Business DOR Document

BUSINESS DOR DOCUMENT

This General Business Agreement (the "Agreement") is made effective as of Date: by and between Party A Name: (Provider), and Party B Name: (Client). The parties agree as follows:

RECITALS

WHEREAS, Provider is engaged in the business of providing tax reporting assistance, advisory services, and related administrative support to businesses, and holds expertise necessary to assist with Department of Revenue filing, reporting, and compliance matters; and

WHEREAS, Client desires to retain Provider to perform certain services relating to DOR reporting and related business compliance, subject to the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the services and payments described below.

SCOPE OF WORK

Provider will perform the services described above, which may include preparation and review of Department of Revenue filings, calculation of applicable taxes and penalties, preparation of supporting schedules, correspondence with taxing authorities on Client's behalf where expressly authorized in writing, and reasonable assistance in audits or examinations limited to the extent specifically retained in writing by the Client.

PAYMENT TERMS

Unless otherwise agreed in writing, invoices are due within days of invoice date. Late payments shall accrue interest at the rate of per month, or the maximum rate permitted by law, whichever is less. Client shall also reimburse Provider for reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party if such breach is not cured within 15 days after written notice.

CONFIDENTIALITY

Each party acknowledges that, in the course of performing this Agreement, it may receive or have access to confidential or proprietary information of the other party ("Confidential Information"). Confidential Information shall not include information that is publicly available other than through a breach of this Agreement, or information independently developed without use of the disclosing party's Confidential Information.

Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use the same degree of care to protect such Confidential Information as it uses for its own similar information but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those herein. These confidentiality obligations shall survive termination of this Agreement for a period of .

DEPARTMENT OF REVENUE COMPLIANCE

Client acknowledges that certain filings and reports must be made to the Department of Revenue (DOR) and that Provider's engagement under this Agreement is limited to the specific services described in the Scope of Work. Provider shall exercise reasonable care in preparing or reviewing DOR submissions, but Client retains ultimate responsibility for accuracy and timeliness of filings made under Client's legal authority. Client shall promptly provide Provider with all information, records and authorizations reasonably necessary for Provider to perform the services.

Client agrees to indemnify, defend and hold harmless Provider from any claims, liabilities, losses, or penalties arising from Client's failure to provide accurate information, to authorize necessary filings, or otherwise to comply with applicable DOR requirements, except to the extent caused by Provider's gross negligence or willful misconduct.

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. Any dispute arising from or relating to this Agreement shall be resolved in courts of competent jurisdiction located in that State.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. No amendment or modification of this Agreement will be binding unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided that the assignee assumes the obligations hereunder.

By signing below, the signatories represent that they are authorized to enter into this Agreement on behalf of the party for whom they sign, and that the information provided in this document is true and complete to the best of their knowledge.

I certify that the information provided in this Agreement is accurate and that I am authorized to bind the party identified above.

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