Business FAS Document

BUSINESS FAS DOCUMENT

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

WHEREAS

WHEREAS, Client requires Financial Accounting Services (referred to herein as "FAS") relating to accounting, fixed asset schedules, reconciliations, and reporting for the period commencing on Start Date: ; and

WHEREAS, Service Provider represents that it possesses the expertise, personnel, and systems required to perform the FAS described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide such services to Client.

SCOPE OF WORK

Service Provider will perform Financial Accounting Services as described below. Deliverables shall include fixed asset schedules, reconciliation reports, journal entries, and supporting documentation. Any additional services require written change order.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. All fees are stated in U.S. dollars and are exclusive of applicable taxes.

Invoices are due within days of invoice date. Late payments shall accrue interest at a rate of on the unpaid balance, compounded monthly, or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice no less than days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Recipient") in connection with this Agreement, including without limitation financial information, schedules, internal methodologies, client lists, and technical data.

Obligations: Recipient shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) restrict disclosure to those employees, contractors, or agents with a bona fide need to know and who are bound by confidentiality obligations no less protective than those herein. Recipient shall exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available through no breach of this Agreement by Recipient; (ii) was rightfully in Recipient's possession prior to disclosure; (iii) is independently developed by Recipient without use of Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided Recipient gives prompt notice and cooperates to seek protective measures.

Duration: The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of from the date of termination, except that trade secrets shall remain protected for so long as such information qualifies as a trade secret under applicable law.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve disputes promptly by negotiation between executive representatives. If unresolved, disputes shall be resolved by binding arbitration administered in accordance with the parties' election at the time of dispute, or by a court of competent jurisdiction in the chosen governing state if arbitration is not elected.

INDEMNIFICATION; LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, and employees from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, provided that the indemnified party gives prompt written notice and cooperates in the defense.

Limitation of Liability: Except for liability arising from a party's willful misconduct, gross negligence, or breach of confidentiality or indemnification obligations, neither party shall be liable for indirect, incidental, consequential, special, or punitive damages, and the aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

CHANGE ORDERS

Any material change in scope, deliverables, schedule, or fees shall require a written change order executed by authorized representatives of both parties. Change orders shall specify the change, applicable fees, and any adjustment to the schedule.

ENTIRE AGREEMENT

This Agreement, including any executed change orders, 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 written or oral. No modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information provided below by hand, certified mail (return receipt requested), or overnight courier, and shall be deemed given upon receipt.

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