Business EFILE Document

BUSINESS EFILE DOCUMENT

Client Name:   Client DBA:

Provider Name:   Provider Contact:

RECITALS

WHEREAS, Client operates a business and requires electronic filing services for tax and information returns; and

WHEREAS, Provider is engaged in the business of preparing and transmitting electronic filings and has represented that it possesses the qualifications, experience, and systems to perform such services in compliance with applicable law and security standards; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

SCOPE OF WORK

Provider shall perform electronic filing services as described below. Provider's responsibilities include secure preparation, validation, electronic transmission, and tracking of accepted or rejected filings. Client shall timely furnish all required data, authorizations, and supporting documentation.

Income Tax Returns    Payroll Tax Filings    Information Returns (e.g., 1099, W-2)    Sales/Use Tax Returns

PAYMENT TERMS

Client shall pay Provider for the services rendered in accordance with the following fees and schedule. Fees are exclusive of any taxes imposed by government authorities.

TERM AND TERMINATION

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

Start Date:   End Date:

Either party may terminate for convenience upon written notice to the other party at least days prior to the intended termination date. Provider may suspend services if Client fails to pay undisputed fees within days after written notice of delinquency.

CONFIDENTIALITY AND DATA SECURITY

Each party shall maintain as confidential all non-public information received from the other party in connection with performance under this Agreement (Confidential Information). Provider shall implement and maintain reasonable administrative, physical, and technical safeguards to protect the security and confidentiality of Client data consistent with industry standards.

Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, is legitimately obtained from a third party without restriction, or is independently developed without reference to the other party's Confidential Information. Provider shall notify Client of any unauthorized access or data breach affecting Client data within a commercially reasonable time.

CLIENT AUTHORIZATIONS

Client expressly authorizes Provider to electronically sign, transmit, and file returns and related forms on Client's behalf where permitted by law or regulation. Client represents that it is authorized to grant such authorization for the accounts and filings identified herein.

Client authorizes electronic filing by Provider as described above.    Client consents to electronic signatures and transmissions as legally binding.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party agrees to indemnify and hold harmless the other party from and against any third-party claims, liabilities, losses, or expenses resulting from that party's breach of this Agreement, negligence, willful misconduct, or inaccurate representations. Provider's aggregate liability under this Agreement for any cause shall not exceed the total fees actually paid by Client to Provider under this Agreement during the preceding twelve (12) months, except for liability arising from willful misconduct or gross negligence.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments, constitutes the entire agreement between the parties relating to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. Any amendments must be 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 shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a sale of substantially all assets or a merger.

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