Tax Nexus Agreement

TAX NEXUS AGREEMENT

Parties and Effective Date

This Tax Nexus Agreement (the Agreement) is entered into by Taxpayer Name: and Company Name: . Effective Date: .

Recitals

WHEREAS, the parties desire to set forth the parties' respective understandings and obligations with respect to the existence, recognition and allocation of tax nexus and related withholding, collection and remittance responsibilities for sales, use, franchise, gross receipts and other business taxes (collectively, Tax Obligations) for jurisdictions in which Taxpayer may conduct business;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows.

Definitions

Jurisdiction: any state, county, city, or other taxing authority that imposes Tax Obligations.

Nexus: the degree of business presence, activity, or contacts that, under applicable law and interpretation by a Jurisdiction, subjects a person to Tax Obligations or reporting requirements in that Jurisdiction.

Nexus Determination and Disclosure

Taxpayer represents and warrants that it has conducted a reasonable review of Taxpayer's business activities and discloses nexus in the jurisdictions listed below. Taxpayer shall promptly update this disclosure if Taxpayer's nexus status changes.

Allocation of Responsibility

Unless otherwise agreed in writing, Taxpayer shall be primarily responsible for the filing, reporting, collection, withholding and remittance of Tax Obligations arising from Taxpayer's nexus in any Jurisdiction. To the extent Company performs any withholding, collection or remittance on behalf of Taxpayer, such actions shall be deemed performed under Taxpayer's authority and Taxpayer shall remain ultimately responsible.

Withholding, Collection and Audit Cooperation

Taxpayer agrees to cooperate fully with Company and Jurisdictions in connection with any audits, examinations, assessments or information requests relating to Taxpayer's nexus or Tax Obligations. Cooperation includes providing records, executing required documents, and assisting with administrative defenses where practicable.

Representations, Warranties and Covenants

Taxpayer represents and warrants that the information provided in this Agreement and the attached disclosures is true, complete and accurate to the best of Taxpayer's knowledge as of the Effective Date. Taxpayer covenants to promptly notify Company of any change in circumstances that may affect nexus status or Tax Obligations.

Indemnification

Taxpayer shall indemnify, defend and hold harmless Company and its affiliates from and against all liabilities, claims, costs, expenses (including reasonable attorneys' fees), penalties and interest arising from (a) Taxpayer's failure to disclose material facts related to nexus, (b) Taxpayer's failure to file or remit Tax Obligations for which Taxpayer is responsible, or (c) any misrepresentation or breach of this Agreement by Taxpayer.

Confidentiality and Use of Information

Confidential information exchanged under this Agreement shall be used solely for compliance with Tax Obligations and related administrative matters. Neither party shall disclose confidential information except as required by law or as necessary to perform obligations under this Agreement.

Term; Amendment; Governing Law

This Agreement shall remain in effect until terminated by mutual written agreement or superseded by subsequent written agreement. Any amendment must be in writing and signed by Taxpayer. This Agreement shall be governed by and construed in accordance with the laws of the state specified by the Company in its administrative policies unless the parties specify a different governing law in writing.

Taxpayer Identification

Provide the Taxpayer identification information below. Complete either Social Security Number (SSN) or Employer Identification Number (EIN) — do not enter both unless required by law.

Individual / Sole Proprietor
C Corporation
S Corporation
Partnership
Trust / Estate
LLC
Other (describe below)

Certification (Penalty of Perjury)

Under penalties of perjury, Taxpayer certifies the following by signing below:

1. The Taxpayer identification number provided on this Agreement is the correct taxpayer identification number of Taxpayer.
2. Taxpayer has disclosed to Company all material facts concerning nexus and the activities that may give rise to tax liabilities in the jurisdictions identified herein.
3. Taxpayer is not subject to backup withholding under applicable law, unless Taxpayer has been notified that it is subject to backup withholding.
4. Taxpayer will promptly provide written notice to Company of any change that causes the information on this Agreement to become incorrect or incomplete.

Notices

All notices required or permitted under this Agreement must be in writing and delivered to the mailing address provided above or to such other address as a party designates in writing. Notice is effective upon receipt.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that this Agreement is intended to allocate administrative responsibilities and does not alter the underlying legal obligations of Taxpayer to Jurisdictions.

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