This Agreement ("Agreement") is made and entered into as of [DATE], by and between [YOUR COMPANY NAME], a [STATE] corporation with a principal place of business at [YOUR ADDRESS] ("Company"), and [CLIENT NAME], a [CLIENT ENTITY TYPE] with a principal place of business at [CLIENT ADDRESS] ("Client").
WHEREAS, Company desires to provide certain accounting services to Client, and Client desires to engage Company for such services.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:
Services
Company agrees to provide Client with the following accounting services (collectively, the "Services"):
1.______________________________________________________________2.______________________________________________________________3.______________________________________________________________4.______________________________________________________________5.______________________________________________________________
The specific scope of the Services will be further defined in a mutually agreed upon Statement of Work ("SOW") attached hereto as Exhibit A and incorporated by reference. Company reserves the right to modify the Services upon reasonable notice to Client, provided such modifications do not materially alter the scope of the Services.
Term and Termination
This Agreement shall commence on the Effective Date and shall continue for a period of [INITIAL TERM] year(s) (the "Initial Term"). The Agreement shall automatically renew for successive periods of [RENEWAL TERM] year(s) (the "Renewal Term") unless either party provides written notice of termination to the other party at least [NOTICE PERIOD] days prior to the expiration of the then-current term.
Compensation
Client agrees to pay Company a fee of [AMOUNT] for the Services during the Initial Term, payable as follows: [PAYMENT SCHEDULE]. Fees for any Renewal Term will be negotiated in good faith by the parties prior to the commencement of such term. In addition to the fees set forth above, Client shall reimburse Company for all reasonable out-of-pocket expenses incurred by Company in connection with the performance of the Services, upon presentation of documented invoices.
Work Ownership
All work papers, reports, and other deliverables created by Company in connection with the Services shall be the property of Company. However, Client shall own all right, title, and interest in the underlying financial data provided by Client to Company.
Audit and Access
Client shall have the right to audit Company's books and records relating to the Services upon reasonable written notice and during regular business hours. Company shall have reasonable access to Client's financial data and personnel as necessary to perform the Services.
Limitation of Liability
Company's liability to Client under this Agreement shall be limited to the amount of fees paid by Client to Company hereunder during the twelve (12) months preceding the event giving rise to such liability. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Representation and Warranties
Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Client represents and warrants that all financial data provided to Company is accurate and complete.
Confidentiality
Both parties agree to hold in confidence all non-public information of the other party obtained in connection with this Agreement. This obligation shall not apply to information that is (a) already known to the receiving party, (b) lawfully obtained by the receiving party from a third party without a confidentiality obligation, or (c) in the public domain through no fault of the receiving party.
Termination
This Agreement may be terminated by either party upon written notice to the other party in the event of a material breach of this Agreement by the other party that is not cured within [CURE PERIOD] days after written notice of such breach.
Disclaimer of Warranties
COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of laws provisions. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction and venue of the courts located in [COUNTY], [STATE].
Indemnity
Each party agrees to indemnify and hold harmless the other party, its officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to a breach of this Agreement by such indemnifying party.
Entirety
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
Dispute Resolution
Any dispute arising out of or relating to this Agreement shall be settled by [METHOD OF DISPUTE RESOLUTION, e.g., binding arbitration in accordance with the rules of the American Arbitration Association].
Entire Agreement
This Agreement may only be amended by a writing signed by both parties.
Waiver
No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any subsequent breach or default.
Legal Costs
In the event of any litigation or arbitration arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection therewith.
Amendments
This Agreement may be amended only by a writing signed by both parties.
Signature And Date
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
[COMPANY NAME]
By: [Name]
Title: [Title]
[CLIENT NAME]
Exhibit A: Statement of Work
(Attach a detailed description of the specific services to be provided, deliverables, timelines, and any additional terms specific to the engagement.)
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