUNTRY] (the \"Territory\"), only on and in connection with the sale and distribution of the wares and services set forth in Schedule [SPECIFY] hereto, and, if the Licensor obtains an amendment to the registration of the Trade Marks (which it will apply for at the request and expense of the Licensee), the additional wares and services set forth in Schedule [SPECIFY] hereto if such additional wares and services are offered for sale in the ordinary course of business in substantially all of the [SPECIFY] stores in [COUNTRY] operated by the Licensee in respect of the Purchased Business and such other wares and services which are offered for sale in the ordinary course of business in substantially all the [SPECIFY] stores in [COUNTRY] operated by the Licensee in respect of the Purchased Business as may be mutually agreed upon (acting reasonably) by Licensor and Licensee from time to time (herein collectively referred to as \"Designated Products and Services\"). Licensee agrees that it shall not use any Trade Mark in connection with a ware or service which is not one of the Designated Products and Services nor shall it use any Trade Mark outside of the Territory. Furthermore, Licensee shall not have the right to use any of the Trade Marks (i) in its corporate name, or (ii) other than pursuant to the terms and conditions of this Agreement. However, the Licensee may use the Trade Marks in public signage for the Licensee's [SPECIFY] outlets from which a significant variety of Designated Products and Services are offered for sale and, with the prior written consent of the Licensor (which consent cannot be unreasonably withheld) and upon satisfaction of such conditions as to the protection of the distinctiveness and goodwill of the Trade Marks as the Licensor may reasonably impose, may use the Trade Marks in association with other words or expressions in association with Designated Products and Services. It is understood and agreed that the Trade Mark License is limited strictly to the rights granted hereunder and that all other rights in the Trade Marks in connection with the present and future businesses of Licensor and its affiliates throughout the world are reserved to Licensor and its affiliates. Licensee shall have the right to assign the Trade Mark License in connection with any sale by the Licensee of all or substantially all of the Purchased Business or have further licenses granted to purchasers of all or substantially all of the Purchased Business in [SPECIFY] or to franchisees of the Licensee with or without royalties or other consideration being payable to Licensee, without the consent of Licensor and without any right on the part of Licensor to receive the whole or any part of any such other royalties or other consideration; provided, however, that Licensee shall promptly inform Licensor in writing of the identity and business address of any additional licensee or assignee and provided further that as a condition of such assignment or sublicense such additional licensee or assignee will be required to enter into a trade mark license agreement with Licensor more particularly described below. No assignment shall operate to release Licensee from its obligations hereunder. The assignment by Licensee of this Trade Mark License shall take place only upon the assignee and the Licensor entering into a trade mark license agreement substantially the same as this Trade Mark License, which agreement the Licensor shall not unreasonably refuse to negotiate and execute at the sole expense of the Licensee. The grant from time to time by Licensee to additional licensees of the right to use the Trade Marks shall be by license agreement between Licensor, Licensee and the additional licensee, which license agreement shall incorporate no less stringent obligations on the part of the additional licensee with respect to the use by such licensee of the Trade Marks than are required of Licensee by this agreement and shall not provide for the granting to any such licensee of greater rights to use the Trade Marks than are enjoyed by Licensee. Without limiting the generality of the foregoing, the additional licensee shall agree to be bound in such license agreement by the quality control and trade mark provisions set out in Articles [NUMBER] and [NUMBER] below. Licensor hereby appoints Licensee as its agent to, and Licensee hereby agrees to, enforce compliance by all additional licensees appointed by Licensee with the provisions of their respective license agreements (including, without limiting the generality of the foregoing, the quality control provisions contained therein). The appointment of Licensee as an agent is solely for the purposes of this agreement. TERM Subject to the provisions of Article [NUMBER], this agreement shall remain in full force and effect for a term of [NUMBER] years from the date of this Agreement, subject to automatic renewal for an indefinite number of further [NUMBER] year terms unless (i) at least [NUMBER] days prior to the end of the initial term or any renewal term Licensee delivers a written notice to Licensor stating that it does not wish this agreement to be renewed, or (ii) Licensee is at the time of the renewal in default under Article [NUMBER] of this agreement. QUALITY CONTROL So as not to bring discredit upon the Trade marks, Licensee agrees that the Designated Products and Services sold and distributed by Licensee will at all times be of good quality and that the Designated Products and Services will be merchandised, distributed and sold by Licensee with packaging and sales promotion materials appropriate for good quality products and services. Licensee further agrees that all Designated Products and Services will be sold, labeled, packaged, merchandised, distributed, promoted and advertised in accordance with all applicable [YOUR COUNTRY LAW] and regulations.","Trademark License Agreement","9",88,"https://templates.business-in-a-box.com/imgs/1000px/trademark-license-agreement-D5230.png","https://templates.business-in-a-box.com/imgs/250px/5230.