Business Deduction Letter

BUSINESS DEDUCTION LETTER

Date:

WHEREAS

WHEREAS, the Provider identified above has incurred business expenses in the ordinary course of its operations which it intends to claim as deductions for reporting and accounting purposes for the period beginning through ;

WHEREAS, Recipient will rely upon Provider's representations and documentation with respect to the nature, business purpose and allocability of the described expenses in connection with internal accounting, financial reporting, or other business-related determinations;

WHEREAS, the parties desire to document the items, amounts, and terms under which the deductions are asserted and to set forth mutual covenants relating to records, confidentiality, and indemnification.

SCOPE OF WORK

ITEMIZED DEDUCTIONS

List each deduction with date, description and amount. Retain original supporting documents.

PAYMENT TERMS

Fee or reimbursement amount associated with preparation, review or processing of these deductions:

Late payment fee:

TERM AND TERMINATION

Term start date:    Term end date:

Either party may terminate this Letter for convenience upon written notice to the other party at least prior to the effective termination date. Termination shall not relieve a party of accrued obligations arising prior to termination.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public financial information, documentation and details regarding the claimed deductions and supporting records disclosed under this Letter ("Confidential Information"). Confidential Information shall not be disclosed to any third party except as required by law or as necessary to obtain professional advice, and only upon the recipient obtaining a written confidentiality obligation at least as protective as this provision.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Provider represents and warrants that, to the best of its knowledge, the listed expenses are ordinary and necessary business expenses and accurately reflect the business purpose and allocation described herein. Provider further represents that it has retained and will retain original receipts, invoices and contemporaneous records sufficient to substantiate each deduction for the applicable retention period.

Provider shall indemnify, defend and hold harmless Recipient from and against any loss, liability, cost or expense arising out of a misstatement, omission or breach of the representations in this Letter, including reasonable costs of investigation and resolution.

GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

CERTIFICATION

By signing below, Provider certifies that the information and amounts set forth in this Letter are true, accurate and complete to the best of Provider's knowledge and belief, and that Provider will produce supporting records upon request. Provider acknowledges that intentional misstatement of material facts may result in liability and that Recipient may rely on the representations contained herein.

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