Financial Web Accounting Agreement

FINANCIAL WEB ACCOUNTING AGREEMENT

Parties and Contact Information

Client Name:

Recitals

This Financial Web Accounting Agreement (the Agreement) is entered into by and between Client Name: and Service Provider: effective as of Effective Date: .

Scope of Services

Provider will deliver web-based accounting and related services as selected below. Provider will maintain commercially reasonable systems and personnel necessary to perform the services described herein.

Fees, Billing and Payment

Client agrees to pay Provider fees in accordance with the schedule below. All fees are stated in U.S. dollars and do not include taxes unless explicitly noted.

Billing Cycle: ; Payment Terms: Net days from invoice date.

Past due amounts bear interest at % per month or the maximum permitted by law, and Client shall be responsible for reasonable collection costs including attorneys' fees.

Access, Credentials and Security

Client will provide Provider with access to Client's web accounting platforms, credentials, and relevant financial data. Provider will implement commercially reasonable administrative, technical and physical safeguards to protect Client data.

Data Ownership, Retention and Backups

Client retains ownership of its accounting data. Provider may maintain backups for operational continuity. Provider will retain working files for a period of unless otherwise agreed in writing. Upon termination Provider will, at Client's election, provide a copy of Client's data in commonly used formats and may charge a transition fee.

Confidentiality

Each party shall hold in strict confidence the other party's Confidential Information and shall not disclose such information except as required by law or to perform the services. Confidential Information includes financial records, login credentials, pricing, and business analytics. Confidential obligations survive termination of this Agreement for a period of three (3) years.

Warranties, Disclaimers and Limitations of Liability

Provider warrants that services will be performed in a professional manner consistent with industry standards. Except as expressly set forth in this Agreement, Provider disclaims all other warranties, whether express or implied, including implied warranties of merchantability and fitness for a particular purpose. Provider's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total Fees paid by Client to Provider in the twelve (12) months preceding the claim.

Indemnification

Client shall indemnify and hold Provider harmless from any third-party claims, liabilities, losses, or expenses arising from Client's use of the services, reliance upon Provider deliverables for tax or legal advice without separate engagement, or Client's breach of this Agreement. Provider shall indemnify Client for direct damages arising from Provider's gross negligence or willful misconduct in performing the services.

Term, Termination and Effect of Termination

The Term of this Agreement begins on the Effective Date and continues until terminated by either party upon providing written notice as set forth below. Either party may terminate for material breach if such breach remains uncured for days after written notice. Upon termination Client remains responsible for unpaid fees and expenses incurred through the effective date of termination.

Audit, Compliance and Records

Provider may retain copies of Client records as necessary to comply with professional standards. Client grants Provider limited access to Client personnel and records as reasonably necessary to perform services. Provider is not responsible for Client's failure to maintain contemporaneous source documents required by law.

Notices and Representatives

Notices under this Agreement shall be given to the parties at the addresses set forth above or to alternate addresses provided in writing. Primary billing contact: ; Billing email:

Dispute Resolution and Governing Law

The parties agree to negotiate in good faith to resolve disputes. If unresolved, disputes shall be resolved by binding arbitration in the state of Governing State: under the rules mutually agreed at the time of dispute. This Agreement is governed by the substantive laws of the specified governing state without regard to conflict of law principles.

Amendments; Entire Agreement; Severability

This Agreement constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements. Any amendment must be in writing and executed by authorized representatives of both parties. If any provision is held unenforceable, the remaining provisions remain in full force and effect.

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