Legal Form 8655

Legal Form 8655 — Reporting Agent Authorization

This Reporting Agent Authorization (the "Agreement") is entered into by and between Taxpayer: Taxpayer TIN/SSN: and Reporting Agent: Agent TIN/EIN: Effective Date:

Recitals

WHEREAS, Taxpayer is responsible for filing and paying certain employment, excise, and other federal tax liabilities and wishes to authorize another party to act on its behalf for designated reporting tasks;

WHEREAS, Reporting Agent represents that it has the requisite expertise, systems, and qualifications to perform electronic filing, payment, and related reporting services on behalf of the Taxpayer in compliance with applicable laws and requirements;

WHEREAS, the parties desire to set forth the scope of authority, responsibilities, and conditions under which the Reporting Agent will act for the Taxpayer.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Authorization

Taxpayer authorizes Reporting Agent, subject to the terms of this Agreement, to perform the functions indicated below for the tax types and periods described in Section 2. Reporting Agent may perform only those functions for which the corresponding checkbox is marked:

Electronic filing of returns, forms, and reports on behalf of the Taxpayer

Execute and sign returns and reports permitted by law to be signed by an authorized agent

Make tax deposits and schedule payments on behalf of the Taxpayer

Receive notices, transcripts, and communications relating to the authorized tax matters

Prepare and submit adjustments, corrected returns, or amendments as necessary within the scope of this authorization

2. Term; Effective Date; Termination

This authorization shall be effective as of the Effective Date set forth above and shall remain in effect until terminated in writing by either party. Termination shall be effective upon the later of: (a) receipt of written notice by the other party; or (b) the date specified in such notice. Taxpayer may revoke the authorization with days' written notice, except that revocation will not affect Reporting Agent's authority to act on filings and payments already submitted prior to the effective date of revocation.

3. Duties and Standards of Reporting Agent

Reporting Agent shall perform authorized services in a professional manner and in compliance with applicable federal statutory and regulatory requirements. Reporting Agent shall maintain adequate records of all transactions carried out under this Agreement, secure all taxpayer data, and promptly notify Taxpayer of any material error, omission, or security breach affecting Taxpayer information. Reporting Agent shall not exceed the express authorities granted herein without prior written authorization from Taxpayer.

4. Representations, Warranties and Certifications

Taxpayer represents and warrants that: (a) it has full power and lawful authority to enter into this Agreement and to authorize the Reporting Agent to perform the actions specified; (b) the person executing this Agreement on behalf of the Taxpayer is duly authorized to bind the Taxpayer; and (c) all information provided to Reporting Agent is true, accurate and complete.

Reporting Agent represents and warrants that it will comply with all applicable laws and governmental requirements in performing the authorized services, and that it has obtained any registrations, licenses, or credentials required to perform such services.

5. Confidentiality and Data Security

Reporting Agent shall maintain the confidentiality of Taxpayer data and shall implement and maintain administrative, physical, and technical safeguards reasonably designed to protect the confidentiality, integrity and availability of Taxpayer information. Reporting Agent shall use Taxpayer data only to perform obligations under this Agreement and shall not disclose such data except as required by law or with prior written consent of Taxpayer.

6. Indemnification

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents (collectively, the "Indemnified Parties") from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's negligent acts, willful misconduct, or material breach of this Agreement.

7. Notices

Taxpayer Notice Address

Reporting Agent Notice Address

8. Limitation of Liability

Except for liability resulting from willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, punitive or special damages arising out of or related to this Agreement, whether in contract, tort, negligence, strict liability or otherwise.

9. Governing Law; Venue

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

Governing Law State:

10. Entire Agreement; Amendment; Waiver; Severability

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification of this Agreement shall be valid unless made in writing and signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

11. Counterparts; Electronic 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 transmitted by electronic means shall be treated as originals for all purposes.

Certification by Taxpayer

By signing below, Taxpayer certifies that the information provided in this Agreement is true, complete, and accurate, that the undersigned is authorized to execute this Agreement on behalf of the Taxpayer, and that the authorization granted herein conforms with Taxpayer's internal corporate or organizational authorizations.

Sign Now