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5230.xml",{"title":6,"description":6},[123,124],{"label":17,"url":95},{"label":125,"url":126},"Copyrights, Patents & Trademarks","copyrights-patent-trademark","trademark license agreement","/template/trademark-license-agreement-D5230",{"description":130,"descriptionCustom":6,"label":131,"pages":132,"size":87,"extension":10,"preview":133,"thumb":134,"svgFrame":135,"seoMetadata":136,"parents":138,"keywords":137,"url":143},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":137,"description":6},"non disclosure agreement nda",[139,140],{"label":17,"url":95},{"label":141,"url":142},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":145,"descriptionCustom":6,"label":146,"pages":132,"size":147,"extension":10,"preview":148,"thumb":149,"svgFrame":150,"seoMetadata":151,"parents":152,"keywords":157,"url":158},"ARTICLES OF INCORPORATION These Articles of Incorporation (the \"Agreement\") are made and effective [DATE], BY: [YOUR COMPANY NAME] (the \"Incorporator\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [REGISTERED AGENT NAME] (the \"Registered Agent\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] ARTICLES OF INCORPORATION OF [CORPORATION NAME] The undersigned subscriber to these Articles of Incorporation, a natural person competent to contract, hereby forms a corporation under the laws of the [State/Province] of [STATE/PROVINCE]. NAME The name of the corporation shall be: NATURE OF BUSINESS This corporation may engage in or transact any and all lawful activities or business permitted under the laws of [COUNTRY], the State of [STATE/PROVINCE], or any other state, county, territory or nation. CAPITAL STOCK The maximum number of shares of stock that this corporation is authorized to have outstanding at any one time is [NUMBER] shares of common stock having a par value of [VALUE] per share. ADDRESS The street address of the initial registered office of the corporation shall be: [ADDRESS] and the name of the initial Registered Agent for the corporation at that address is: [NAME] SPECIAL PROVISIONS The stock of this corporation is intended to qualify under the requirements of Section [NUMBER] of the [LAW OR CODE] and the regulations issued thereunder. Such actions as may be necessary shall be deemed to have been taken by the appropriate officers to accomplish this compliance. TERM OF EXISTENCE This corporation shall exist perpetually. LIMITATION OF LIABILITY Each director, stockholder and officer, in consideration for his services, shall, in the absence of fraud, be indemnified, whether then in office or not, for the reasonable cost and expenses incurred by him in connection with the defense of, or for advice concerning any claim asserted or proceeding brought against him by reason of his being or having been a director, stockholder or officer of the corporation or of any subsidiary of the corporation, whether or not wholly owned, to the maximum extent permitted by law","Articles of Incorporation",38,"https://templates.business-in-a-box.com/imgs/1000px/articles-of-incorporation-D998.png","https://templates.business-in-a-box.com/imgs/250px/998.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#998.xml",{"title":6,"description":6},[153,154],{"label":17,"url":95},{"label":155,"url":156},"Incorporation Agreements","incorporation-agreement","articles incorporation","/template/articles-of-incorporation-D998",{"description":160,"descriptionCustom":6,"label":161,"pages":132,"size":147,"extension":10,"preview":162,"thumb":163,"svgFrame":164,"seoMetadata":165,"parents":166,"keywords":169,"url":170},"ARTICLES OF INCORPORATION NOT FOR PROFIT CORPORATION These Articles of Incorporation (the \"Agreement\") are made and effective [DATE], BY: [YOUR COMPANY NAME] (the \"First Incorporator\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND INCORPORATOR NAME] (the \"Second Incorporator\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] ARTICLES OF INCORPORATION OF [NFP CORPORATION NAME] The undersigned, acting as incorporators of a corporation under the Not for Profit Corporation Act of the State of [NAME], adopt the following articles of incorporation for such corporation: NAME OF THE CORPORATION The name of the corporation hereinafter referred to as the \"Corporation\" is [NAME]. PERIOD OF DURATION The period of duration of the Corporation is perpetual. PURPOSES OF THE CORPORATION The Corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section [number] of [Revenue Code OR LAW], or corresponding section of any future federal tax code. The Corporation may receive and administer funds for scientific, religious, educational, and charitable purposes, within the meaning of Section [number] of [Revenue Code OR LAW] and to that end, the Corporation is empowered to hold any property, or any undivided interest therein, without limitation as to amount or value; to dispose of any such property and to invest, reinvest, or deal with the principal or the income in such manner as, in the judgment of the directors, will best promote the purposes of the Corporation, without limitation, except such limitations, if any, as may be contained in the instrument under which such property is received, these Articles of Incorporation, the By-Laws of the Corporation, or any applicable laws, to do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit or financial gain of its directors or officers except as permitted under the Not-for-Profit Corporation Law. earnings","Articles of Incorporation Not for Profit Organization","https://templates.business-in-a-box.com/imgs/1000px/articles-of-incorporation_not-for-profit-organization-D999.png","https://templates.business-in-a-box.com/imgs/250px/999.