E-file Signature Document

E-file Signature Document

Parties

This E-file Signature Document is entered into by and between:

Recitals

WHEREAS, Client desires to engage Service Provider to prepare, transmit and manage certain electronic filings and related documentation (collectively, the Services) on behalf of Client; and

WHEREAS, Service Provider has the capacity and systems necessary to submit electronic filings (e-filing) and to receive electronic notifications on behalf of Client under the terms set forth herein; and

WHEREAS, the parties agree that signatures, authorizations and transmissions made electronically will have the same force and effect as originals signed in ink, subject to the terms of this Agreement.

Scope of Work

Service Provider will perform the following services for Client:

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. Fees are exclusive of any governmental filing fees, taxes, or third-party charges unless otherwise stated.

Late payments shall bear interest at the rate of on the unpaid balance from the due date until paid. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice of the breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other 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 Client data, filing information, passwords, and non-public financial information.

Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those employees, agents or contractors who need to know it and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. The obligations in this section do not apply to information that is publicly available through no fault of the receiving party, already known to the receiving party without restriction, independently developed by the receiving party, or lawfully obtained from a third party.

Notwithstanding the foregoing, Client consents to Service Provider disclosing Confidential Information to governmental authorities or courts to the extent compelled by law, provided Service Provider, to the extent permitted, gives Client prompt notice of the required disclosure and cooperates with Client's attempts to limit the disclosure.

Electronic Signature; E-file Authorization; Certifications

Client hereby authorizes Service Provider to submit electronic filings and related documents on Client's behalf and to receive electronic communications and notices related to such filings. Client consents to the use of electronic signatures and electronic records in connection with all documents related to the Services and agrees that such electronic signatures and records are legally binding.

Client certifies and warrants that the persons executing this Agreement on behalf of Client have full authority to bind Client, and that all information provided to Service Provider for the purpose of preparing and submitting electronic filings is true, correct and complete to the best of Client's knowledge.

Client acknowledges that certain third-party electronic filing systems may impose additional requirements or administrative fees; Client is responsible for satisfying those requirements and paying such fees unless otherwise agreed in writing.

I acknowledge and agree: I authorize e-filing and electronic signature by Service Provider, I certify I have authority to execute and bind the Client.

Representations and Warranties; Indemnity

Each party represents that it has the power and authority to enter into this Agreement. Client shall indemnify, defend and hold harmless Service Provider from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from Client's negligence, breach of this Agreement, or any inaccurate information provided by Client to Service Provider.

Limitation of Liability

Except for liability arising from willful misconduct or a breach of the confidentiality obligations, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages. Service Provider's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement for the Services giving rise to the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in that State, and the parties hereby submit to the exclusive jurisdiction of those courts.

Entire Agreement; Amendment

This Agreement, together with any exhibits and written fee schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor in interest. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

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