Legal Foreign Forms Template

LEGAL FOREIGN FORMS TEMPLATE

This Agreement is entered into as of Effective Date: by and between Service Provider Name: located at and Client Name: located at . The parties agree as follows.

RECITALS

WHEREAS, Client requires preparation, review and submission of regulatory, tax and corporate forms in one or more foreign jurisdictions (collectively, the "Foreign Forms"); and

WHEREAS, Service Provider is experienced in preparing, compiling and coordinating submission of Foreign Forms and is willing to provide such services to Client on the terms set forth herein; and

WHEREAS, Client desires to engage Service Provider to perform the Services (as defined below) and to grant such authority as is necessary for Service Provider to prepare and file the Foreign Forms.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Foreign Forms" means any document, return, registration, filing, declaration or information statement required to be submitted to a foreign government, regulator or taxing authority on behalf of Client.

1.2 "Services" means the preparation, review, execution coordination and submission of Foreign Forms, and any ancillary advisory activities expressly described in Section 2.

2. SCOPE OF SERVICES

2.1 Service Provider shall perform the Services specified in this Agreement and in any statement of work executed by the parties. Services to be provided under this Agreement include preparation, review and submission of the Foreign Forms listed below and coordination with local counsel, agents or authorities as necessary for filing.

3. CLIENT OBLIGATIONS

3.1 Client shall provide full, accurate and timely information, records and execution authority necessary for Service Provider to perform the Services. Client acknowledges that Service Provider will rely on Client-supplied information and that Service Provider shall not be responsible for penalties, interest or other liabilities arising from Client's inaccurate or incomplete information.

3.2 Client hereby authorizes Service Provider to obtain, execute and file Foreign Forms on Client’s behalf to the extent reasonably necessary to effectuate the Services. Client grants Service Provider authority to engage local agents or counsel and to execute nondiscretionary attestations required by the relevant foreign authorities.

4. FEES AND PAYMENT

4.1 Client shall pay to Service Provider the fees described in this Section. Fees are exclusive of taxes, duties and local filing fees which shall be borne by Client unless otherwise stated in a statement of work.

4.2 Payments are due within the payment period specified in the invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. RECORDS, AUDIT AND RETENTION

5.1 Service Provider shall retain copies of all Foreign Forms and supporting records prepared by Service Provider for a period of at least five (5) years following submission, or for the period required by applicable law, whichever is longer.

5.2 Client agrees to keep and produce to Service Provider, upon reasonable request, such records and documentation as are necessary to support the filings and to permit Service Provider to respond to inquiries from any foreign authority.

6. CONFIDENTIALITY

6.1 Each party shall keep confidential and shall not disclose to any third party any Confidential Information of the other party except as required to perform the Services or as required by law. "Confidential Information" includes non-public business, financial and technical information, and the contents of Foreign Forms, but excludes information that is or becomes publicly known through no breach of this Agreement.

6.2 The obligations in this Section shall survive termination of this Agreement for a period of five (5) years; provided, however, trade secrets shall remain subject to protection for so long as they qualify as trade secrets under applicable law.

7. INDEMNIFICATION

7.1 Client shall indemnify, defend and hold harmless Service Provider and its officers, directors and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) Client's provision of inaccurate, incomplete or untimely information; or (b) Client's failure to comply with applicable foreign law.

7.2 Service Provider shall indemnify Client for losses arising from Service Provider's willful misconduct or gross negligence in the performance of the Services, except to the extent such losses arise from Client-supplied information.

8. LIMITATION OF LIABILITY

8.1 Except for liability arising from gross negligence, willful misconduct or indemnified claims under Section 7, the aggregate liability of each party for any claim arising under or relating to this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

9. TERM AND TERMINATION

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

9.2 Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

9.3 Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination.

10. NOTICES

10.1 All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may specify in writing in accordance with this Section.

11. AMENDMENT; WAIVER; COUNTERPARTS

11.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any term or condition shall constitute a waiver of any other term or condition or a continuing waiver.

11.2 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 transmission shall be binding.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

12.2 This Agreement 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.

12.3 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the extent necessary to make it enforceable.

13. MISCELLANEOUS PROVISIONS

13.1 Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, agency, partnership or joint venture relationship between the parties.

13.2 Subcontracting. Service Provider may engage subcontractors to perform portions of the Services, provided that Service Provider remains responsible for the performance of such subcontractors.

SIGNATURES

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