Efile Instruction Template

EFILE INSTRUCTION AGREEMENT

This Efile Instruction Agreement (the Agreement) is made and entered into effective as of by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client desires to engage Service Provider to prepare, submit and transmit electronic filings and related documents on behalf of Client in accordance with the instructions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the personnel, systems and authority necessary to perform electronic filing services and to act as Client's authorized electronic filing agent for the document types designated herein; and

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

Scope of Work

The scope includes, without limitation, preparation, validation, electronic submission, acknowledgement handling and transmission of confirmations for the document types checked below, and such support and corrective filings as expressly described in the scope above or as mutually agreed in writing.

Authorized Document Types

Select the document types Client authorizes Service Provider to e-file on Client's behalf:

Federal and state tax returns

Information returns (e.g., informational filings, reports)

Business formation and corporate filings

Other:

Authorization and Credentials

Client hereby grants Service Provider the limited authority to prepare and submit electronic filings and to use Client's electronic signature, authorized PIN, access credentials or other verification methods as necessary to submit filings. Client affirms that it has the legal authority to grant this authorization and will provide accurate credentials and necessary consents.

Payment Terms

All fees are exclusive of any filing fees, third-party processing charges, or taxes. Service Provider will invoice Client in accordance with the payment schedule above. Failure to pay fees when due shall permit Service Provider to suspend filings and to charge the stated late fee on overdue balances.

Term and Termination

This Agreement commences on Start Date: and will continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for cause upon material breach by the other party if such breach is not cured within thirty (30) days of written notice. Termination shall not relieve Client of obligations to pay fees for services performed through the date of termination.

Confidentiality

Each party shall hold in strict confidence and shall not disclose to any third party any Confidential Information received from the other party, except as required to perform this Agreement or as required by law. "Confidential Information" includes all non-public business, technical and financial information, credentials, and client data disclosed in connection with the services. The obligation of confidentiality survives termination of this Agreement for a period of three (3) years.

Data Security and Retention

Service Provider will implement commercially reasonable administrative, technical and physical safeguards to protect electronic data. Client authorizes Service Provider to retain electronic copies of filings and supporting materials for a period specified here: .

Indemnification

Client shall indemnify, defend and hold harmless Service Provider and its affiliates and their respective officers, directors, employees and agents from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising from Client's instructions, inaccuracies in data provided by Client, failure to timely provide required documentation, or Client's breach of this Agreement.

Limitation of Liability

Except for willful misconduct or gross negligence, neither party shall be liable for consequential, incidental, special or punitive damages arising out of this Agreement. Service Provider's aggregate liability under this Agreement shall not exceed the fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law; Entire Agreement

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

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

Certifications and Acknowledgements

Client certifies that the information and instructions provided to Service Provider are true, complete and accurate to the best of Client's knowledge. Client acknowledges that Service Provider will rely on Client-supplied information in preparing and submitting electronic filings and is not responsible for errors attributable to incorrect or incomplete information provided by Client.

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