Professional Accountant Agreement

PROFESSIONAL ACCOUNTANT AGREEMENT

This Professional Accountant Agreement ("Agreement") is entered into as of by and between Client Name: , Client Address: , and Accountant Name: , Accountant Address: .

RECITALS

WHEREAS, Client desires to engage Accountant to provide professional accounting and advisory services as set forth in this Agreement; and

WHEREAS, Accountant represents that Accountant is duly qualified, licensed where required, and possesses the professional skill, knowledge and experience to perform the accounting services described below; and

WHEREAS, the parties desire to set forth the terms and conditions under which Accountant will perform such services.

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

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Client hereby engages Accountant, and Accountant accepts such engagement, to perform the services described in Section 1.2 (the "Services") in accordance with the terms of this Agreement.

1.3 Deliverables. Accountant shall deliver work products and reports as specified in the Scope of Services. All deliverables shall be prepared in accordance with generally accepted accounting principles and professional standards applicable to the engagement.

2. TERM

This Agreement commences on the effective date set forth above and continues until completion of the Services unless earlier terminated in accordance with Section 13. The initial anticipated completion date is .

3. COMPENSATION; EXPENSES

3.1 Fees. Client shall pay Accountant for Services as follows (select applicable method and specify amounts):

3.2 Invoicing and Payment. Accountant shall invoice Client monthly (or upon completion of milestones). All invoices are payable within days of receipt. Late payments accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4. CLIENT COOPERATION

Client shall promptly provide Accountant with access to Client personnel, records, documents, and other information reasonably necessary for Accountant to perform the Services. Client represents that information provided will be complete and accurate to the best of Client's knowledge.

5. PROFESSIONAL STANDARDS; INDEPENDENCE

Accountant shall perform the Services in accordance with applicable professional standards and exercise due professional care. Accountant shall disclose any known conflicts of interest and shall maintain independence where required by applicable law or professional rules.

6. CONFIDENTIALITY

6.1 Duty of Confidentiality. Accountant shall hold in confidence and shall not disclose, directly or indirectly, any Confidential Information of Client except as required to perform the Services or as required by law. "Confidential Information" includes nonpublic business, financial, and tax information provided by Client.

6.2 Exceptions. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement or that Accountant lawfully obtains from a third party without restriction.

7. RECORDS; WORKPAPERS

7.1 Ownership. Client records are the property of Client. Accountant's workpapers and files prepared in connection with the Services are the property of Accountant, except that Accountant will provide copies of final reports and workpapers required by statute or regulation.

7.2 Retention. Accountant will retain workpapers for a period of years after completion of the engagement unless a longer period is required by law.

8. TAX FILINGS AND ADVICE

Accountant may provide tax advice incidental to the Services. Client acknowledges that Accountant is not rendering legal advice unless separately engaged to do so. Client is solely responsible for tax filings and for the accuracy of information provided to taxing authorities.

9. LIMITATION OF LIABILITY; INDEMNIFICATION

9.1 Limitation of Liability. Accountant's liability to Client for any claim arising out of or relating to this Agreement shall be limited to direct damages and in no event shall Accountant be liable for consequential, incidental, special, punitive, or exemplary damages, even if advised of the possibility of such damages. The aggregate liability of Accountant shall not exceed the total fees paid to Accountant under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

9.2 Indemnification. Client shall indemnify, defend and hold harmless Accountant and its partners, principals and employees from and against any liabilities, losses, damages and expenses, including reasonable attorneys' fees, arising out of (a) Client's breach of this Agreement, (b) reliance on inaccurate or incomplete information provided by Client, or (c) Client's negligence or willful misconduct.

10. INSURANCE

Accountant shall maintain professional liability insurance in an amount customary for accountants performing similar services. Upon Client's request, Accountant will provide certificates of insurance evidencing such coverage.

11. TERMINATION

11.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' written notice to the other party.

11.2 Termination for Cause. Either party may terminate this Agreement immediately for material breach by the other party that is not cured within 10 days after written notice of such breach. Upon termination, Client shall pay Accountant for Services performed and reimbursable expenses incurred through the effective date of termination.

12. NOTICES

All notices required or permitted under this Agreement must be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or delivered by overnight courier to the addresses below, or to such other address as either party may designate by notice to the other.

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall constitute a waiver. This Agreement may be executed in counterparts, each of which constitutes an original and all of which constitute one instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

14.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

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

15. MISCELLANEOUS PROVISIONS

15.1 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Accountant may assign to an affiliate or in connection with a sale of substantially all of Accountant's business.

15.2 Relationship of the Parties. The relationship of Accountant to Client is that of independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture or employer-employee relationship.

15.3 Survival. The provisions of this Agreement that by their nature should survive termination or expiration shall so survive, including but not limited to Sections 6 (Confidentiality), 7 (Records; Workpapers), 9 (Limitation of Liability; Indemnification) and 14 (Governing Law; Entire Agreement; Severability).

Sign Now