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#999.xml",{"title":6,"description":6},[167,168],{"label":17,"url":95},{"label":155,"url":156},"articles incorporation not for profit organization","/template/articles-of-incorporation-not-for-profit-organization-D999",false,{"seo":173,"reviewer":186,"legal_disclaimer":190,"quick_facts":191,"at_a_glance":193,"personas":197,"variants":222,"glossary":244,"clauses":275,"how_to_fill":326,"common_mistakes":367,"faqs":392,"industries":420,"comparisons":437,"diy_vs_lawyer":451,"jurisdictions":464,"related_template_ids_curated":485,"schema":494,"classification":495},{"meta_title":174,"meta_description":175,"primary_keyword":176,"secondary_keywords":177},"Assumption Of Risk On Proposed Name Template | BIB","Free Assumption of Risk on Proposed Name template. Covers name conflict acknowledgment, indemnification, and liability release.","assumption of risk on proposed name template",[178,179,180,181,182,183,184,185],"assumption of risk proposed name","business name risk assumption agreement","proposed name liability waiver","name conflict indemnification agreement","trademark risk assumption letter","assumption of risk name approval template","business name approval risk form","proposed name assumption of liability",{"name":187,"credential":188,"reviewed_date":189},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":192,"legal_review_recommended":190,"signature_required":190,"notarization_required":171},"medium",{"what_it_is":194,"when_you_need_it":195,"whats_inside":196},"An Assumption of Risk on Proposed Name is a legally binding document in which a business entity or individual formally acknowledges that a proposed trade name, corporate name, or brand name may conflict with existing registered names or trademarks, and accepts full responsibility for any legal consequences arising from that conflict. This free Word download gives you a structured, attorney-ready starting point you can edit online and export as PDF to file with a registrar, submit to a franchisor, or retain in your corporate records.\n","Use it when a state registrar, corporate administrator, or franchisor flags a proposed business name as potentially conflicting with an existing name but is willing to approve the registration if the applicant formally assumes all associated risk. It is also used when a parent company or licensor requires written acknowledgment before permitting use of a name that resembles its own marks.\n","Identification of the parties and the proposed name, a plain-language acknowledgment of the specific conflict or similarity, a release and indemnification clause protecting the approving authority, representations and warranties by the applicant, and a governing law and signature block.\n",[198,202,206,210,214,218],{"title":199,"use_case":200,"icon_asset_id":201},"Startup founders","Proceeding with a desired business name despite a registrar's similarity warning","persona-startup-founder",{"title":203,"use_case":204,"icon_asset_id":205},"Franchise applicants","Satisfying a franchisor's requirement before operating under a proposed location name","persona-franchise-applicant",{"title":207,"use_case":208,"icon_asset_id":209},"Corporate attorneys","Documenting a client's informed consent to name-conflict risk before entity formation","persona-corporate-attorney",{"title":211,"use_case":212,"icon_asset_id":213},"Small business owners","Registering a trade name that closely resembles an existing name in the same state","persona-small-business-owner",{"title":215,"use_case":216,"icon_asset_id":217},"Brand managers","Formalizing internal approval for a product line name that overlaps with a sister brand","persona-brand-manager",{"title":219,"use_case":220,"icon_asset_id":221},"Corporate secretaries","Filing a required risk-assumption acknowledgment with a state or provincial registrar","persona-corporate-secretary",[223,226,229,233,236,240],{"situation":224,"recommended_template":7,"slug":225},"Registrar requires written acknowledgment before approving a similar entity name","assumption-of-risk-on-proposed-name-D5188",{"situation":227,"recommended_template":85,"slug":228},"Applicant also needs to indemnify a third-party trademark holder","indemnification-agreement-D13016",{"situation":230,"recommended_template":231,"slug":232},"Franchisor requires the franchisee to assume name-similarity risk in writing","Franchise Agreement Addendum","franchise-agreement-D879",{"situation":234,"recommended_template":115,"slug":235},"Company is pursuing a full trademark clearance search and opinion","trademark-license-agreement-D5230",{"situation":237,"recommended_template":238,"slug":239},"Entity needs a broader release of all corporate-registration liabilities","General Release of Liability","unilateral-liability-release-D1045",{"situation":241,"recommended_template":242,"slug":243},"DBA filing requires a name-risk disclosure alongside the assumed-name certificate","Assumed Name Certificate (DBA)","certificate-of-abandonment-business-name-D2",[245,248,251,254,257,260,263,266,269,272],{"term":246,"definition":247},"Proposed Name","The specific trade name, corporate name, or brand name the applicant intends to register or use, as identified in the document.",{"term":249,"definition":250},"Assumption of Risk","A legal doctrine under which a party voluntarily accepts the known dangers or legal consequences associated with a particular action or decision.",{"term":252,"definition":253},"Indemnification","A contractual obligation by one party to compensate another for losses, damages, or legal costs arising from a specified event or claim.",{"term":255,"definition":256},"Hold Harmless Clause","A provision that prevents the protected party from being held liable for damages resulting from the indemnifying party's actions or choices.",{"term":258,"definition":259},"Trademark Conflict","A situation in which a proposed name is confusingly similar to an existing registered trademark, potentially giving rise to infringement claims.",{"term":261,"definition":262},"Confusingly Similar","A legal