Legal ERC Agreement

LEGAL ERC AGREEMENT

This Legal ERC Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: , Client Address: and Provider Name: , Provider Address: . Client and Provider are individually a "Party" and together the "Parties."

RECITALS

WHEREAS, Client seeks to identify, calculate, and pursue recovery of Employee Retention Credits ("ERC") for eligible payroll tax periods for which Client may qualify; and

WHEREAS, Provider is engaged in the business of evaluating payroll records, preparing analyses and claim documentation, and assisting clients in filing amended returns or refund claims to obtain ERCs; and

WHEREAS, Client desires to retain Provider to render the services set forth herein and Provider agrees to provide such services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

(a) "ERC" means any refundable tax credit or refund attributable to wages, health plan expenses, or other eligible payroll costs pursuant to applicable law and regulation as in effect for the relevant periods.

(b) "Claim" means any amended return, refund request, credit claim, administrative submission, or other document submitted to a taxing authority or payroll processor seeking an ERC on behalf of Client.

2. ENGAGEMENT AND SCOPE OF SERVICES

2.1 Engagement. Client hereby engages Provider, and Provider accepts such engagement, to perform the services described in this Section 2 (the "Services") in connection with potential ERC claims for the periods identified by Client and accepted by Provider.

2.2 Specific Services. Provider's Services shall include, as applicable: reviewing payroll and related records; performing ERC eligibility analyses; preparing and delivering supporting calculations and documentation reasonably required for filing Claims; coordinating with Client's payroll provider, tax advisors, and/or third-party service providers; preparing amended returns or refund claims; and communicating and negotiating with taxing authorities on behalf of Client to the extent expressly authorized in writing.

3. CLIENT COOPERATION; RECORDS

3.1 Cooperation. Client shall promptly provide Provider with all payroll, employment, and tax records necessary for Provider to perform the Services, including but not limited to Forms 941, payroll registers, Form W-2s, pension and health-plan records, and any other documentation requested by Provider. Client authorizes its payroll providers, accountants, and financial institutions to disclose such records to Provider.

3.2 Accuracy. Client represents and warrants that Client's records provided to Provider are true, complete and accurate to the best of Client's knowledge. Provider's work will rely on the accuracy of Client-supplied information, and Provider shall not be responsible for errors resulting from incomplete or inaccurate Client records.

4. FEES; PAYMENT

4.1 Contingent Fee. Client agrees to pay Provider a contingent fee calculated as: % of the Net Recovery (the "Fee"). "Net Recovery" means the aggregate cash amount actually received by Client (or by Provider pursuant to Client's written assignment) as a refund or credit attributable to Claims, after deduction for refunds, offsets, penalties, interest, and reasonable costs of collection.

4.2 Timing of Payment. Provider's Fee is earned and payable upon Client's actual receipt of the Net Recovery or upon receipt by Provider pursuant to a valid assignment or payment authorization executed by Client. If recovery is applied as an offset or credit by a taxing authority, the Fee shall be due within thirty (30) days of Client's receipt of notice of such credit or offset.

4.3 Expenses. Client shall reimburse Provider for reasonable out-of-pocket expenses directly incurred in connection with the Services, if agreed in advance in writing. Any such reimbursable expense shall be supported by receipts or documentation upon Client's request.

5. REPRESENTATIONS AND WARRANTIES

5.1 Client Representations. Client represents and warrants that: (a) it has full corporate or organizational power and authority to enter into this Agreement; (b) all information provided to Provider is true, accurate and complete in all material respects; and (c) it will timely provide any additional information reasonably requested by Provider.

5.2 Provider Representations. Provider represents that it will perform the Services in a professional manner using personnel with industry-standard experience in ERC analyses and claims preparation. Provider makes no guarantee that any Claim will be accepted or that any ERC amount will be obtained.

6. TAX ADVICE; NO GUARANTEE

Provider is not rendering legal or tax advice under this Agreement unless otherwise agreed in writing. Client is encouraged to consult independent tax counsel or its regular tax advisor regarding the tax treatment and reporting of any ERC or related transactions. Provider does not guarantee that any Claim will be allowed in whole or in part, and Provider shall not be liable for adverse determinations by taxing authorities unless caused by Provider's gross negligence or willful misconduct.

7. CONFIDENTIALITY AND DATA SECURITY

7.1 Confidentiality. Each Party will maintain in confidence Confidential Information of the other Party and will not disclose such information except to employees, agents, or subcontractors who have a need to know and are bound to maintain confidentiality. "Confidential Information" excludes information that is or becomes publicly available without breach, that was known by the receiving Party prior to disclosure, or that is rightfully received from a third party free of restriction.

7.2 Required Disclosures. Notwithstanding the foregoing, a Party may disclose Confidential Information to the extent required by law, regulation, or valid legal process, provided the disclosing Party gives prompt written notice to the other Party where legally permitted.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification by Client. Client shall indemnify, defend and hold harmless Provider and its officers, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from Client's breach of this Agreement, material misrepresentations in Client-provided records, or Client's failure to obtain required authorizations.

8.2 Indemnification by Provider. Provider shall indemnify Client for claims arising out of Provider's gross negligence or willful misconduct in performing the Services, subject to the limitations set forth in Section 8.3.

8.3 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE TOTAL FEES ACTUALLY PAID TO PROVIDER UNDER THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES.

9. TERM; TERMINATION; EFFECT OF TERMINATION

9.1 Term. This Agreement shall commence on the Effective Date and shall continue until the completion of the Services or earlier termination as provided herein.

9.2 Termination. Either Party may terminate this Agreement upon thirty (30) days' prior written notice to the other Party. Termination shall not relieve Client of its obligation to pay any Fees earned or expenses incurred prior to termination.

9.3 Effect of Termination. Upon termination, Provider shall cease work and deliver to Client all work product and supporting materials developed through the date of termination. Client shall promptly pay Provider for all Fees and reimbursable expenses earned or incurred through the effective date of termination.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the Parties at the addresses set forth below (or such other address as a Party may designate by notice). Notices shall be deemed given upon personal delivery, confirmed facsimile, confirmed electronic mail, or three (3) business days after deposit in the U.S. mail, postage prepaid.

11. AMENDMENT; WAIVER; SEVERABILITY; ENTIRE AGREEMENT

11.1 Amendment. This Agreement may be amended only by a written instrument executed by both Parties.

11.2 Waiver. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

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

11.4 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior understandings, agreements, and communications, whether written or oral.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

13. COUNTERPARTS

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.

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