Fillable E-file Forms

GENERAL BUSINESS AGREEMENT (FILLABLE E-FILE FORMS)

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

WHEREAS

WHEREAS, Client requires the preparation, validation and electronic filing of certain business and regulatory forms, including but not limited to tax filings, informational returns, and other forms suitable for electronic submission (collectively, E-file Forms); and

WHEREAS, Service Provider represents that it possesses the requisite experience, technical capability and authorization to prepare, validate and transmit E-file Forms on behalf of Client in accordance with applicable standards and data security practices; and

WHEREAS, the parties desire to set forth the terms governing the provision of such services and the responsibilities of each party.

SCOPE OF WORK

Service Provider shall prepare, review, validate and transmit the E-file Forms listed below and any ancillary documentation required for successful electronic submission. The parties acknowledge that Service Provider may use third-party transmission services or authorized intermediary platforms where necessary, provided that Service Provider remains responsible for compliance with the confidentiality and data security obligations set forth herein.

PAYMENT TERMS

All fees are payable in lawful currency. Unless otherwise stated, invoices are due within the time specified in the Payment Schedule. Any undisputed past-due amounts shall accrue interest at the rate set forth in the Late Fee above and Client shall be responsible for reasonable costs of collection, including attorneys' fees. Client is responsible for any applicable taxes, assessments or withholding related to payments under this Agreement unless otherwise required by law.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: , and shall continue until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon prior written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days following written notice of the breach. Termination shall not relieve Client of its obligation to pay for services performed prior to termination, including any costs reasonably incurred by Service Provider to wind down work.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means nonpublic business, financial, technical and personal information disclosed by one party to the other in connection with this Agreement, including without limitation client data, tax identifiers, electronic filing credentials, and preparatory materials. The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except with prior written consent or as required by law. Confidential Information shall not include information that is or becomes generally available to the public other than through a breach of this Agreement.

Upon termination or expiration, the receiving party shall return or certify destruction of Confidential Information as requested by the disclosing party, except that Service Provider may retain encrypted backups to comply with record retention requirements so long as such retained materials remain subject to the confidentiality obligations herein.

INDEPENDENT CONTRACTOR; INDEMNIFICATION; LIMITATION OF LIABILITY

Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employment, agency, joint venture or partnership relationship. Client retains responsibility for review and final acceptance of any E-file Forms submitted on its behalf. Client shall indemnify and hold harmless Service Provider and its agents from and against all losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising from Client's false or incomplete information, improper authorization, or Client's failure to comply with applicable law.

EXCEPT FOR DAMAGES ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

GOVERNING LAW; NOTICES

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to conflict of law principles. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of that state unless the parties otherwise agree in writing.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any exhibits or appendices specifically incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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