Legal IRS Letter

Legal IRS Letter

This Letter is delivered on this date by Client Name: , Taxpayer Identification Number: , whose address is (the "Taxpayer"), to Representative Name: , Representative Identification: (the "Representative"), concerning tax matter for Tax Years: and Notice Date: .

RECITALS

WHEREAS, the Taxpayer has received a written tax notice or proposed adjustment relating to the Tax Years set forth above and seeks formal representation and administrative action to resolve the matter; and

WHEREAS, the Representative is duly qualified and authorized to act on behalf of taxpayers before tax authorities and has been engaged by the Taxpayer to present facts, legal arguments, and to negotiate resolution of the tax matter described above; and

WHEREAS, the parties desire to set forth the scope of the Representative's authority, the requested actions to be taken, and the certifications made by the Taxpayer in connection with the foregoing;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and intending to be legally bound, the parties agree as follows:

1. APPOINTMENT OF REPRESENTATIVE

The Taxpayer hereby appoints the Representative as its true and lawful representative for the sole purpose of handling the tax matter identified above. The Representative is authorized to inspect and receive the Taxpayer's confidential tax information, to correspond and communicate with tax authorities, to prepare and submit written statements and forms, and to take such other administrative actions as are reasonably necessary to resolve the matter.

The Representative is expressly authorized to: (a) sign and file consents, waivers, and agreements relating to the administrative resolution of the matter; (b) negotiate and accept proposed adjustments or settlement terms on behalf of the Taxpayer; and (c) receive copies of notices and other communications directed to the Taxpayer with respect to this matter, unless expressly limited below.

Limitations on authority (if any):

2. SCOPE OF REPRESENTATION

The Representative shall undertake, at the Representative's discretion and subject to the Taxpayer's instructions, the preparation and submission of written arguments, factual documentation, and legal authorities in support of the Taxpayer's position. The Representative may request conferences, extensions, audits, and administrative appeals, and shall advise the Taxpayer of material developments and proposed resolutions.

This appointment does not constitute authority to compromise liability for taxes without the Taxpayer's prior written consent, nor does it authorize the Representative to accept or endorse checks payable to the Taxpayer unless a separate written authorization is provided.

3. STATEMENTS, CERTIFICATIONS, AND PENALTIES

The Taxpayer certifies, under penalties of perjury, that the facts and information provided to the Representative and any tax authority in connection with this matter are true, correct, and complete to the best of the Taxpayer's knowledge. The Taxpayer acknowledges that intentionally false statements or submissions to a tax authority may be punishable by civil or criminal penalties.

The Representative will not knowingly submit false information and will take reasonable steps to verify factual assertions and applicable law before submission. If the Representative becomes aware that information previously submitted is materially incorrect, the Representative will promptly notify the Taxpayer and take appropriate corrective action.

4. RECORDS, DOCUMENTS, AND ATTACHMENTS

The Taxpayer shall provide to the Representative true and complete copies of all relevant books, records, returns, and correspondence in the Taxpayer's possession. The Representative may request additional documentation reasonably necessary to support positions taken before the tax authority.

5. REQUEST FOR RELIEF OR ACTION

The Representative shall pursue the requested action set forth above and shall notify the Taxpayer of any settlement offers, proposed adjustments, or other material communications. The Taxpayer retains the right to accept or reject any proposed resolution and must provide express written approval before the Representative consents to any settlement that materially affects tax liability.

6. CONFIDENTIALITY AND ATTORNEY-CLIENT PRIVILEGE

To the extent applicable, communications between the Taxpayer and the Representative shall be subject to confidentiality and privilege protections recognized under law. The Taxpayer authorizes the Representative to assert privilege where appropriate and to withhold privileged communications from disclosure, except as otherwise required by law or court order.

7. FEES, COSTS, AND INDEMNIFICATION

The Taxpayer agrees to indemnify and hold harmless the Representative against any claims, liabilities, or expenses arising from reliance upon information provided by the Taxpayer that is inaccurate, incomplete, or misleading. The Taxpayer shall be responsible for reasonable fees and costs incurred by the Representative in connection with the representation as set forth above.

8. NOTICES

All notices and communications required or permitted hereunder shall be in writing and delivered to the contact information set forth above or such other address as a party may specify in writing to the other party in accordance with this provision.

9. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the substantive laws of the jurisdiction in which the Taxpayer resides, without giving effect to conflict of laws principles that would result in the application of the laws of another jurisdiction.

10. ENTIRE AGREEMENT

This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

11. SEVERABILITY

If any provision of this Letter is determined to be invalid, illegal, or unenforceable in any respect, the remaining provisions shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

12. AMENDMENTS AND WAIVER

No amendment, modification, or waiver of any provision of this Letter shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

13. COUNTERPARTS AND ELECTRONIC SIGNATURES

This Letter 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 valid and binding for all purposes.

CERTIFICATION UNDER PENALTIES OF PERJURY

The undersigned certifies under penalties of perjury that the information provided in this Letter and any attached documents is true, correct, and complete to the best of the undersigned's knowledge and belief and that the undersigned is authorized to execute this Letter on behalf of the Taxpayer.

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