Fiscal Services Contract

FISCAL SERVICES CONTRACT

This Fiscal Services Contract (the "Agreement") is entered into as of by and between Client Name: (the "Client") and Service Provider Name: (the "Provider"). Client and Provider are sometimes individually referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client requires fiscal administration, bookkeeping, reporting, and related financial services to manage its financial affairs and compliance obligations; and

WHEREAS, Provider represents that it has the professional qualifications, personnel, and systems necessary to perform fiscal services in accordance with accepted accounting practices and applicable law; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider will perform fiscal services for Client.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Fiscal Services" means the services described in Section 2, including but not limited to bookkeeping, accounts payable and receivable, payroll processing, financial reporting, budget monitoring, and tax preparation assistance. 1.2 Terms defined elsewhere in this Agreement have the meanings assigned to them where used.

2. SCOPE OF SERVICES

2.1 Provider shall provide Fiscal Services as set forth in the Service Description below and in any statement of work mutually executed by the Parties. Provider shall exercise the degree of care, skill and diligence ordinarily exercised by reputable fiscal service providers in the performance of services substantially similar to those described herein.

3. TERM; TERMINATION

3.1 Term. This Agreement commences on the Effective Date specified above and continues for an initial term of unless earlier terminated as provided below.

3.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days prior written notice to the other Party.

3.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches any representation, warranty, covenant or obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

4. COMPENSATION; PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in this Section and any attached schedule. The base fee for services is per .

4.2 Invoicing and Payment Terms. Provider will submit monthly invoices to Client. Unless otherwise agreed, amounts invoiced are due and payable within days of invoice date. Late payments shall accrue interest at .

4.3 Expenses and Taxes. Client shall reimburse Provider for preapproved out-of-pocket expenses incurred in connection with performing services. Fees do not include taxes; Client is responsible for applicable taxes, excluding taxes based on Provider's net income.

5. CONFIDENTIALITY

5.1 Confidential Information. Each Party acknowledges that, in the course of performance, it may receive confidential or proprietary information of the other Party ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving Party, independently developed by the receiving Party without use of the disclosing Party's Confidential Information, or rightfully obtained from a third party without restriction.

5.2 Non-Disclosure. The receiving Party shall not disclose or use Confidential Information except as necessary to perform its obligations under this Agreement or as required by law, regulation, or valid order of a court or governmental body, provided the receiving Party provides prompt notice to the disclosing Party to permit protective measures.

6. RECORDS; AUDIT

6.1 Records. Provider shall maintain complete and accurate records of services performed and amounts billed. Such records shall be retained for a minimum of years.

6.2 Audit Rights. Client shall have the right, at its expense and upon reasonable prior notice, to audit Provider's records relating to services and fees once per 12-month period during normal business hours. If an audit reveals an underpayment by Client of more than 5% for the audited period, Provider shall reimburse Client's reasonable audit costs.

7. INDEPENDENT CONTRACTOR

Provider is an independent contractor and not an employee, agent, or legal representative of Client for any purpose. Provider shall be solely responsible for the payment of wages, benefits, payroll taxes and other statutory obligations for its personnel.

8. LIABILITY; INDEMNIFICATION

8.1 Indemnification by Provider. Provider shall indemnify, defend and hold harmless Client from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of Provider's gross negligence, willful misconduct, or material breach of this Agreement.

8.2 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct, or Provider's obligations under Section 8.1, in no event shall either Party be liable for indirect, incidental, consequential, punitive or special damages. Provider's aggregate liability arising out of or in connection with this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the preceding 12 months.

9. INSURANCE

Provider shall maintain and provide evidence of commercial general liability insurance and professional liability (errors and omissions) insurance in amounts reasonable for the services performed, and shall furnish certificates upon Client's request.

10. DATA PROTECTION AND SECURITY

Provider shall implement and maintain administrative, technical and physical safeguards reasonably designed to protect Client Data against unauthorized access, use, disclosure, alteration and destruction. Provider shall promptly notify Client of any unauthorized access to or disclosure of Client Data and cooperate in any remediation.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the address or email designated by the Parties below. Notice is effective upon personal delivery, one business day after delivery to a nationally recognized overnight courier, or three business days after deposit in the United States mail, postage prepaid and certified.

12. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties. No failure or delay by either Party in exercising any remedy or right shall operate as a waiver of such remedy or right.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of without regard to choice-of-law principles. The Parties submit to the exclusive jurisdiction and venue of the state and federal courts located in for any action arising out of or relating to this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any schedules and exhibits attached hereto and any mutually executed statements of work, constitutes the entire agreement between the Parties and supersedes all prior agreements, negotiations and understandings relating to the subject matter hereof. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means that reproduce a signature, including PDF or image, shall be binding.

16. MISCELLANEOUS

The obligations and rights of Provider under this Agreement that by their nature should survive termination or expiration shall survive, including but not limited to confidentiality, indemnification, records retention, and limitations of liability.

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