Business Bookkeeping Contract

BUSINESS BOOKKEEPING CONTRACT

This Business Bookkeeping Contract (the "Agreement") is entered into as of Date: by and between:

RECITALS

WHEREAS, Client requires professional bookkeeping, accounting support and related recordkeeping services for its business operations; and

WHEREAS, Bookkeeper represents that it possesses the qualifications, experience and personnel necessary to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Bookkeeper will provide bookkeeping services to Client.

SCOPE OF WORK

Bookkeeper shall provide bookkeeping services for Client as described below. Services will be performed in accordance with generally accepted bookkeeping standards and shall include, at a minimum, the items set forth in this section.

Deliverables may include periodic financial statements, reconciliation of accounts, accounts payable/receivable management, payroll support (if agreed), and preparation of materials for tax filing. Client acknowledges that Bookkeeper is not engaged to provide tax advice or legal services unless expressly agreed in writing.

PAYMENT TERMS

If any invoice is not paid within days of the invoice due date, a late fee shall apply of % per month, compounded monthly, or a flat fee of $ , whichever is greater.

Client shall reimburse Bookkeeper for reasonable out-of-pocket expenses pre-approved by Client. Bookkeeper may suspend services if invoices are past due by more than the agreed grace period after written notice.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days following written notice of breach.

Upon termination, Bookkeeper shall deliver to Client all completed work and reasonably requested work-in-progress; Client shall pay Bookkeeper for all services performed and expenses incurred through the effective date of termination.

CLIENT OBLIGATIONS

Client shall provide Bookkeeper with timely access to financial records, bank and credit card statements, payroll information and any third-party systems necessary for Bookkeeper to perform the services. Client warrants that all information provided will be true, accurate and complete to the best of Client's knowledge.

CONFIDENTIALITY

Each party acknowledges that, in the course of performance, it may receive confidential information of the other party. "Confidential Information" includes non-public business, financial and personal information. The receiving party shall: (a) hold Confidential Information in strict confidence, (b) use such Confidential Information only to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, or information independently developed or rightfully obtained from a third party. The obligations of confidentiality survive termination of this Agreement for a period of three (3) years.

LIMITATION OF LIABILITY & INDEMNIFICATION

Bookkeeper shall perform services with reasonable skill and care. EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT. CLIENT SHALL INDEMNIFY AND HOLD HARMLESS BOOKKEEPER FROM CLAIMS ARISING FROM CLIENT'S FAILURE TO PROVIDE ACCURATE INFORMATION OR FROM CLIENT'S MISUSE OF DELIVERABLES.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attached exhibits or schedules signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, representations and understandings of the parties, whether written or oral. Any amendment must be in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Notices under this Agreement shall be given in writing to the addresses set forth above or such other address as a party may designate by notice. If any provision is held invalid, the remainder of the Agreement shall remain in full force. Neither party may assign this Agreement without the prior written consent of the other, except that Bookkeeper may assign to an affiliate or in connection with a sale of substantially all of its business.

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