standard used by trademark offices and courts to evaluate whether two names are similar enough to create consumer confusion about the source of goods or services.",{"term":264,"definition":265},"Registrar","The government authority or administrative body responsible for approving and recording business name registrations, such as a state Secretary of State office.",{"term":267,"definition":268},"Representation and Warranty","A statement of fact made by a party at the time of signing that is true and accurate, and upon which the other party relies in entering the agreement.",{"term":270,"definition":271},"Prior Art (Name Context)","Any existing registered business name, trademark, or trade name that predates the proposed name and could form the basis of a conflict or infringement claim.",{"term":273,"definition":274},"Governing Law","The jurisdiction whose laws control the interpretation and enforcement of the agreement, typically the state or province where the entity is being registered.",[276,281,286,291,296,301,306,311,316,321],{"name":277,"plain_english":278,"sample_language":279,"common_mistake":280},"Recitals and identification of the proposed name","Identifies both parties — the applicant and the approving authority — and states the exact proposed name that is the subject of the document, along with any reference number assigned by the registrar.","WHEREAS, [APPLICANT LEGAL NAME] ('Applicant') has submitted a request to register the name '[PROPOSED NAME]' (File No. [REFERENCE NUMBER]) with [REGISTRAR / AUTHORITY NAME]; and WHEREAS, [REGISTRAR] has advised Applicant that the proposed name may be similar to one or more existing registered names or marks.","Using a trade name or abbreviated version of the applicant's name instead of its full legal entity name — this creates ambiguity about which legal person is assuming the risk.",{"name":282,"plain_english":283,"sample_language":284,"common_mistake":285},"Acknowledgment of similarity and known risk","The applicant expressly states that it has been informed of the potential name conflict, understands the nature of the similarity, and voluntarily chooses to proceed despite that risk.","Applicant acknowledges that [REGISTRAR] has identified a potential similarity between the Proposed Name and the existing name(s) [EXISTING NAME(S)], and that proceeding with registration may expose Applicant to claims of infringement, passing off, or unfair competition.","Omitting the specific existing name or names that triggered the conflict warning. A vague acknowledgment of 'possible similarities' may not satisfy a registrar's requirement or adequately document informed consent.",{"name":287,"plain_english":288,"sample_language":289,"common_mistake":290},"Voluntary assumption of risk","States unambiguously that the applicant is proceeding of its own free will, having had the opportunity to seek independent legal advice, and accepts all risk associated with using the proposed name.","Applicant voluntarily assumes all risk, liability, and legal exposure arising from the registration and use of the Proposed Name, including but not limited to claims by third parties asserting prior rights in the same or a confusingly similar name or mark.","Framing this clause as conditional ('if any conflict arises') rather than unconditional. Conditional language weakens the assumption and may not satisfy the approving authority's standard.",{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Release of the approving authority","Releases the registrar or approving body from any liability resulting from its approval of the proposed name, including any future claims brought against the applicant by third parties.","Applicant releases [REGISTRAR / AUTHORITY NAME], its officers, agents, and employees from any and all claims, damages, losses, costs, and expenses (including attorneys' fees) arising out of or related to the registration or approval of the Proposed Name.","Limiting the release to direct claims only and omitting indirect or consequential damages. A narrow release exposes the registrar to contribution claims if litigation arises.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Indemnification obligation","Obligates the applicant to defend and compensate the approving authority — and, where applicable, identified third parties — against any claims, actions, or costs arising from the approved name.","Applicant agrees to indemnify, defend, and hold harmless [REGISTRAR / AUTHORITY NAME] from and against any and all claims, suits, demands, judgments, losses, costs, and attorneys' fees arising from or related to Applicant's use of the Proposed Name.","Drafting the indemnification as one-directional without a mutual defense trigger. Where the registrar is a government body, one-directional indemnification is standard — but private approving authorities sometimes require mutual terms.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Representations and warranties by the applicant","The applicant warrants that it has conducted a reasonable name and trademark search, has not deliberately chosen the name to trade on another party's goodwill, and has the authority to sign the document.","Applicant represents and warrants that: (a) it has conducted or commissioned a reasonable search of existing business names and trademarks prior to submitting the Proposed Name; (b) it has not selected the Proposed Name with intent to cause confusion with any existing name or mark; and (c) the individual signing below has full authority to bind Applicant.","Omitting the authority-to-bind warranty. If the signatory lacks authority, the entire document may be voidable, leaving the registrar unprotected.