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SERVICE & CONFIDENTIALITY AGREEMENT

THIS GENERAL SERVICE & CONFIDENTIALITY AGREEMENT (the “Agreement”) is between the “PROVIDER”, RJ Tax Consulting, LLC, and the “CLIENT”

BACKGROUND

  1. The Client is of the opinion that the Provider has the necessary qualifications, experience and abilities to provide services to the Client. See Appendix A for summary of services.
  2. The Provider is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Provider (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

SERVICES PROVIDED

  1. The Client hereby agrees to engage the Provider to provide the Client with the following services (the “Services”):
    • Sales Tax Automation Platform Management

TERMS OF AGREEMENT

  1. The term of this Agreement (the “Term”) will begin on the date of this Agreement is signed and will remain in full force for 1 year from that date, subject to earlier termination as provided in this Agreement. The Term may be renewed with the written consent of the Parties.
  2. In the event that either Party wishes to terminate this Agreement prior to 1 year from the date of the signed agreement, that Party will be required to provide 7 days written notice to the other Party.

PERFORMANCE

  1. The Parties agree to do everything necessary to ensure that the terms of this Agreement take

CURRENCY

  1. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

COMPENSATION

  1. The Provider will charge the Client a flat fee (as indicated on the invoice) for the Services (the “Compensation”).
  2. The Provider will invoice the Client as follows: Due on Receipt.
  3. Invoices submitted by the Provider to the Client are due upon
  4. The Client is to pay for services upfront, and in the event that this Agreement is terminated by the Client prior to completion of the Services, the Client will not be entitled to any kind of refund.
  5. The Provider will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement, unless the Client is requesting in person trainings or consultations, in which case those will be at the Client’s expense.

CONFIDENTIALITY

  1. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
  2. The Provider agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Provider has obtained, except as authorized by the Client or as required by The obligations of confidentiality will apply during the Term and will end on the termination of this Agreement except in the case of any Confidential Information which is a trade secret in which case those obligations will last indefinitely.
  3. All written and oral information and material disclosed or provided by the Client to the Provider under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Provider.

OWNERSHIP OF INTELLECTUAL PROPERTY

  1. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design, trade name, and business & tax information (the “Intellectual Property”) that is developed or produced under this Agreement, is a “work made for hire” and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
  2. The Provider may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Provider will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

RETURN OF PROPERTY

  1. Upon the expiration or termination of this Agreement, the Provider will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

CAPACITY/INDEPENDENT PROVIDER

  1. In providing the Services under this Agreement it is expressly agreed that the Provider is acting as an independent Provider and not as an employee. The Provider and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Provider during the Term. The Provider is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Provider under this Agreement.

RIGHT OF SUBSTITUTION

  1. Except as otherwise provided in this Agreement, the Provider may, at the Provider’s absolute discretion, engage a third party sub-Provider to perform some or all of the obligations of the Provider under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
  2. In the event that the Provider hires a sub-Provider:
    • the Provider will pay the sub-Provider for its services and the Compensation will remain payable by the Client to the Provider
    • for the purposes of the indemnification clause of this Agreement, the sub-Provider is an agent of the Provider.

AUTONOMY

  1. Except as otherwise provided in this Agreement, the Provider will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the The Provider will work autonomously and not at the direction of the Client. However, the Provider will be responsive to the reasonable needs and concerns of the Client.

EQUIPMENT

  1. Except as otherwise provided in this Agreement, the Provider will provide at the Provider’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

NO EXCLUSIVITY

  1. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

NOTICE

  1. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will need to be given in writing.

INDEMNIFICATION

  1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this This indemnification will survive the termination of this Agreement.

MODIFICATION OF AGREEMENT

  1. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

TIME OF THE ESSENCE

  1. Time is of the essence in this No extension or variation of this Agreement will operate as a waiver of this provision.

ASSIGNMENT

  1. The Provider will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

ENTIRE AGREEMENT

  1. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

ENUREMENT

  1. This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

TITLES/HEADINGS

  1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

GENDER

  1. Words in the singular mean and include the plural and vice Words in the masculine mean and include the feminine and vice versa.

GOVERNING LAW

  1. This Agreement will be governed by and construed in accordance with the laws of the State of Texas.

SEVERABILITY

  1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER

  1. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

     

APPENDIX A

While we can take over managing Client’s sales tax automation platform, we won’t be making compliance decisions for Client’s company. Ultimately, we will only do what Client approve. Below is what we can do for our clients and how we’ll help manage sales tax automation:

  • Keeping tax collection settings up to date
  • Helping stay on top of exempt certificates
  • Keeping sales tax filings settings up to date
  • Monitoring Economic Nexus obligations
  • Reminding about filings & reconciliations
  • Pulling sales tax reports
  • Reviewing system connections
  • Reviewing Avalara subscription for cost savings

We will make recommendations, and will only make changes if the Client approves them.

If the Client has a need related to sales tax automation, they are responsible for notifying Provider, who will then either perform the requested actions, or provide guidance on how to get the desired outcome in the event this isn’t something Provider can’t handle directly.

 

Custom Sales Tax Automation Solutions Tailored For Your Needs.