Business Nexus Document

BUSINESS NEXUS DOCUMENT

This Business Nexus Document ("Agreement") is entered into as of by and between:

Company Name:   Business Address:

Service Provider Name:   Business Address:

RECITALS

WHEREAS, Company engages in commercial activities that may create a business or tax nexus in one or more jurisdictions as a result of the activities of Service Provider; and

WHEREAS, Service Provider performs services, supplies personnel, or conducts transactions on behalf of Company, and the parties wish to define the allocation of responsibilities, compliance obligations, and financial terms related to any nexus created by such activities; and

WHEREAS, the parties intend by this Agreement to set forth procedures for determining, disclosing, registering for, and remediating any nexus in a consistent and legally compliant manner.

SCOPE OF WORK

The foregoing services include activities that may give rise to nexus for corporate presence, sales, payroll, or other tax obligations, including but not limited to: placing employees or contractors in a jurisdiction; maintaining inventory; soliciting sales through affiliates; or providing support services. The parties will cooperate in identifying specific nexus-generating activities and documenting the factual circumstances supporting nexus determinations.

NEXUS ACTIVITIES

The parties acknowledge the following categories of activities that shall be treated as potential nexus-generating activities for purposes of this Agreement:

 Physical presence of personnel or property in a jurisdiction.

 Inventory storage, warehousing or fulfillment activities.

 Affiliate or agent activities that solicit or consummate sales on behalf of Company.

PAYMENT TERMS

All invoices shall set forth the activities giving rise to nexus determinations where applicable. Company shall reimburse Service Provider for reasonable, documentable costs of registration, filings, or remediation attributable to Company-directed activities, provided that prior written approval is obtained for costs in excess of .

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated pursuant to this section.

Either party may terminate this Agreement for material breach if the breach remains uncured for the notice period specified above following written notice. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations and obligations to cooperate in the remediation of nexus issues that arose during the term.

CONFIDENTIALITY

Each party shall hold in confidence and not disclose the other party's Confidential Information except as necessary to perform obligations under this Agreement or as required by law. "Confidential Information" includes nexus analyses, registration filings, tax account numbers, and nonpublic commercial information. Confidentiality obligations shall survive termination for unless a longer period is required by statute.

COMPLIANCE, RECORDS & INDEMNIFICATION

Service Provider shall promptly notify Company in writing when activities performed on behalf of Company may create nexus in a jurisdiction. Unless otherwise agreed in writing, Company is responsible for registering, filing, and paying taxes attributable to Company-controlled activities. Service Provider will provide reasonable assistance and records to support filings and audit responses.

Each party indemnifies and holds the other harmless from any liabilities, penalties, interest, or costs arising from that party's failure to perform its registration, reporting, or payment obligations under this Agreement, except to the extent such liabilities result from the indemnitee's gross negligence or willful misconduct.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any documents explicitly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous negotiations, representations, or agreements, whether written or oral. No amendment will be effective unless in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

Notices required under this Agreement must be in writing and delivered to the addresses provided above. If any provision is held unenforceable, the remaining provisions remain in full force and effect. The parties agree to cooperate in good faith to effectuate any registrations or filings needed to comply with applicable law and to allocate any assessed liabilities consistent with the indemnification provisions herein.

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