Legal Nexus Questionnaire

LEGAL NEXUS QUESTIONNAIRE

This Legal Nexus Questionnaire (the "Questionnaire") is executed by Company Name: and Respondent Name: effective as of .

RECITALS

WHEREAS, the Company engages in commercial activities that may give rise to tax nexus in one or more taxing jurisdictions and requires a factual record of the Respondent's operations, presence, and business contacts for purposes of assessing nexus; and

WHEREAS, the Respondent possesses factual information regarding its business operations, employees, agents, property, sales, and use of third-party services that is material to a determination of nexus; and

WHEREAS, the parties desire to document, certify, and exchange such information in writing so that the Company may make reasoned compliance decisions with respect to registration, collection, and remittance obligations.

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

1. DEFINITIONS

For purposes of this Questionnaire, the following terms shall have the meanings set forth below. "Nexus" means any connection sufficient under applicable law between the Respondent or its activities and a taxing jurisdiction that requires registration, reporting, collection, or remittance of taxes. "Jurisdiction" means any state, province, territory, or local taxing authority. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the Respondent.

2. BUSINESS DESCRIPTION

3. BUSINESS ACTIVITIES AND SALES

Please indicate which activities are conducted by or on behalf of the Respondent during the relevant period (check all that apply) and provide the requested detail where indicated.

Sales of tangible personal property

Provision of services (professional, installation, maintenance)

Delivery of digital goods or digital services

Use of employees, agents, or independent contractors in jurisdictions

Annual gross receipts from transactions potentially subject to tax: $

4. PHYSICAL PRESENCE AND PROPERTY

Does the Respondent own, lease, or maintain real or tangible personal property in any jurisdiction listed below? If yes, identify the jurisdiction(s) and provide addresses.

Owns or occupies real property

Leases property (long-term or short-term)

Number of employees, agents, or representatives working in any jurisdiction: Number of independent contractors:

5. THIRD-PARTY LOGISTICS, MARKETPLACES, AND AGENTS

Does the Respondent utilize third-party warehouses, fulfillment providers, or marketplace facilitators to store, fulfill, or sell product on its behalf? Provide provider names, functions, and locations.

Are any sales made through marketplace facilitators that collect or remit tax on your behalf? Yes No

6. TAX REGISTRATION AND FILING

Identify jurisdictions in which the Respondent is currently registered to collect or remit taxes, and provide the registration account or permit number where available.

Has the Respondent previously filed voluntary disclosures, registrations, or other filings in any jurisdiction to cure or address nexus issues? Yes No

7. DOCUMENTS AND RECORDS

Provide a list of the documents or data sources that support the responses to this Questionnaire, including accounting reports, payroll records, lease agreements, third-party service contracts, and marketplace reports.

8. CERTIFICATION

The undersigned certifies, under penalty of perjury to the extent permitted by applicable law, that the information provided in this Questionnaire is true, correct, and complete to the best of the undersigned's knowledge and that the undersigned is authorized to provide this information on behalf of the Respondent.

Check to acknowledge certification: I certify that the foregoing statements are accurate.

9. NOTICES

All notices required or permitted under this Questionnaire shall be in writing and delivered to the addresses set forth below.

10. AMENDMENTS; WAIVER

This Questionnaire may be amended only by a written instrument executed by authorized representatives of both parties. No waiver of any provision hereof shall be effective unless in writing and signed by the party granting such waiver; no waiver of any breach shall constitute a waiver of any other breach.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

Governing Law: This Questionnaire shall be governed by and construed in accordance with the laws of the jurisdiction specified by the Company below without regard to principles of conflicts of law, except where superseded by mandatory local law.

Entire Agreement: This Questionnaire contains the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings.

Severability: If any provision of this Questionnaire is held to be invalid or unenforceable, the remainder of this Questionnaire shall remain in full force and effect to the maximum extent permitted by law.

12. COUNTERPARTS

This Questionnaire may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic copies of signatures shall be deemed binding for all purposes.

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