Legal Fiscal Document

Legal Fiscal Document

This Legal Fiscal Document (the "Agreement") is made and entered into as of the day of , by and between Client Name: , entity type Individual Corporation Partnership Other: with principal place of business at (hereinafter "Client"), and Fiscal Agent Name: , entity type Individual Corporation Partnership Other: with principal place of business at (hereinafter "Fiscal Agent"). Client and Fiscal Agent are sometimes referred to individually as a "Party" and collectively as the "Parties."

Recitals

WHEREAS, Client requires fiscal administration, accounting, collection, remittance and reporting services in connection with Client's financial obligations and transactions; and

WHEREAS, Fiscal Agent represents that it possesses the experience, qualifications and capacity to perform the fiscal services described in this Agreement and will act as fiscal representative, agent and record-keeper for Client as set forth below; and

WHEREAS, the Parties desire to set forth their respective rights and obligations regarding fiscal administration, reporting, tax withholding and related duties.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for 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 set of services described in Section 2, including receipts processing, disbursement authorization, tax withholding, financial reporting and record retention. 1.2 Terms defined elsewhere in this Agreement have the meanings set forth where they appear.

2. Fiscal Duties and Deliverables

2.1 Fiscal Agent shall perform the Fiscal Services in a commercially reasonable manner and in compliance with applicable law. Fiscal Agent's duties include, without limitation: (a) processing incoming funds and issuing acknowledgements; (b) maintaining cash and ledger records; (c) making authorized disbursements upon Client's written or electronic instruction; (d) calculating, withholding and remitting payroll and transaction taxes where required by law; and (e) preparing periodic fiscal reports to Client as provided in Section 3.

2.2 Fiscal Agent shall preserve originals or copies of material fiscal records related to transactions handled under this Agreement for a minimum period of years following the date of the related transaction.

3. Compensation; Reporting

3.1 Client shall pay Fiscal Agent fees as follows: Base fee of per month, plus transaction fees of per processed transaction, and any out-of-pocket expenses reasonably incurred by Fiscal Agent in connection with the performance of the Fiscal Services.

3.2 Fiscal Agent shall deliver to Client a statement of account and fiscal report within days following the end of each reporting period, detailing receipts, disbursements, taxes withheld, fees charged and the reconciled balance.

4. Tax Withholding and Remittance

4.1 To the extent required by applicable law, Fiscal Agent shall withhold and remit payroll and transaction taxes on behalf of Client and shall file required returns. Client remains responsible for accurate information necessary to determine withholding obligations and agrees to provide timely documentation and disclosure of relevant tax elections and payee classifications.

4.2 Client hereby authorizes Fiscal Agent to deduct applicable withholding amounts from funds under Fiscal Agent's control and to remit such amounts to the appropriate authorities. Client shall promptly reimburse Fiscal Agent for any penalties, interest or additional taxes assessed due to Client's incorrect or incomplete information.

5. Representations and Warranties

Each Party represents and warrants that: (a) it has full power and authority to enter into this Agreement and to perform its obligations; (b) performance of this Agreement will not violate any applicable law or other agreement binding such Party; and (c) the information and documentation provided to the other Party for the performance of Fiscal Services is true, complete and accurate in all material respects.

6. Indemnification

6.1 Client shall indemnify, defend and hold harmless Fiscal Agent and its officers, directors, employees and agents from and against any losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) Client's breach of this Agreement, (b) Client's failure to provide accurate or timely information required for withholding and remittance, or (c) any claim by a third party to funds held by Fiscal Agent arising from Client's acts or omissions.

7. Confidentiality

Each Party will keep confidential and will not disclose any non-public financial information, trade secrets or other confidential information disclosed by the other Party except as required by law or as necessary to perform under this Agreement. Confidential information shall exclude information that is publicly known through no fault of the receiving Party.

8. Limitation of Liability

Except for liability arising from willful misconduct, gross negligence or fraud, neither Party shall be liable to the other for special, consequential, punitive or incidental damages, and each Party's aggregate liability under this Agreement shall not exceed the total fees paid to Fiscal Agent under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

9. Term and Termination

9.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of year(s) and shall automatically renew for successive one-year terms unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

9.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after receiving written notice specifying the breach.

10. Notices

Notices under this Agreement shall be in writing and deemed given when delivered in person, sent by certified mail, return receipt requested, or sent by reputable overnight courier to the addresses set forth above or such other addresses as either Party may designate in writing.

11. Amendments; Waiver

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. Failure or delay by either Party to exercise any right hereunder shall not constitute a waiver of that right.

12. Counterparts; Electronic Signatures

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 (including scanned copies or electronic signature platforms) shall be binding for all purposes.

13. Governing Law

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

14. Entire Agreement

This Agreement, together with any exhibits 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 and communications, whether written or oral.

15. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

16. Audit Rights

Client grants Fiscal Agent the right to inspect and audit such books, records and supporting documentation as are reasonably necessary to confirm compliance with this Agreement, provided that such inspections shall be conducted during normal business hours and with reasonable prior notice to the other Party.

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