A. Customer shall execute certain forms and agreements, including IRS Form 8655, Payroll Funding Authorization and Magnetic Media Filing Authorization, in order to receive tax-filing services.

B. Customer acknowledges that payroll services and tax filings and deposits are based upon information supplied by the Customer, including proof of federal, state, and local tax identification numbers, and applicable state unemployment rates. Further, Customer is responsible for the accuracy of all such information and the verification of payroll, payroll tax filings, and other related data.

C. Customer will make available to SP sufficient and good funds within the applicable deadlines to satisfy Customers’ tax and payroll obligations, including direct deposit of employee checks and/or checks drawn on the account of the SP for the benefit of Customers’ employees. SP may terminate this agreement and /or any one or all of the services should Customer not make available sufficient, good funds within the deadlines established by SP. Upon notice of insufficient funds, Customer will become solely responsible for tax payments and further payments to employees and will become responsible for any penalties and interest charged by taxing authorities. SP may allocate any remaining good funds to the payment of services or invoices, and may allocate remaining funds to the taxing authorities on behalf of the Customer.

D. Customer agrees to provide and assist SP in preparing historic data to successfully convert company and employee information to SP’s system.

E. Customer is responsible, exclusively, for the consequences of any instructions or input that Customer may give to SP, or for Customer’s failure to properly utilize the SP’s Software, or remote computer connections via modem or Internet.

F. Customer is responsible for reviewing all paychecks, direct deposits, reports, and bank drafts prepared by the SP for validity and accuracy according to the Customers’ records. Customer agrees to notify the SP immediately of any discrepancies discovered.

A. Customer files are the confidential property of Customer. SP will not make said files available to any company, authority or person other than an SP employee, except on a need-to-know basis to facilitate service to the Customer.

B. SP will retain Customer files to the extent necessary to perform payroll services and in conformity with SP’s record retention policies. SP will dispose of client records by shredding documents in accordance with SP’s record retention and disposal policies. Customer may obtain additional record retention services from SP.

A. Customer will not alter, change, or modify SP’s software that may be installed on a workstation or network. Further, Customer will not recompile, decompile, disassemble, reverse engineer, make or distribute in any form the SP’s software.

B. SP is providing to Customer a personal, non-transferable license to utilize the SP’s software or other related equipment.

A. SP’s sole liability to Customer or any Third Party for claims arising out of errors or omissions in the services provided or to be provided by SP shall be to furnish a correct report, a correct paycheck, or the correct data as the case may be and to correct the Customer files, provided the Customer promptly advises the SP thereof.

B. SP will make every reasonable effort to provide services in accordance with the scheduled due dates agreed upon by Customer and SP, but SP cannot guarantee such compliance. Accordingly, SP’s sole liability to Customer or any third party for claims arising out of the non-compliance, or the interruption in or delay of the services for any reason, shall be to use its best effort to provide such services and /or to resume the services as promptly as reasonably practical. SP shall not be held liable for any delay or failure to perform under this agreement or for interruption of service resulting directly or indirectly from any cause beyond SP’s control.

C. Tax Filings: Based upon the information provided by Customer, SP will be responsible for applicable payroll tax deposits, filings, and reconciliations. SP’s sole liability to Customer or any third party for claims is to furnish a correct report or data and to correct Customers’ records or tax agency filings. Customer shall be responsible for any tax due and SP shall be responsible for any penalty levied due to SP error or omission. SP shall be responsible for any interest charges levied if SP has debited the Customers bank account for the associated taxes and was holding the amount in SP’s account prior to the error and omission in question. Customer is responsible for interest charges in all other cases.

D. SP’s sole liability for money damages resulting from claims made by Customer or any third party related to fraudulent or dishonest acts or omissions of SP’s officers, employees, or agents in performing the services shall be limited to the loss of funds caused by the fraudulent or dishonest acts or omissions with respect to tax filing services only.

A. Customer agrees to pay SP for services rendered from the beginning date of this agreement until terminated by the Customer or SP. Further, Customer agrees to pay for year end services, i.e. employee W-2s and related year end tax filings, should this agreement be terminated and Customer desires that SP produce year information.

B. All invoices are due at time service is rendered and are electronically transferred from Customer’s account at the same time as tax deposits are withdrawn. SP and Customer must mutually agree upon any other payment arrangements. SP may levy fees for collection of insufficient funds and may charge 1.5% on any delinquent account. Customer agrees to reimburse SP for any and all expenses, including reasonable attorney fees in taking action to collect any amounts due to SP from Customer.

A. Customer may terminate this agreement at any time by providing a thirty-day written notice to SP. Notice should be sent to the attention of the President, at the current location of the SP. This allows the SP to provide an accurate accounting of taxes held for future payments.

B. Should client default in the payment of services or in providing sufficient and good funds for the future payment of Customers tax liabilities, or become the subject of any bankruptcy proceeding, or experience any material adverse change in its financial condition, then, in any such event, SP may upon written notice terminate this agreement and declare all amounts immediately due and payable or require Customer to deposit an amount equal to its average service fees to prepay for future services.

A. Customer shall be responsible for compliance with all laws and governmental regulations affecting its business and for any use of SP’s services to assist in complying with such laws and governmental regulations. SP shall not have any responsibility relating to Customers compliance with such governmental laws and regulations except for providing SP’s tax filing services.

B. This agreement shall be bound under the laws of the state of Maryland.

C. Customer shall not assign this agreement without the prior written consent of the SP.