Business EIT Document

Business EIT Document

This Business EIT Document (this "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client conducts a business that requires the collection, processing, or reporting of employment-related tax and identification information and desires certain services to support those processes; and

WHEREAS, Provider represents that it has the technical and professional capacity to provide the services described in this Agreement, including specialized handling of employee identification and tax documentation, and is willing to provide such services to Client under the terms and conditions set forth herein.

WHEREAS, the parties intend for this Agreement to define the scope, payment terms, confidentiality requirements, and allocation of risk in connection with Provider's performance of services for Client.

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Provider will maintain appropriate records of work performed, retain copies of submitted documentation as required by law, and make such records available to Client upon reasonable request.

PAYMENT TERMS

Client shall pay Provider for services rendered as follows:

Provider shall issue invoices conforming to the agreed schedule. Unless otherwise stated in an invoice, Client shall pay invoiced amounts within the payment period set forth in the Payment Schedule. Overdue amounts shall accrue interest at the Late Payment Fee rate above, calculated monthly, plus any reasonable costs of collection, including attorneys' 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 this Agreement for convenience upon providing Notice Period (days): days' written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public business, employee, tax, or technical information disclosed by one party to the other, whether disclosed orally or in writing and identified as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall: (a) use Confidential Information solely for performance under this Agreement; (b) restrict disclosure to employees, agents, or subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of disclosure by the receiving party; (ii) was lawfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of State: without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for resolution of disputes arising under this Agreement, except that either party may seek injunctive relief in any court of competent jurisdiction to prevent actual or threatened breaches of confidentiality or misuse of proprietary materials.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

PARTY INFORMATION AND NOTICES

Each party represents and warrants that it has full right and authority to enter into and perform this Agreement, that the individual signing on its behalf is authorized to bind the party, and that performance of its obligations will not violate any applicable law or contractual obligation.

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