Business E-File Template

BUSINESS E-FILE TEMPLATE

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of preparing, submitting and managing electronic filings and related records on behalf of clients using secure electronic systems; and

WHEREAS, Client desires to engage Service Provider to perform specified electronic filing services for Client and Service Provider is willing to perform such services pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement govern the responsibilities, fees, confidentiality and retention of records arising from electronic filing services.

Scope of Work

Service Provider will perform the electronic filing services described below on behalf of Client. The parties acknowledge that specific filings, submission formats, and deadlines shall be set out in writing and may be amended by mutual written agreement.

Payment Terms

Client shall pay Service Provider the fees for services rendered as set forth below. Fees are exclusive of any taxes or government charges unless otherwise stated.

Term and Termination

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

Either party may terminate this Agreement for material breach if the breach remains uncured for the notice period specified above. Upon termination, Client remains responsible for fees for services performed through the date of termination and for reasonable wind-down costs incurred by Service Provider.

Confidentiality

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes but is not limited to client data, account credentials, electronic filing contents, and audit logs.

The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or affiliates who need access and who are bound by confidentiality obligations at least as protective as those herein; and (c) implement and maintain commercially reasonable administrative, physical and technical safeguards to protect Confidential Information against unauthorized access, use, alteration or disclosure.

Notwithstanding the foregoing, the receiving party may disclose Confidential Information to the extent required by law or valid legal process, provided that, to the extent permitted, the receiving party gives prompt written notice to the disclosing party to permit intervention or other protective measures.

E-Filing Authorization & Data Handling

Client authorizes Service Provider to prepare, sign (where permitted), and submit electronic filings on Client’s behalf for the filing types indicated below. Service Provider will maintain contemporaneous records of submissions and provide confirmation receipts to Client.

Tax returns

Regulatory filings

Annual reports and corporate filings

Other (specify in scope of work)

Representations, Warranties and Indemnification

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement. Client represents that it has all necessary rights to permit Service Provider to access, use and submit Client’s data for the authorized filings.

Service Provider shall indemnify and hold Client harmless from third-party claims arising solely from Service Provider’s gross negligence or willful misconduct in performing services under this Agreement. Client shall indemnify and hold Service Provider harmless from third-party claims arising from Client’s inaccurate, incomplete or untimely information.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the fees paid by Client to Service Provider in the twelve months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to its conflict of laws principles.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Notices shall be in writing and delivered to the addresses set forth above unless a party provides a different address in writing.

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