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"No obligation on the approving authority","Clarifies that the approving authority's acceptance of this document and approval of the name does not create any ongoing duty to monitor, enforce, or defend the applicant's rights in the name.","[REGISTRAR / AUTHORITY NAME]'s acceptance of this Assumption of Risk and approval of the Proposed Name shall not constitute an endorsement of Applicant's exclusive rights to the name, nor impose any obligation on [REGISTRAR] to defend or support Applicant's use of the name.","Leaving this clause out entirely, which can lead applicants to claim the registrar implicitly guaranteed name availability or exclusivity by approving the registration.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Governing law and jurisdiction","Specifies which jurisdiction's law governs the agreement and where disputes must be resolved.","This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict-of-laws principles. Any dispute arising hereunder shall be resolved exclusively in the courts of [COUNTY], [STATE].","Selecting a governing law different from the jurisdiction of the registrar. A mismatch creates enforcement complexity if the registrar ever needs to invoke the indemnification clause.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Entire agreement and amendment","Confirms that this document is the complete agreement between the parties on the subject of name-risk assumption and can only be modified in writing.","This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior representations, communications, and understandings. No amendment shall be binding unless in writing and signed by both parties.","Omitting the entire-agreement clause when the applicant has also submitted correspondence or emails promising indemnification. Without it, prior written communications could be construed as supplementary obligations.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Signature block and date","Provides space for authorized signatures from the applicant and, where required, a countersignature from the approving authority, with printed names, titles, and the execution date.","IN WITNESS WHEREOF, the undersigned has executed this Assumption of Risk on Proposed Name as of [DATE]. [APPLICANT LEGAL NAME] By: ___________________ Name: [SIGNATORY NAME] Title: [TITLE] Date: [DATE]","Having an officer sign without confirming their authority is reflected in a corporate resolution or incumbency certificate. Some registrars reject documents signed by individuals whose authority is not documented.",[327,332,337,342,347,352,357,362],{"step":328,"title":329,"description":330,"tip":331},1,"Enter the applicant's full legal name and entity type","Use the exact registered legal name of the entity applying — the same name that appears on the formation documents or articles of incorporation. Include the entity type (LLC, Inc., Corp., LP) and the jurisdiction of formation.","Cross-check the name against your state or provincial business registry to confirm the exact spelling before inserting it into the document.",{"step":333,"title":334,"description":335,"tip":336},2,"Identify the proposed name precisely","Enter the full proposed name as submitted to the registrar, including any stylization, punctuation, or entity suffix. Also include the registrar's file or reference number if one has been assigned to the application.","If the registrar's similarity warning references a specific existing name, include that exact name in the acknowledgment clause — a vague reference is harder to enforce and may not satisfy the registrar's requirements.",{"step":338,"title":339,"description":340,"tip":341},3,"Name the approving authority correctly","Insert the full official name of the registrar, government body, or private authority whose approval is being sought — for example, 'Secretary of State of [STATE]' or '[FRANCHISOR LEGAL NAME].' Avoid abbreviations that could create ambiguity.","For state registrars, confirm the official name of the division handling business name registrations — it may differ from the office's common shorthand.",{"step":343,"title":344,"description":345,"tip":346},4,"Complete the acknowledgment of similarity clause","List the specific existing name or names flagged by the registrar, describe the nature of the similarity (phonetic, visual, or conceptual), and confirm that the applicant has been advised of the conflict in writing.","Attach the registrar's similarity notice or search report as an exhibit. Incorporating it by reference strengthens the document's record of informed consent.",{"step":348,"title":349,"description":350,"tip":351},5,"Review and confirm the indemnification scope","Confirm that the indemnification clause covers direct claims, attorneys' fees, and costs — not just final judgments. If the approving authority is a private entity, confirm whether it requires mutual indemnification or a one-way obligation.","If the applicant is a single-member LLC or sole proprietor, consider whether personal assets are exposed under the indemnification — this is a key question for a legal review.",{"step":353,"title":354,"description":355,"tip":356},6,"Complete the representations and warranties","Check each warranty statement against actual facts: confirm a trademark and name search was conducted, confirm the signatory's title and authority, and confirm that no intent to cause confusion existed in selecting the name.","Retain a copy of the trademark search report (USPTO TESS, WIPO BRAND, or equivalent) dated before the signing date to support the warranty that a search was conducted.",{"step":358,"title":359,"description":360,"tip":361},7,"Set the governing law to match the registrar's jurisdiction","Enter the state, province, or country where the registrar is located and where the entity is being registered. Confirm that the chosen forum (county and court) is consistent with that jurisdiction.","For multi-state or cross-border registrations, consider having a lawyer confirm which jurisdiction's law controls — conflict-of-laws issues are common when applicant and registrar are in different states.",{"step":363,"title":364,"description":365,"tip":366},8,"Execute