This Bookkeeping Agreement (the “Agreement”) is made as of the date of execution on the signature page below by and between [BOOKKEEPER], (the “Bookkeeper”), and [CLIENT] (the “Client”), with each having a place of business at the address indicated on the signature page below. Both the Bookkeeper and the Client may be referred to individually as a “Party” and collectively as the “Parties.”
WHEREAS, the Bookkeeper is in the business of accounting and bookkeeping services and the Client desires to engage the Bookkeeper to utilize such services in accordance with the terms and conditions herein.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the Parties agree as follows:
BOOKKEEPING SERVICES. The Bookkeeper shall perform the following services (the “Bookkeeping Services”):
- Tracking of Accounts Payable/Receivable. The Bookkeeper shall monitor and track all invoices sent and/or received to and from third parties and adjust the Client’s accounts on a regular basis.
- Bill Payment. The Bookkeeper shall track all payments made and received by the Client and adjust the Accounts Payable/Receivable accordingly.
- Financial Statement Preparation. The Bookkeeper shall prepare the Client’s applicable (i) balance sheet; (ii) profit and loss statement; and (iii) cash flow statement on a [MONTHLY/QUARTERLY/ANNUAL] basis. Such reporting shall be complete on or before fifteen (15) days following the close out of the applicable period.
- Budget Preparation. The Bookkeeper shall work with the Client to assess its financial goals and prepare a budget in accordance with such goals on a [MONTHLY/QUARTERLY/ANNUAL] basis.
- Additional Services. In addition to the above, the Bookkeeper shall perform the following services on behalf of the Client: [ADDITIONAL SERVICES]
- Hourly Rate. The Client shall pay to the Bookkeeper a rate of $[HOURLY RATE] per hour for all Bookkeeping Services.
- Expenses. The Parties agree and acknowledge that the Bookkeeper is authorized to incur expenses on behalf of the Client necessary to perform the Bookkeeping Services, for which it shall be reimbursed pursuant to the issuance of each invoice. The Bookkeeper shall maintain and provide substantiating documentation of all such expenses upon request.
- Invoices. The Bookkeeper shall invoice the Client for Bookkeeping Services within the first five (5) days of each calendar month. Each invoice shall include a description of the Bookkeeping Services provided and shall be due and payable thirty (30) days from receipt by the Client.
- Non-Payment Penalty. The Client agrees and acknowledges that any non-payment shall incur a penalty of ten percent (10%) per annum or the highest interest rate allowable by the law of the applicable jurisdiction.
- Term. This Agreement shall commence as of the date of execution and shall continue thereafter until the completion of the Bookkeeping Services unless sooner terminated in accordance with this Agreement.
- Termination. The Parties may terminate the Agreement prior to completion of the Bookkeeping Services in accordance with the following:
- Bookkeeper Right. The Bookkeeper may terminate this Agreement, effective on written notice to the Client, if the Client fails to pay any amount when due hereunder, and such failure continues more than five (5) days after the Bookkeeper’s delivery of written notice thereof.
- Upon Material Breach by Either Party. Either Party may terminate this Agreement, effective on written notice to the other party, if the other Party materially breaches this Agreement, and such breach remains uncured fifteen (15) days after the non-breaching party provides the breaching party with written notice of such breach.
- For Convenience. Either Party may terminate this Agreement with thirty (30) days’ written notice for any reason or no reason at all.
- Effect of Termination. Upon termination of this Agreement for any reason, the Client shall immediately pay to the Bookkeeper any amounts due and payable under this Agreement.
- “Confidential Information” Defined. “Confidential Information” includes written machine-reproducible and visual materials; all verbal disclosures made by or on behalf of the Parties under this Agreement; any software, whether in object, source or executable code; documentation and nonpublic financial information; information relating to either Party’s methods of operations; names, addresses, telephone numbers and other identifying information relating to clients of the Parties; personnel data relating to employees and contractors; and other documents prepared by or for the Parties or otherwise in furtherance of such Party’s business; nonpublic plans for new products and services; improvements and marketing strategies; and business contacts, pricing, business plans, techniques, methods and processes.
- Receipt of Confidential Information. During the term of this Agreement, each Party (a “Recipient Party”) may acquire Confidential Information about the other (a “Disclosing Party”), including information regarding business activities and operations, technical information, and trade secrets (the “Confidential Information and Trade Secrets”). Each Recipient Party agrees to hold in confidence all Confidential Information and Trade Secrets, not use Confidential Information or Trade Secrets for purposes other than to accomplish the aims of this Agreement, and not to disclose Confidential Information or Trade Secrets to any third party.
- Exceptions. The foregoing confidential obligations shall not apply to Confidential Information (i) which is or becomes publicly available other than through the breach of this Agreement, (ii) which was known to the recipient prior to the disclosure by the other party, (iii) which a party rightfully receives from a third party not bound by any confidentiality agreement with respect thereto, (iv) which is independently developed by the recipient, or (v) which is required to be disclosed pursuant to legal or governmental requirements; provided, that disclosure under this clause shall be limited to persons legally entitled to receive the information.
- Effect Upon Termination. In the event this Agreement expires or is terminated for any reason or should either Party request the other to do so for any reason, such Party will promptly return, erase, or destroy all Confidential Information or Trade Secrets in its possession or control, including Confidential Information or Trade Secrets stored in any computer memory or data storage apparatus.
- Publicity. The Client acknowledges and agrees that the Bookkeeper may indicate that it is working with the Client in its marketing materials.
- Independent Representation. Each Party acknowledges that he or she has been represented by independent legal counsel of his or her own choice throughout all of the negotiations which preceded the execution of this Agreement (or has waived such right) and that he or she has executed this Agreement with the consent and upon the advice of such independent legal counsel.
- Assignment. No Party may assign or transfer its rights or obligations under or interest in this Agreement without the prior written consent of the other Party.
- Integration. This Agreement constitutes the entire understanding and agreement of the Parties with respect to its subject and supersedes any prior agreements.
- No Waiver. No term of this Note may be waived, modified, or amended except by an instrument in writing signed by both of the Parties. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.
- Governing Law; Venue. This Agreement shall be construed with and governed by the substantive laws of the State of [STATE]. Should any claim or controversy arise between the Parties under the terms of this Note or in furtherance of this Agreement, such claim or controversy shall be resolved only in the state or federal courts located in [COUNTY, STATE].
- Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed original, but all of which together shall constitute one and the same instrument.
- Notices. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received only when delivered (personally, by courier service such as Federal Express, or by other messenger) or when deposited in the United States mail, registered or certified mail, postage prepaid, return receipt requested, or by email, addressed as set forth below or as communicated by either Party after the execution of this Agreement:
Email Address: [EMAIL ADDRESS]
Email Address: [EMAIL ADDRESS]
- Attorney’s Fees. The prevailing party in any action arising out of this Agreement shall be entitled to recover reasonable attorney’s fees as part of any judgment.
IN WITNESS WHEREOF, the Parties have executed this Agreement in accordance with the dates as indicated below.
City, State, Zip
City, State, Zip