E-Filing Authorization Form

E-Filing Authorization Form

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of preparing and electronically filing regulatory, corporate and tax-related documents on behalf of clients using electronic filing systems and related services; and

WHEREAS, Client desires to retain Service Provider to perform electronic filing services for the matters identified in the Scope of Work and to grant Service Provider the limited authorizations necessary to access, submit, and retrieve filings on Client's behalf under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Authorization, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Authorization and Duties

Client hereby authorizes Service Provider to prepare, execute where permitted, and electronically file the documents and submissions described in the Scope of Work on Client's behalf. This authorization includes the authority to:

• Access Client online accounts and portals as necessary to transmit filings;
• Execute electronic signatures and attestations on Client's behalf where permitted by the receiving authority;
• Receive and deliver filing confirmations, receipts, and notices related to the authorized filings.

Client shall provide accurate information and required documentation in a timely manner. Service Provider's obligations are limited to performing the tasks expressly set forth in this Authorization and in the Scope of Work.

Access, Credentials, and Data Handling

Client shall supply all credentials, authorizations, and required consents for Service Provider to access electronic filing systems necessary to perform the Scope of Work. Client authorizes Service Provider to store, use and transmit such credentials solely for the performance of this Authorization. Service Provider shall implement commercially reasonable administrative, physical and technical safeguards to protect Client data from unauthorized access, disclosure, alteration, or destruction.

Payment Terms

In consideration for Services performed under this Authorization, Client shall pay Service Provider the fees set forth below according to the stated schedule. All fees are exclusive of any governmental fees, filing fees, or third-party charges, which are Client's responsibility unless otherwise agreed in writing.

Term and Termination

This Authorization commences on and shall continue until , unless earlier terminated in accordance with this section.

Either party may terminate this Authorization for convenience by providing written notice to the other party at least days prior to the intended termination date. Either party may terminate for cause if the other party materially breaches this Authorization and fails to cure within 15 days after written notice of such breach.

Confidentiality

Each party shall hold in confidence and shall not disclose or use any Confidential Information of the other party except as necessary to perform under this Authorization. "Confidential Information" includes non-public business, financial, technical, customer and personnel information, and any non-public data exchanged in connection with the services. Confidentiality obligations survive termination for a period of three years, except that Client account credentials shall be returned or destroyed upon termination.

Representations, Indemnification and Liability

Client represents that all information provided to Service Provider is true, complete and accurate. Client shall indemnify, defend and hold harmless Service Provider from and against any claims, losses, liabilities or expenses arising from Client's negligent, fraudulent or willful misrepresentation of such information or failure to provide required authorizations.

Service Provider's liability for direct damages arising out of this Authorization shall be limited to direct monetary damages not to exceed the total fees paid by Client to Service Provider under this Authorization for the specific filing or matter at issue. In no event shall either party be liable for consequential, incidental, punitive or special damages.

Governing Law

This Authorization shall be governed by and construed in accordance with the laws of the state indicated below. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising under this Authorization.

Entire Agreement

This Authorization, including the Scope of Work and any attachments or written amendments signed by both parties, 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. Any modification must be in writing and signed by both parties.

Miscellaneous Provisions

If any provision of this Authorization is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Authorization without the prior written consent of the other, except that Service Provider may assign rights to a successor in connection with a merger or sale of substantially all of its assets.

Acknowledgments

By signing below, Client acknowledges that Client has read and understands this Authorization, consents to the actions described herein, and authorizes Service Provider to act on Client's behalf for the limited purposes described in the Scope of Work.

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