with an authorized signatory before filing","Have the document signed by an officer or member with explicit authority to bind the entity — typically a CEO, President, or Managing Member. Attach a board resolution or operating agreement excerpt if the registrar requires proof of authority.","Date the document on the same day it is signed, not the day it is filed. A signing date that post-dates the filing can raise questions about the document's validity at the time of registration.",[368,372,376,380,384,388],{"mistake":369,"why_it_matters":370,"fix":371},"Vague identification of the conflicting name","An acknowledgment that references only 'potential similarities' without naming the specific conflicting name fails to document genuine informed consent and may not satisfy the registrar's submission requirements.","Insert the exact existing name flagged in the registrar's notice, and attach the similarity report as an exhibit to the signed document.",{"mistake":373,"why_it_matters":374,"fix":375},"Signing with an unauthorized individual","A document signed by an employee, agent, or officer without documented authority to bind the entity may be voidable, leaving the approving authority without enforceable indemnification protection.","Confirm the signatory's authority in the signature block, and attach a corporate resolution or operating agreement excerpt if the registrar or approving authority requires it.",{"mistake":377,"why_it_matters":378,"fix":379},"Omitting the no-obligation clause for the approving authority","Without an explicit disclaimer, applicants have argued that the registrar's approval implied a representation that the name was clear of conflicts, creating unexpected liability for the approving body.","Include a clause expressly stating that approval of the name does not constitute an endorsement of the applicant's exclusive rights or impose any duty on the registrar to monitor or defend the name.",{"mistake":381,"why_it_matters":382,"fix":383},"Using conditional language in the assumption-of-risk clause","Phrases like 'if a conflict should arise' or 'in the event of any future claim' introduce conditions that weaken the assumption and may allow the applicant to argue the risk never actually materialized in a qualifying way.","Draft the assumption as unconditional and present-tense: 'Applicant assumes all risk arising from the use of the Proposed Name, whether or not a claim is ultimately asserted.'",{"mistake":385,"why_it_matters":386,"fix":387},"Mismatching governing law with the registrar's jurisdiction","If the applicant selects its home-state law and the registrar is in a different state, enforcement of the indemnification requires cross-jurisdictional litigation, raising costs and uncertainty for both parties.","Set governing law to the jurisdiction of the registrar — or the jurisdiction where the entity is being registered — and confirm the forum selection clause is consistent.",{"mistake":389,"why_it_matters":390,"fix":391},"Filing without retaining a fully executed copy","If a third party later asserts a name-conflict claim, the applicant and the registrar both need the original signed document to prove the scope of the risk assumption and indemnification. A file copy without countersignature may be challenged.","Obtain a countersigned copy from the registrar or approving authority at the time of submission, and store it alongside the entity's formation documents and name-search records.",[393,396,399,402,405,408,411,414,417],{"question":394,"answer":395},"What is an Assumption of Risk on Proposed Name?","An Assumption of Risk on Proposed Name is a legal document in which a business entity or individual formally acknowledges that a proposed business or trade name may be confusingly similar to an existing registered name or trademark, and voluntarily accepts all legal consequences of proceeding with that name. It typically includes a release of the approving authority and an indemnification obligation running in the approving authority's favor. Registrars and franchisors use it to protect themselves from liability while still accommodating an applicant's name preference.\n",{"question":397,"answer":398},"When would a registrar require this document?","A registrar typically requires this document when a name availability search returns a similar — but not identical — existing registration, and the registrar is willing to approve the application only if the applicant formally accepts the risk of conflict. This commonly occurs when names are phonetically similar, share distinctive words, or operate in overlapping industry sectors. The registrar protects itself from future claims that it improperly approved a conflicting name.\n",{"question":400,"answer":401},"Does signing this document mean I can use the name without legal risk?","No. Signing an Assumption of Risk on Proposed Name does not clear the name for use or confirm that it is free of trademark conflicts. It documents your acknowledgment that a potential conflict exists and confirms that you — not the registrar or approving authority — bear full responsibility for any legal consequences. A third-party trademark holder can still assert infringement claims against you regardless of what the registrar has approved. A clearance opinion from a trademark attorney is the only way to assess actual infringement risk.\n",{"question":403,"answer":404},"Is this the same as a trademark clearance search?","No. A trademark clearance search is a factual investigation — conducted by an attorney or search service — that identifies existing registered and unregistered marks similar to your proposed name. An Assumption of Risk on Proposed Name is a legal agreement executed after a potential conflict has already been identified, in which you accept responsibility for that conflict. The search informs your decision; this document documents it.