Stage 3/5: Agreeement Information
BOOKKEEPING AND ACCOUNTING SERVICES AGREEMENT
THIS BOOKKEEPING SERVICE AGREEMENT is made and entered into this 28th
day of Feb
, by and between JSC Global Accounting Services (Accounting & Bookkeeping Firm) and
A. WHEREAS, the Client desires to obtain certain bookkeeping services from the Accounting firm;
B. AND WHEREAS the Client agrees to engage the Accounting Firm as an independent contractor to perform such services and the Accounting Firm hereby agrees to provide such services to the Client
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
The Accounting firm hereby agrees to provide the following services chosen by the Client.
Book Keeping & Accounting Services [
Payroll Services [
2. Conduct of Services
The Accounting Firm shall conduct the Services in accordance with specifications set by the Client and The Accounting Firm shall at all times observe and comply with generally accepted bookkeeping and accounting standards and comply with all federal and state laws or regulations applicable to this Agreement.
3. Standard of Performance
The Accounting Firm hereby agrees that it shall follow the highest professional standards in performing all Services to be provided under this Agreement.
4. Necessary information & Materials
The Client will be solely responsible to supply the Accounting Firm all information, materials, data, and documents necessary to perform the Services agreed under this Agreement.
The Client acknowledges and agrees that the accuracy of financial information supplied to the Accounting Firm is the sole responsibility of the Client.
The accounting Firm shall not be held responsible for the production of inaccurate financial statements, records, and billings, or any other financial reports if the financial data submitted by the Client is inaccurate.
This Agreement is effective on the date above and shall be in effect for a period of 12 months. Should the client need a package that provides more services in the course of a month, the parties may agree to upgrade this Agreement at any time by signing a new contract.
6. Independent Contractor
The Accounting Firm shall provide the Services as an independent outsourcing partner/ contractor and shall not act as an employee, agent or broker of the Client. As an independent contractor, the Accounting Firm will be solely responsible for paying any and all taxes levied by applicable laws on its compensation. The Accounting Firm understands that Client will not withhold any amounts for payment of any taxes from the Accounting Firm’s compensation.
Client shall pay the equivalent of 3-Months fee as commitment fee on signing the agreement. During the term of this Agreement, the Client shall pay the Accounting firm for the monthly service fees under this Agreement by first week of each month, for the month’s services.
Additional hours, sales/use tax preparation, and postage will be billed at the end of the month and due, the first week of the month.
The Client agrees to reimburse any pre-approved out of pocket expenses incurred by the Accounting Firm in connection with the Services, including, but not limited to, travel expenses, audit support expenses, tax fees, postage, etc.
The Accounting Firm, in the course of performing the Services hereunder, may gain access to certain confidential or proprietary information of the Client. Such “Confidential Information” shall include all information concerning the business, affairs, products, marketing, systems, technology, customers, end-users, financial affairs, accounting, statistical data belonging to the Client and any data, documents, discussion, or other information developed by the Accounting Firm hereunder and any other proprietary and trade secret information of the Client whether in oral, graphic, written, electronic or machine-readable form.
The Accounting Firm agrees to hold all such Confidential Information of the Client in strict confidence and shall not, without the express prior written permission of the client,
(a) Disclose such Confidential Information to third parties; or
(b) Use such Confidential Information for any purposes whatsoever, other than the performance of its obligations hereunder. The obligations under this Section shall survive the termination or expiration of this Agreement.
(a) Either party may terminate this Agreement for convenience by providing thirty (30) days written notice (“Termination Notice”) to the other party.
(b) If a party violates its obligations to be performed under this Agreement, the other party may terminate the Agreement by sending a thirty (30) days’ notice in writing. Upon receiving such notice, the defaulting party shall have thirty (30) days from the date of such notice to cure any such default. If the default is not cured within the required thirty (30) day period, the party providing notice shall have the right to terminate this Agreement.
The Accounting Firm as an independent contractor, shall not assign any of their rights under this Agreement but could delegate the performance of any of the obligations or duties hereunder to a sub-contractor, without the prior written consent of the Client. However, Accounting firms shall be liable for any injury that may be suffered by the client from obligations arising under this agreement.
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on
(a) the day of delivery if delivered by hand during receiving party’s regular business hours or by digital means before or during receiving party’s regular business hours; or
(b) on the second business day following deposit in the Post office mail, postage prepaid, to the addresses heretofore below, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section.
13. Governing Law
This Agreement is to be construed in accordance with and governed by the internal laws of
14. Dispute Resolution
All disputes under this Agreement shall be settled by arbitration in
. Arbitration may be commenced at any time by any party hereto giving written notice to the other party to a dispute that such a dispute has been referred to arbitration. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto.
This provision for arbitration shall be specifically enforceable by the parties and the decision of the arbitrator in accordance herewith shall be final and binding without right of appeal.
If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under present or future laws, such provisions shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect.
16. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT
LIMITATION, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO
INFORMATION, DAMAGES FOR LOSS OF PROFITS, INCURRED BY THE OTHER PARTY ARISING
OUT OF THE SERVICES PROVIDED UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN NO EVENT WILL NEITHER PARTY’S LIABILITY ON ANY CLAIM, LOSS OR LIABILITY ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT SHALL EXCEED THE AMOUNTS PAID TO THE ACCOUNTANT DURING THE TWO ( 2 ) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OR ACTION BY THE CLIENT OR THE LIMITS OF THE ACCOUNTANTS PROFESSIONAL LIABILITY POLICY, WHICHEVER IS GREATER OF THE ERRORS AND OMMISSIONS POLICY THAT IS IN PLACE
Each party shall at its own expense indemnify and hold harmless, and at the other party’s request defend such party its affiliates, subsidiaries, successors and assigns officers, directors, employees, sublicenses, and agents from and against any and all claims, losses, liabilities, damages, demand, settlements, loss, expenses and costs(including attorneys’ fees and court costs) which arise directly or indirectly out of or relate to (a) any breach of this Agreement, or (b) the gross negligence or wilful misconduct of a party’s employees or agents;
18. Entire Agreement; Amendment
This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications, and agreements, whether written or oral, between the parties relating to the subject matter hereof and all past courses of dealing or industry custom. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the parties.
The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operated as a waiver of any right or remedy.
JSC Global Accounting Services