Accounting Services Agreement

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									This is an agreement between an accountant and a client setting forth material terms of
the engagement of the accountant's services. It contains provisions regarding the
payment terms, an agreement to arbitrate disputes, and the right to terminate the
agreement by either party. This document contains numerous of the standard clauses
commonly used in these types of agreements, as well as optional language to allow for
customization to ensure the specific terms of the parties' agreement are addressed.
                     ACCOUNTING SERVICES AGREEMENT

This agreement (the “Agreement”) is made and entered into this _____ day of ____________,
201___       (hereinafter, the     "Effective   Date"),     by     and     between    the
__________________________[NAME OF BUSINESS HIRING THE ACCOUNTANT]
(hereinafter, the "Client"), with its principal place of business located at
____________________________________[ADDRESS                   OF          BUSINESS]and
_________________________[NAME OF ACCOUNTANT], with his/her/its principal place of
business located at, _____________________________ (hereinafter, the “Accountant” or
"Consultant").

{Instruction: If Accountant operates under a business name, provide both the person's name
and his/her business name, above, in the space for "Name of Accountant."}

                                               RECITALS

     A. WHEREAS, Client desires to obtain bookkeeping and accounting related services (the
        “Services”) from the Consultant;

     B. WHEREAS Consultant has represented itself as experienced and qualified to provide
         such Services to Client;

     C. AND WHEREAS Client agrees to engage the Consultant as an independent Consultant to
        perform such bookkeeping and accounting related services and the Consultant hereby
        agrees to provide such services to Client.


NOW THEREFORE In consideration of the mutual covenants and agreements herein contained,
the receipt and sufficiency whereof being hereby acknowledged, the parties hereto agree as
follows:


1.       SERVICES

Client has the need for outsourcing its bookkeeping and accounting practices and desires to
engage the Consultant for such services. The Consultant hereby agrees to provide the following
bookkeeping and accounting related services to Client (the "Services"):

(a) Calculation of all revenue received and expenses incurred by accounting category;

(b) Administration and maintenance of payroll and administration of the processing of payroll
and calculation of applicable tax and other withholdings relating to the Client's business;

(c) Administration of accounts payable (including check generation and wire transfers);



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(d) Administration of recurring cash transfers;

(e) Administration and maintenance of a general ledger trial balance, balance sheet, income
statement and certain other corporate reports by accounting category;

(f) Maintenance of all accounting records and financial statements; and

(g) Preparation of period-end reconciliations and associated period-end journal entries for all
Client balance sheet accounts.

{Instruction: Add other job duties, if any, above.}

The Client agrees to supply to the Consultant all information, materials, data, and documents
necessary or advisable to properly perform the Services in such form, format, or media as the
Consultant may reasonably request, and to answer any inquires in connection therewith.


2.        TERM

This Agreement is effective on the date written above and shall expire on ______________,
201___. The parties may extend this Agreement for an additional ___ (_) year period by giving
_____________ days notice of its intention to the other party in writing.
{Instruction: Parties may also modify this paragraph, to allow for an extension of a period of
months, and not for a period of years.}


3.       PERFORMANCE OF SERVICES

(a) Consultant shall, to the best of its ability, render the services in a timely and professional
manner and in a manner reasonably satisfactory to the Client. Consultant hereby covenants that
it shall follow the highest professional standards in performing all services required hereunder.
The Consultant shall complete the services in accordance with this Agreement and any terms as
set forth in the applicable SOW(s), including timely delivery of any Deliverables.

(b) Consultant shall comply with all Client’s security procedures, rules, regulations, policies,
working hours and holiday schedules and will use reasonable efforts to minimize any kind of
disruption to be caused to Client ’s normal business operations.

(c) Consultant shall make commercially reasonable efforts to comply with all Client information
security policies, standards and guidelines while using Client’s systems, networks and
applications, and when communicating with Client via email and/or over the Internet in the
course of performing Services and shall notify Client of any situation that will or is reasonably
likely to put Client systems, networks or applications at risk.


4.        INDEPENDENT CONTRACTOR



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(a) The parties agree that Consultant is and at all times remain as an independent Consultant for
purposes of this Agreement and is not to be considered an employee of the Client for any
purpose. Consultant is not an employee of the Client for workers’ compensation or any other
purpose. Consultant shall fully comply with the workers’ compensation law regarding Consultant
and Consultant’s employees. Aside from the requirement of completing its duties in a timely
fashion, Consultant is responsible for determining its own work hours. Consultant will work at
its own location, except when/if circumstances require Consultant to travel to Client's work-place
site(s).