\n",{"question":406,"answer":407},"Can I be held personally liable under this document?","Liability depends on how the applicant is structured. If the applicant is a properly formed LLC or corporation, personal liability is generally limited to the entity — unless the individual signed in a personal capacity, the entity is a single-member LLC whose veil may be pierced, or the signatory made representations that were personally false. Review the indemnification clause carefully with a lawyer if your entity's liability protection is not firmly established before signing.\n",{"question":409,"answer":410},"Does this document protect me from trademark infringement claims?","No. This document runs in favor of the approving authority — it protects the registrar or franchisor from liability, not the applicant. It does not create any rights in the proposed name, does not bar third parties from asserting prior trademark rights, and does not constitute a defense to an infringement action. Its sole function is to document the applicant's informed consent and transfer risk from the approving authority to the applicant.\n",{"question":412,"answer":413},"What happens if a third party later sues me over the name?","If a third party asserts trademark infringement, passing off, or unfair competition after registration, the Assumption of Risk document confirms that you accepted this risk in writing — it does not shield you from the claim. The registrar or approving authority may use the document to deflect any attempt to hold it responsible. You would need to defend the infringement claim on its merits, potentially including evidence of a prior trademark search, good-faith selection of the name, and market differentiation from the conflicting mark.\n",{"question":415,"answer":416},"Is legal review necessary before signing this document?","Legal review is strongly recommended. The indemnification clause in this document can expose the applicant to substantial costs — attorneys' fees, damages, and defense obligations — if a name-conflict dispute escalates. A trademark attorney can assess the actual likelihood of a successful infringement claim against the proposed name, advise on whether to proceed or modify the name, and ensure the representations and warranties you are making are accurate. For most businesses, a 1–2 hour trademark clearance consultation ($300–$600) is worthwhile before signing.\n",{"question":418,"answer":419},"Can this document be used for DBA (doing business as) registrations?","Yes. Many county clerks and state offices that process DBA or assumed-name filings will request an assumption-of-risk acknowledgment when a proposed DBA is similar to an existing trade name in the same county or state. The document functions identically in that context — the applicant assumes risk, releases the filing authority, and indemnifies it against future claims arising from the approved DBA name.\n",[421,425,429,433],{"industry":422,"icon_asset_id":423,"specifics":424},"Franchising","industry-franchise","Franchisors require this document from franchisees seeking to operate under a location-specific or modified name that resembles another franchisee's approved name within the network.",{"industry":426,"icon_asset_id":427,"specifics":428},"Professional Services","industry-professional-services","Law firms, accounting practices, and consulting firms frequently encounter name similarity issues when state bars or professional associations flag near-identical firm names in the same practice area and geography.",{"industry":430,"icon_asset_id":431,"specifics":432},"Retail and E-commerce","industry-retail","Retailers registering trade names for new store concepts or private-label brands must address similarity flags before the name appears on storefronts, packaging, or domain registrations.",{"industry":434,"icon_asset_id":435,"specifics":436},"Technology / SaaS","industry-saas","Tech startups frequently encounter product and company name conflicts in crowded categories; this document is used when a founder insists on a flagged name before a full trademark clearance opinion is completed.",[438,441,444,447],{"vs":85,"vs_template_id":439,"summary":440},"indemnification-agreement-D12854","An Indemnification Agreement is a standalone contract in which one party broadly agrees to defend and compensate another for a defined category of losses. An Assumption of Risk on Proposed Name is narrower — it combines a risk acknowledgment with an indemnification obligation specifically tied to a named business-name conflict. Use the standalone indemnification agreement when the scope of risk extends beyond a single name decision.",{"vs":238,"vs_template_id":442,"summary":443},"general-release-D104","A General Release of Liability extinguishes past or future claims broadly between two parties, often in the context of settling a dispute or concluding a business relationship. An Assumption of Risk on Proposed Name is prospective and context-specific — it documents acceptance of a known, ongoing risk rather than releasing claims that have already arisen. The two documents serve different litigation postures.",{"vs":115,"vs_template_id":445,"summary":446},"trademark-license-agreement-D13277","A Trademark License Agreement grants a licensee the right to use a trademark owner's mark under defined conditions — it creates rights. An Assumption of Risk on Proposed Name does the opposite: it acknowledges the absence of cleared rights and accepts the legal exposure that comes with proceeding anyway. Use a license agreement when a name conflict has been resolved through a deal with the mark's owner.",{"vs":448,"vs_template_id":449,"summary":450},"Non-Disclosure Agreement (NDA)","non-disclosure-agreement-nda-D12692","An NDA protects confidential information exchanged between parties during business discussions. An Assumption of Risk on Proposed Name addresses public legal exposure — trademark and name conflicts — that arise from registering and using a business