Tax RAC Agreement

Tax RAC Agreement

Effective Date:    Taxpayer Name:

Taxpayer Business Name (if different):

Taxpayer Identification

Entity Type (check one or more as applicable):

Individual / Sole Proprietor
C Corporation
S Corporation
Partnership
Trust / Estate
LLC
Other (specify):

Contact Information

Scope of Engagement

The Recovery Audit Contractor (RAC) is retained to perform a review of past federal, state, and local tax filings and related records to identify amounts that may be recoverable or subject to adjustment, and to pursue recovery or claim abatements on behalf of the Taxpayer consistent with applicable law. The specific services to be performed include, but are not limited to:

Fees and Recovery

The Taxpayer agrees to pay the RAC a contingency fee equal to % of all net recoveries actually collected and retained by the Taxpayer as a direct result of the RAC's work under this Agreement.

The contingency fee is payable within 30 days following receipt by the Taxpayer of recovered funds. If the Taxpayer requests, the RAC may invoice directly; however, the Taxpayer remains responsible for timely payment.

Authorization and Record Access

By signing this Agreement the Taxpayer authorizes the RAC to request and obtain copies of tax returns, return transcripts, audit workpapers, account transcripts, and other documents from governmental authorities and third parties as necessary to perform the services described herein.

Taxpayer expressly authorizes RAC to access tax and financial records as described above.

Representations and Covenants

The Taxpayer represents and warrants that it is the owner or authorized representative of the tax matters at issue and has full authority to enter into this Agreement and to authorize disclosure of tax records to the RAC. The Taxpayer agrees to cooperate with the RAC and to provide timely access to records and personnel as reasonably required.

Indemnification and Limitation of Liability

The Taxpayer shall indemnify and hold the RAC harmless from claims, liabilities, losses, or expenses arising from: (a) inaccurate or incomplete information provided by the Taxpayer; (b) actions taken by the Taxpayer inconsistent with RAC recommendations; or (c) any third-party claims arising from releases of information authorized by the Taxpayer. Except for willful misconduct or gross negligence, RAC's liability under this Agreement shall be limited to direct damages not to exceed the aggregate fees actually paid to RAC under this Agreement.

Term and Termination

This Agreement shall commence on the Effective Date and remain in effect until all matters identified in the Scope of Engagement are concluded, unless earlier terminated by either party upon 30 days' written notice. Termination shall not affect the obligation to pay fees for recoveries obtained prior to termination.

Dispute Resolution and Governing Law

The parties agree that any dispute arising under this Agreement shall be resolved by binding arbitration in accordance with commercially reasonable rules selected by the prevailing party, and the arbitrator shall apply the substantive law of the governing jurisdiction identified below. Notwithstanding arbitration, either party may seek injunctive relief in a court of competent jurisdiction.

Certification

By signing below, the individual signing certifies, under penalties of perjury, that the statements below are true and correct:

1. The Taxpayer is competent to execute this Agreement and is authorized to engage the RAC to perform the services described herein.
2. The Taxpayer's Taxpayer Identification Number provided on this form is correct to the best of the Taxpayer's knowledge and belief.
3. The Taxpayer consents to disclosure of tax return information and other relevant records to the RAC for the purpose of performing the services set forth in this Agreement.
4. The Taxpayer understands and agrees that the RAC will be compensated on a contingency basis as described above and that fees are due upon receipt of recovered funds.
5. The Taxpayer acknowledges that the RAC is not providing tax return preparation or tax advice beyond the recovery audit services described in this Agreement unless a separate engagement is executed in writing.

The undersigned certifies under penalties of perjury that the information provided on this form is true, correct, and complete, and that the undersigned is authorized to sign on behalf of the Taxpayer identified above.

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