(b) Consultant agrees to pay all required taxes on amounts paid to Consultant under this
Agreement, and to indemnify and hold Client harmless from any and all taxes, assessments,
penalties, and interest asserted against Client by reason of the independent contractor
relationship created by this Agreement.

(c) Consultant is not authorized to represent the Client or otherwise bind the Client in any
dealings between Consultant and any third parties. Consultant shall have no power to incur any
debt, obligation, or liability on behalf of Client or otherwise act on behalf of Client as an agent.
Neither Client nor any of its agents shall have any control over the conduct of Consultant or any
of Consultant’s employees, except as set forth in this Agreement.


5.       PAYMENT

(a) Client agrees to compensate the Consultant for its services according to the fee schedule as
set forth in Exhibit C attached hereto.

(b) All invoices submitted by the Consultant for payment will be accompanied by substantiating
documentation, or copies thereof, including, time-sheets and other documentation indicating
hours worked and work performed, identification of all activities supported and completed for
the billing period, and other records to allow Client to determine the accuracy of invoices. All
invoices shall be payable within ____ [thirty (30)] days of Client’s receipt thereof.
{Instruction: Parties may use a time-period for payment that is longer or shorter than this 30-
day example, if they so choose.}


6.       EXPENSES

The Client shall reimburse the Consultant for all non-ordinary, out-of-pocket expenses incurred
by the Consultant or its affiliates in connection with the Services rendered by them hereunder,
including, but not limited to, travel expenses, legal fees, fees of experts, audit fees, tax fees,
payroll service fees, etc. All non-ordinary, out-of-pocket expenses, however, must be approved
by Client prior to incurring such expense. If Consultant incurs any such expense without first
obtaining Client's approval, then Client may reimburse or not reimburse Consultant for these
expenses, and Client's sole discretion.




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7.       CONFIDENTIALITY

(a) Consultant, in the course of performing its obligations under this Agreement, may have
access to or be exposed to, directly or indirectly, confidential and/or proprietary materials of the
Client. Confidential Information shall include all information concerning the operations, affairs,
products, marketing, systems, technology, customers, end-users, and businesses, including
financial affairs, accounting, statistical data of the Client and all data, documents, discussion, or
other information developed or received by Consultant or provided for performance of this
Agreement and Client’s relations with customers, employees, agents, and service providers
(including customer lists, customer data, transaction information, completed insurance forms,
supplier data, know-how, third party software and/or products and information regarding
consumer markets); all Client Data; and any other proprietary and trade secret information of
Client and/or any Affiliate, whether in oral, graphic, written, electronic or machine-readable
form.

(b) Consultant agrees to hold all such Confidential Information of the Client in strict confidence
and shall not, without the express prior written permission of 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.

(c) Consultant agrees to disclose Confidential Information of the Client only to those of its
employees and agents who have a need to know such Confidential Information in order to
perform obligations pursuant to this Agreement. Consultant shall use reasonable efforts to assist
the Client in identifying and preventing any unauthorized use or disclosure of any Confidential
Information. Without limiting the foregoing, Consultant shall immediately advise the Client in
the event that it learns or has reason to believe that any person who has had access to the
Confidential Information of Client has violated or intends to violate the terms of this Agreement,
and shall cooperate in seeking injunctive relief against any such person.

(d) Upon the expiration or earlier termination of this Agreement, or whenever requested by the
Company, Consultant shall immediately deliver to the Company all that constitutes Confidential
Information under this Agreement, in his or her possession or under his or her control.

(e) The obligations under this Section shall survive termination or expiration of this Agreement.


8.       TERMINATION

(a) Either party may terminate this Agreement for convenience upon providing thirty-day
advance termination notice (“Termination Notice”) to the other.

(b) If a party violates its obligations under this Agreement, the other party may cancel the
Agreement by sending a cancellation notice (“Cancellation Notice”) describing the
noncompliance to the non-complying party. Upon receiving Cancellation Notice, the non-
complying party shall have thirty days from the date of such notice to cure any such



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noncompliance. If such noncompliance is not cured within the required thirty-day period, the
party providing Cancellation Notice shall have the right to cancel this Agreement or the
Statement of Work as of the thirty-first day after the date of such Cancellation Notice (as
specified in the applicable Cancellation Notice).

(c) If the Client fails to pay an invoice when due the Consultant shall be entitled to cancel this
Agreement by submitting a notice for nonpayment (“Nonpayment Notice”) to Client. Upon
receipt of Nonpayment Notice, Client shall have ten days to cure the nonpayment. If Client fails
to cure the nonpayment within the required ten day period, Consultant shall have the right to
cancel the Agreement.

(d) Termination or cancellation of this Agreement shall not terminate or cancel any payment
obligation of Client under this Agreement for work performed by the Consultant till the date of
termination.