name. The two documents have no functional overlap; they may be used together when a name is being disclosed to a counterparty under confidentiality before the risk-assumption document is finalized.",{"use_template":452,"template_plus_review":456,"custom_drafted":460},{"best_for":453,"cost":454,"time":455},"Straightforward registrar filings where the similarity is minor and the business operates in a non-competitive market segment","Free","20–30 minutes",{"best_for":457,"cost":458,"time":459},"Applicants whose proposed name closely mirrors an established brand, or where the indemnification exposure is material","$300–$600 for a trademark attorney review","1–3 days",{"best_for":461,"cost":462,"time":463},"Franchise networks, regulated industries, or cross-border name registrations where multi-jurisdictional trademark exposure is significant","$800–$2,500+","1–2 weeks",[465,470,475,480],{"code":466,"name":467,"flag_asset_id":468,"note":469},"us","United States","flag-us","State secretaries of state may accept or require an assumption-of-risk letter when approving a corporate or LLC name that resembles an existing registration. State-level approval does not protect against federal trademark infringement claims under the Lanham Act. Non-compete enforceability of the name is governed separately by USPTO registration status. California, New York, and Delaware each have distinct standards for name similarity in entity filings.",{"code":471,"name":472,"flag_asset_id":473,"note":474},"ca","Canada","flag-ca","Corporations Canada and provincial registrars — including Ontario's ServiceOntario and the Registraire des entreprises in Quebec — may require a name-risk consent when a NUANS search reveals a similar existing name. Federal incorporation under the CBCA and provincial incorporation are separate processes; a risk assumption filed federally does not satisfy provincial requirements. Quebec-registered entities must ensure any name assumption document is available in French.",{"code":476,"name":477,"flag_asset_id":478,"note":479},"uk","United Kingdom","flag-uk","Companies House in England, Wales, Scotland, and Northern Ireland will reject names that are the same as or 'too like' an existing registered company name under the Companies Act 2006. An objection to a similar name can be raised by an existing company within 12 months of registration. Where a name is approved despite similarity, a written assumption of risk supports the applicant's record of informed consent and can be relevant if a complaint is later filed with the Company Names Tribunal.",{"code":481,"name":482,"flag_asset_id":483,"note":484},"eu","European Union","flag-eu","Business name registration in EU member states is governed by national law; there is no single EU-wide business name register. EUIPO trademark registrations cover the entire EU and can conflict with nationally registered business names in any member state. Companies operating across multiple EU jurisdictions should conduct name searches in each relevant national register and the EUIPO database before executing a risk-assumption document, as the document's enforceability and form requirements vary by member state.",[228,486,235,449,487,488,489,490,491,492,493,225],"general-release-and-settlement-agreement-D12554","articles-of-incorporation-D998","articles-of-incorporation-not-for-profit-organization-D999","llc-operating-agreement-D5209","letter-of-intent_acquisition-of-business-D5197","cease-and-desist-letter-D12916","partnership-agreement-D12707","certificate-of-corporate-resolution-D3",{"emit_how_to":190,"emit_defined_term":190},{"primary_folder":95,"secondary_folder":496,"document_type":497,"industry":498,"business_stage":499,"tags":500,"confidence":506},"incorporation-and-bylaws","agreement","general","all-stages",[501,502,503,504,505],"compliance","assumption-of-risk","trademark-conflict","corporate-naming","legal-liability",0.85,"\u003Ch2>What is an Assumption of Risk on Proposed Name?\u003C/h2>\n\u003Cp>An \u003Cstrong>Assumption of Risk on Proposed Name\u003C/strong> is a legally binding document in which a business entity or individual formally acknowledges that a proposed trade name, corporate name, or brand name may conflict with an existing registered name or trademark, and voluntarily accepts all legal consequences that may arise from proceeding with that name. It functions as both a risk acknowledgment and an indemnification instrument — the applicant releases the approving authority (typically a state registrar, franchisor, or corporate administrator) from liability and agrees to defend it against any third-party claims stemming from the approved name. Unlike a simple consent letter, a properly drafted assumption of risk document includes express representations by the applicant that a name search was conducted, that the name was not selected in bad faith, and that the signatory has authority to bind the entity.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed Assumption of Risk on Proposed Name, many registrars will refuse to approve a business name that resembles an existing registration — stalling your entity formation entirely. More importantly, proceeding informally without this document exposes the approving authority to contribution claims if a third-party trademark holder later files suit, and it leaves the applicant without a clear record of what risk was disclosed and accepted at the time of registration. If a competitor or brand owner asserts infringement down the line, the absence of a formal acknowledgment makes it harder to demonstrate that the name choice was deliberate and informed rather than negligent. This template gives you a structured, attorney-ready document that satisfies most registrar requirements, creates an unambiguous record of informed consent, and protects both parties in the event a name-conflict dispute escalates — all in the time it takes to fill in a form.\u003C/p>\n",1778696356550]