Tax License Agreement

TAX LICENSE AGREEMENT

Parties and Effective Date

This Tax License Agreement (Effective Date: ) is entered into by and between:

Taxpayer Identification

Provide the Taxpayer Identification Number (TIN) used for filing returns. Enter either Social Security Number or Employer Identification Number as applicable.

License Grant

For good and valuable consideration, the sufficiency of which is acknowledged, Client Name: (the "Taxpayer") hereby grants to Licensee Name: (the "Licensee") a limited, non-exclusive, worldwide license to use, reproduce, analyze and disclose Taxpayer's tax returns, related tax data, documents, and information (collectively, "Tax Data") solely as provided in this Agreement.

The Licensee's permitted uses include: (a) preparation, review and filing of tax returns; (b) representation of the Taxpayer before tax authorities; (c) retention for professional records; and (d) creation and use of aggregated, de-identified data for statistical, compliance or business reporting purposes so long as individual taxpayer identity is not disclosed.

Scope, Term and Termination

This license extends to Tax Data relating to tax years: . The license commences on the Effective Date and continues until terminated as provided below.

Either party may terminate this Agreement upon thirty (30) days' written notice to the other party. Termination does not relieve either party of obligations accrued prior to termination, including payment obligations and confidentiality duties. Upon termination, Licensee will cease non‑permitted uses and, at Taxpayer's request, return or securely destroy Taxpayer's non‑public Tax Data, except as retention is required by professional standards or law.

Confidentiality and Data Security

Licensee shall maintain administrative, technical and physical safeguards appropriate to the sensitivity of the Tax Data and shall not disclose Taxpayer's non‑public Tax Data except as necessary to perform the permitted uses, comply with law, or with Taxpayer's prior written consent. Licensee shall require persons or subcontractors with access to Tax Data to be bound by confidentiality obligations no less protective than those herein.

Permitted Disclosures and Compliance

Licensee may disclose Tax Data to affiliates, agents, and service providers to the extent necessary to perform permitted services, provided Licensee remains responsible for such recipients' compliance with this Agreement. Licensee may disclose Tax Data to respond to lawful requests by governmental authorities or to comply with applicable laws or professional obligations, so long as Licensee provides notice to Taxpayer when legally permissible.

Representations, Warranties and Covenants

Taxpayer represents and warrants that the information provided to Licensee is true, accurate and complete to the best of Taxpayer's knowledge and that Taxpayer has authority to grant the licenses and consents in this Agreement. Taxpayer covenants to provide all information and documents reasonably requested by Licensee to perform the services contemplated by this Agreement.

Indemnification and Limitation of Liability

Each party agrees to indemnify and hold harmless the other party from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) resulting from breach of that party's representations, warranties or obligations under this Agreement, or from that party's gross negligence or willful misconduct. Except for liability arising from a party's willful misconduct or breach of confidentiality, neither party shall be liable for incidental, consequential, special or punitive damages.

Governing Law; Dispute Resolution

This Agreement shall be governed by the law designated by the Taxpayer's primary address state or jurisdiction. The parties shall attempt in good faith to resolve disputes through negotiation; if unresolved, disputes will be resolved by binding arbitration consistent with the parties' agreement to arbitrate and any applicable statutory requirements for arbitration of tax professional disputes.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes prior oral or written agreements. Amendments must be in writing and signed by the Taxpayer and Licensee where required by law.

Certification

By signing below, the undersigned certifies under penalty of perjury that:

1. the Taxpayer's TIN provided on this form is correct to the best of the Taxpayer's knowledge;
2. the Taxpayer has the authority to grant the licenses and consents set forth in this Agreement; and
3. the statements made in this Agreement are true, complete and accurate, and the Taxpayer understands that material misrepresentation may subject the Taxpayer to civil or criminal penalties under applicable law.

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