Business E-file Documents

Business E-file Documents

This Business E-file Documents Agreement (the Agreement) is entered into by and between:

Client Name:

Business Name:

Recitals

WHEREAS, Client operates a business and requires preparation and electronic filing of business-related documents, returns and filings as specified herein; and

WHEREAS, Service Provider is engaged in the business of preparing, transmitting and filing electronic business documents and has represented that it has the necessary skill and systems to securely transmit such documents on behalf of Client; and

WHEREAS, the parties desire to set forth the terms under which Service Provider will prepare, transmit and e-file designated business documents on behalf of Client.

Scope of Work

Service Provider shall perform the services described below for the period of this Agreement. The services shall include preparation, electronic transmission and filing of the documents listed, reasonable review for internal consistency, and delivery of filing confirmations to Client.

Authorization to E-file and Client Certifications

Client authorizes Service Provider to electronically sign, transmit and file the documents described in the Scope of Work on behalf of Client where permitted by applicable filing authority. Client certifies that all information provided to Service Provider for preparation and filing is true, correct and complete to the best of Client's knowledge. Client understands that Service Provider's authorization to e-file is limited to documents expressly identified in the Scope of Work.

Payment Terms

Client shall pay Service Provider the fees set forth below for preparation and e-filing services. All fees are due in accordance with the schedule selected by Client.

Service Provider may suspend filing until outstanding fees, including accrued late fees, are paid. Client is responsible for any fees charged by filing authorities or third-party vendors in addition to Service Provider's fees.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate for material breach if the breach remains uncured thirty (30) days after written notice. Service Provider may terminate immediately if Client's actions create a material risk to filings, to systems, or to compliance with filing authority requirements. Termination does not relieve Client of payment obligations for work performed through the date of termination.

Confidentiality

Each party shall protect Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. "Confidential Information" includes business records, tax data, financial statements, login credentials, and any non-public information exchanged under this Agreement. Confidential Information does not include information that is or becomes publicly available through no wrongful act of the receiving party, is rightfully received from a third party without restriction, or is independently developed.

Service Provider may disclose Confidential Information to its employees, contractors and third-party vendors on a need-to-know basis provided such persons are bound by confidentiality obligations no less protective than those in this Agreement. Upon written request or termination of this Agreement, Service Provider shall return or securely destroy Client Confidential Information except to the extent retention is required by law or by Service Provider's internal document retention policy.

Data Security

Service Provider shall employ commercially reasonable administrative, physical and technical safeguards to protect Client electronic data during transmission and storage. Client acknowledges that no system is entirely secure and agrees to maintain reasonable safeguards for access credentials and to promptly notify Service Provider of any suspected unauthorized access.

Limitation of Liability

Except for willful misconduct or gross negligence, Service Provider's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. In no event shall Service Provider be liable for consequential, incidental or punitive damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflicts of law rules.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification to this Agreement must be made in writing and signed by both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of its business.

Acknowledgment and Certification

By signing below, Client and Service Provider each certify that they have authority to enter into this Agreement, that the information provided is accurate, and that they consent to electronic signatures and electronic delivery of documents related to the services contemplated by this Agreement.

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