FS and AGM Document Template

FS and AGM Engagement Agreement

This Engagement Agreement (Agreement) is made and entered into by and between:

Client Name:   Client Address:

Service Provider Name:   Provider Address:

Effective Date:

WHEREAS

WHEREAS, Client requires the preparation of financial statements and associated reports for the fiscal period ending , and services to prepare documentation and materials necessary for the Annual General Meeting (AGM); and

WHEREAS, Service Provider represents that it has the professional qualifications, experience and resources to provide such services in accordance with the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

Scope of Work

The Service Provider shall perform the services described below. The scope includes preparation, review and delivery of the financial statements and all AGM documentation necessary for lawful and procedurally correct conduct of the AGM.

Standard deliverables include (check all that apply):

Preparation of consolidated and/or company financial statements (balance sheet, income statement, cash flows, notes)

Preparation of notes to the financial statements and accounting policies

AGM notice, agenda, proxy forms and shareholder communications

Drafting of AGM minutes and resolutions

Preparation of supporting board papers and management letters

Payment Terms

Client shall pay Service Provider the fees and reimburse expenses as set forth below.

Reimbursable expenses: Client shall reimburse reasonable out-of-pocket expenses incurred by Service Provider in connection with the engagement, including but not limited to printing, courier, travel and lodging, subject to prior approval for expenses exceeding .

Term and Termination

This Agreement commences on the Effective Date and, unless earlier terminated in accordance with this Agreement, continues until completion of the services described in the Scope of Work or until .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach remains uncured for a period of 15 days following written notice of such breach. Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the date of termination and any non-cancellable commitments incurred on behalf of Client.

Confidentiality

Each party (Receiving Party) shall hold all non-public information received from the other party (Disclosing Party) in strict confidence and shall not use or disclose such Confidential Information except as necessary to perform under this Agreement or as required by law. Confidential Information does not include information that (i) is or becomes publicly available without breach; (ii) is already lawfully in the Receiving Party’s possession; or (iii) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

Upon termination or request, the Receiving Party shall return or destroy Confidential Information and certify in writing that it has done so. The parties acknowledge that monetary damages may be insufficient to remedy a breach of this confidentiality provision and that injunctive relief may be appropriate in addition to other remedies.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes arising under this Agreement.

Representations and Warranties

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations. Client warrants that it will provide Service Provider with access to personnel, books, records and information reasonably required for Service Provider to perform the services.

Limitation of Liability

Except for liability arising from wilful misconduct or gross negligence, each party's aggregate liability to the other for any claim arising out of or relating to this Agreement shall not exceed the total fees paid to Service Provider under this Agreement.

Entire Agreement

This Agreement, together with any written attachments or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Acceptance and Deliverables

Deliverables will be deemed accepted by Client unless Client provides written notice of material defects within 15 days of delivery. Service Provider will use reasonable efforts to correct defects in a timely manner. Final delivery obligations are subject to Client's timely provision of records, information and approvals necessary for completion.

Sign Now