Fill and Sign the Accounting Agreement Form

- 1 – INDEPENDENT CONTRACTOR ACCOUNTING AGREEMENT THIS AGREEMENT made and entered into on the date last written below, by and betwee n   (hereinafter “Company”), and , an independent contractor (hereinafter “Accountant”); WHEREAS, the Company desires to retain the services of Accountant, and Accountant desi res to render services to the Company, upon the terms and conditions hereinafter stated: NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, do hereby promise and agree as follows: SECTION 1 – SCOPE OF DUTIES TO BE PROVIDED 1.1 Term . Company agrees to hire Accountant, at will, for a term commencing on , 20 and continuing until terminated in accordance with Section 4 of this agreement. 1.2 Duties . Accountant agrees to perform work for the Company on the terms and conditions set forth in this agreement and agrees to devote all necessary time and attention (reasonable periods of illness excepted) to the performance of the duties specified in this agreement. Accountant's duties shall include the following: Accountant further agrees that in all aspects of such work, Accountant shall comply with the policies, standards, regulations of the Company from time to time established, and shall perform the duties assigned faithfully, intelligently, to the best of his/her/thei r ability, and in the best interest of the Company. SECTION 2 – CONFIDENTIALITY 2.1 Confidentiality . Accountant acknowledges and agrees that all financial and accounting records, lists of property owned by Company, including amounts paid therefore, client and customer lists, and other Company data and information related to its business (hereinafter collectively "Confidential Information") are valuable assets of the Company. Except for disclosures required to be made to advance the business of the Company and information which is a matter of public record, Accountant shall not, during the term of - 2 – this Agreement or after the termination of this Agreement, disclose any Confidential Information to any person or use any Confidential Information for the benefit of Accountant or any other person, except with the prior written consent of the Company. Company understands that certain Confidential Information may be required to be disclosed to certain individuals: directors, officers, employees, agents, or advisors (collectively, Representatives) of Accountant. Accountant shall maintain records of the persons to whom Confidential Information is distributed, will inform all such persons of the confidential nature of the information, will direct them to treat such informa tion in accordance with this agreement, will exercise such precautions or measures as may be reasonable in the circumstances to prevent improper use of Confidential Information by them, and will be responsible for any breaches by them of the provisions of this agreement. The term “confidential information” does not include information that is or becomes publicly available (other than through breach of this Agreement) or information that is or becomes available to Accountant on a non-confidential basis, provided that t he source of such information was not known by Accountant (after such inquiry as would be reasonable in the circumstances) to be bound by a confidentiality agreement or other legal or contractual obligation of confidentiality with respect to such information. In the event that Accountant or any of Accountant’s representatives, assigns, or agents are requested or required by law or legal process to disclose any of the Confidential Information, the party required to disclose such information shall provide Company with prompt oral and written notice before making any disclosure. In addition, Confidential Information may be disclosed to the extent required in the course of inspections or inquiries by federal or state regulatory agencies to whose jurisdiction Accountant is subject and that have the legal right to inspect the files that contain the Confidential Information, and the Accountant will advise Employer promptly upon such disclosure. 2.2 Return of Documents . Accountant acknowledges and agrees that all originals and copies of records, reports, documents, lists, plans, memoranda, notes and other documentation related to the business of the Company or containing any Confidential Information shall be the sole and exclusive property of the Company, and shall be returned to the Company upon the termination of this Agreement or upon the written request of the Company. - 3 – 2.3 No Release. Accountant agrees that the termination of this Agreement shall not release Accountant from any obligations under Section 2.1 or 2.2. SECTION 3 - COMPENSATION 3.1 Compensation . In consideration of all services to be rendered by Accountant to the Company, the Company shall pay to said the amount of $ per hour week bi-weekly month year other . 3.2 Withholding; Other Benefits . Compensation paid pursuant to this Agreement shall not be subject to the customary withholding of income taxes and other employment taxes. Accountant shall be solely responsible for reporting and paying any such taxes. The Company shall not provide Accountant with any coverage or participation in the Company's accident and health insurance, life insurance, disability income insurance , medical expense reimbursement, wage continuation plans, or other fringe benefits provided to regular employees. SECTION 4 - TERMINATION 4.1 Termination at Will . This Agreement may be terminated by the Company immediately, at will, and in the sole discretion of the President of the Company. Accountant may terminate this Agreement upon days written notice to the Company. This Agreement also may be terminated at any time upon the mutual written agreem ent of the Company and Accountant. SECTION 5 - INDEPENDENT CONTRACTOR STATUS 5.1 Accountant acknowledges that he/she is an independent contractor and is not an agent, partner, joint venturer nor employee of Company. Accountant shall have no authority to bind or otherwise obligate Company in any manner nor shall Accountant represent to anyone that it has a right to do so. Accountant further agrees that in the event that the Company suffers any loss or damage as a result of a violation of this provision Accountant shall indemnify and hold harmless the Company from any such loss or damage. 5.2 Assignment. The Accountant shall not assign any of his/her rights under this agreement, or delegate the performance of any of his/her duties hereunder, without the prior written consent of the Company. SECTION 6 - REPRESENTATIONS OF WARRANTIES OF ACCOUNTANT - 4 – 6.1Accountant represents and warrants to the Company that there is no employment contra ct or other contractual obligation to which Accountant is subject, which prevents Accountant from entering into this Agreement or from performing fully Accountant's duties under this Agreement. 6.2 Accountant represents that he/she is licensed by the appropriate licensing agency for t he accounting profession and that he/she is in good standing with such agency. SECTION 7 - MISCELLANEOUS PROVISIONS 7.1 The provisions of this Agreement shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the parties. Any provision hereof which imposes upon Accountant or Company an obligation after termination or expiration of this Agreement shall survive termination or expiration hereof and be binding upon Accountant or Company. 7.2 No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 7.3 This Agreement shall be governed by and shall be construed in accordance with the laws of the State of . 7.4This Agreement constitutes the entire agreement between the parties pertaining to its subject matter and supersedes all prior contemporaneous agreements, representations and understandings of the parties. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all parties. 7.5 Severability. If any provision of these policies and regulations or the application thereof to any person or circumstances is held invalid, such invalidity shall not affect other provisions or applications of these policies and regulations which can be given effect without the invalid provision or application, and to this end the provisions of these policies and regulations are severable. In lieu thereof, there shall be added a provi sion as similar in terms to such illegal, invalid and unenforceable provision as may be possible and be legal, valid and enforceable . - 5 – WITNESS OUR SIGNATURES, this the day of , 20 . ___________________________ EMPLOYER ___________________________ ACCOUNTANT