9.       CONFLICT OF INTEREST

The Consultant covenants that it has no interest and will not acquire any interest, direct or
indirect, which may affect or conflict in any manner or degree with the performance of its
services hereunder. The Consultant further covenants that, in performing this Agreement, it will
employ no person who has any such interest. Furthermore, Consultant agrees not to accept any
other employment or representation during the term of this Agreement which is or may likely
make Consultant “financially interested” in any decision made by Client on any matter in
connection with which Consultant has been retained pursuant to this Agreement. Nothing in this
section shall, however, preclude Consultant from accepting other engagements with Client.


10.      OWNERSHIP OF MATERIALS

All email exchanges, feedback sent to Consultant, records, reports, information, data, and other
materials including but not limited to Deliverable prepared by the Consultant pursuant to this
Agreement are the property of the Client, which has the exclusive and unrestricted Client to
release, publish or otherwise use, in whole or part, information relating thereto. Consultant shall
not retain any copies of the foregoing after termination of this Agreement without the Client's
prior written permission.


11.      ACCURACY OF FINANCIAL INFORMATION

Client agrees that the accuracy of financial information supplied to Consultant is the sole
responsibility of the Client. Consultant 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.




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12.      ASSIGNMENT

Consultant shall not assign any of their rights under this Agreement, or delegate the performance
of any of the obligations or duties hereunder, without the prior written consent of the Client and
any attempt by Consultant to so assign, transfer, or subcontract any rights, duties, or obligations
arising hereunder shall be void and of no effect.


13.      NOTICES

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
facsimile before or during receiving party’s regular business hours; or (b) on the second business
day following deposit in the United States 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.

Address for Client:

______________________________

______________________________

Address for Consultant:

______________________________

______________________________


14.      GOVERNING LAW

This Agreement is to be construed in accordance with and governed by the internal laws of the
State of _____, USA. In the event of a dispute relating to this Agreement, both parties agree to
submit to the jurisdiction of the county of _____________________.
{Instruction: This county should be the same as the county in paragraph 15, below. If a city
is chosen in paragraph 15, below, the county in this paragraph should be the county where
that city is located.}


15.      DISPUTE RESOLUTION

All disputes under this Agreement shall be settled by arbitration in _________________
[PROVIDE CITY OR COUNTY WHERE PARTIES AGREE A DISPUTE WOULD BE
HEARD] before a single arbitrator pursuant to the commercial law rules of the American
Arbitration Association. Arbitration may be commenced at any time by any party hereto giving



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written notice to the other party to a dispute that such 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.


16.      SEVERABILITY

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.


17.      LIMITATION OF LIABILITY

(a) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES
WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF
PROFITS, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO
INFORMATION INCURRED BY THE OTHER PARTY ARISING OUT OF THIS
AGREEMENT (PROVIDED THAT THIS LIMITATION SHALL NOT LIMIT EITHER
PARTY'S OBLIGATION TO INDEMNIFY THE OTHER PARTY FOR THIRD PARTY
CLAIMS WHICH INCLUDE SUCH DAMAGES), EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) IN NO EVENT WILL EITHER PARTY’S LIABILITY ON ANY CLAIM, LOSS OR
LIABILITY ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT EXCEED
THE AMOUNTS PAID OR TO BE PAID TO CONSULTANT DURING THE __________
MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OR
ACTION BY CLIENT.


18.      INDEMNIFICATION

Each party shall at its own expense indemnify and hold harmless, and at the other party’s request
defend such other party’s Affiliates, subsidiaries, successors and assigns and its officers,
directors, employees, sub-licensees, 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,
including any breach or alleged breach of any representation or warranty set forth in this
Agreement; or (b) the gross negligence or willful misconduct of a party’s employees or agents;




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19.      COMPLIANCE WITH LAWS

Consultant shall comply with all applicable laws, ordinances, codes and regulations of the
federal, state, and local governments.


20.      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.


21.       WAIVER

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 operate as a waiver of any right or remedy.


22.      CAPTIONS

The headings used in this Agreement are for convenience only and shall not be used to limit or
construe the contents of any of the sections of this Agreement.


IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first set forth
above.

CLIENT                                                          CONSULTANT
By: _____________________________                                By: ______________________________
Name:                 ___                                        Name: _______________________
Title: _______________                                           Title:       ______
Date: _______________________, 201___                            Date:   ___________________,   201___
       I have authority to bind company




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                                               EXHIBIT A
                                        FEES AND PAYMENT TERMS

1.       Fees to be paid
2.       Payment Terms




CLIENT                                                        CONSULTANT

By:                                                           By:

Name:                                                         Name:

Title:                                                        Title:

Date:                                                         Date:
         I have authority to bind company




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