ACCOUNTING SERVICES AGREEMENT

This Accounting Services Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE ACCOUNTANT], having registered office at [INSERT ADDRESS OF THE ACCOUNTANT] (hereinafter referred to as the “Accountant” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE CLIENT], having registered office at [INSERT ADDRESS OF THE CLIENT] (hereinafter referred to as the “Client” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Accountant” and the “Client” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS:

1. The accountant is engaged in providing accounting services and possesses necessary expertise and qualifications to provide such services.
2. The Client is the owner of the Company [INSERT DESCRIPTION OF THE BUSINESS] and agrees to hire an accountant for professional accounting services to manage their financial records, reports, and tax filings.
3. The Parties mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Accountant” shall mean an individual or entity who is engaged in providing accounting services to the client.
   2. “Accounting Services” shall mean all the services such as maintaining financial records and bookkeeping rendered by the accountant to the client.
   3. “Confidential Information” shall mean the any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party (Accountant) to the other party (Client) in connection with the terms and conditions whether in written, oral, electronic, or any other form, and identified as confidential or which the Client should reasonably understand to be confidential.
2. SCOPE
   1. The Accountant shall provide professional accounting services to the Client, including but not limited to bookkeeping, preparation of financial statements, tax filings, payroll processing, and financial reporting. The services may also include budgeting, financial planning, and audit support, as mutually agreed by both Parties.
   2. Any additional or customized services shall be provided upon written agreement and may be listed here: [INSERT ANY ADDITIONAL ACCOUNTING SERVICES AGREED BETWEEN THE PARTIES, E.G., INVENTORY MANAGEMENT, INTERNAL CONTROL REVIEW, etc.]
3. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
4. OBLIGATIONS OF PARTIES
   1. The Accountant shall perform the services outlined in this Agreement with due skill, care, and diligence in accordance with applicable accounting principles, tax laws, and industry standards.
   2. The Accountant shall maintain the confidentiality of all information and data received from the Client and shall not disclose such information to any third party without prior written consent, except as required by law.
   3. The Accountant shall provide timely and accurate financial reports, statements, and other deliverables, and shall notify the Client promptly of any issues, discrepancies, or potential liabilities identified during the course of service.
   4. The Accountant shall retain professional independence and shall not engage in any activity that creates a conflict of interest with the Client.
   5. The Client shall provide all required documents, financial records, and relevant information necessary for the accurate and timely completion of the services.
   6. The Client shall grant the Accountant reasonable access to financial systems, software, or tools necessary to perform the services, including logins and data exports if applicable.
   7. The Client shall ensure that all information provided is complete, accurate, and delivered on time, and shall bear responsibility for any consequences resulting from delays or inaccuracies.
   8. The Client shall comply with all applicable laws, including tax and financial regulations, and shall be responsible for reviewing and approving all submitted reports and filings.
   9. The Client shall promptly inform the Accountant of any changes in business operations, legal structure, or relevant financial circumstances that may affect the services.
   10. Both Parties shall communicate in good faith, respond promptly to requests, and cooperate fully to facilitate the successful performance of obligations under this Agreement.
5. PAYMENT
   1. Client hereby agrees to pay to Accountant the following amount [INSERT AMOUNT PAYABLE TO ACCOUNTANT] on a [INSERT PAYMENT SCHEDULE E.G., MONTHLY, QUARTERLY OR YEARLY] basis as agreed upon by both the parties.
   2. Payments shall be paid by Client to Accountant on or before [INSERT DUE DATE FOR PAYMENT].Payments shall be made in [INSERT FIAT CURRENCY] through [INSERT MODE OF PAYMENT].
6. REPORTS AND AUDITS
   1. The Accountant shall maintain accurate and complete financial records in accordance with applicable legal regulations, and provide the Client with regular financial reports, including but not limited to balance sheets, income statements, and cash flow statements, on a [INSERT MONTHLY/QUARTERLY/ANNUAL] basis, as agreed upon by the parties.
   2. The Accountant shall assist the Client in the preparation of any required tax filings, ensuring compliance with relevant tax laws and regulations.
   3. The Client acknowledges that the accuracy of financial reports and tax filings is dependent on the accuracy and completeness of information provided to the Accountant. The Client agrees to promptly provide all necessary financial and transactional data to facilitate the provision of accurate reports and filings.
   4. Upon request, the Accountant shall provide reasonable assistance to the Client during any external audits or reviews conducted by regulatory bodies, tax authorities, or third-party stakeholders.
   5. The Client retains ownership of all financial records, reports, and documents produced by the Accountant during the course of providing services under this Agreement.
   6. In the event of termination of this Agreement, the Accountant shall provide the Client with a complete and orderly transfer of all financial records and reports in their possession.
   7. The Accountant shall maintain confidentiality of all financial information and reports provided by the Client, as outlined in the Confidentiality clause of this Agreement.
7. REPRESENTATION AND WARRANTY
   1. The client represents and warrants that all the information provided to the Accountant, including business information and contact details is accurate, complete and up-to-date.
   2. The Client represents and warrants that all information, documents, and records provided to the Accountant for the purpose of performing accounting services are accurate, complete, and in compliance with applicable laws and regulations. The Client acknowledges that any reliance on the accuracy of financial reports and statements produced by the Accountant is contingent upon the accuracy and completeness of the information provided by the Client.
   3. The Accountant represents and warrants that the accounting services shall be performed in a professional and competent manner, consistent with generally accepted accounting principles and applicable laws.
8. CONFIDENTIALITY
   1. Definition of Confidential Information. As used herein, "Confidential Information" shall mean and include all information disclosed by either Party under this Agreement, whether marked confidential or not, including without limitation the terms and conditions of this Agreement, the services and products, business and marketing plans, technology and technical information, financial information, product designs, and business processes, specifications, network diagram,  (whether in tangible or intangible form, in written or in machine readable form, or disclosed orally or visually). 
   2. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   3. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   4. Parties agree to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
   5. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
   6. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
9. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
   1. The Accountant covenants that it will not claim any right, title or interest whether at law or in equity or in any Intellectual Property of the Client’s business and that the Client shall be the sole, exclusive and absolute owner of all.
10. TERMINATION
    1. Either party may terminate this Agreement for material breach on [INSERT THE NO. OF DAYS] days' written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
       1. this Agreement provides a specific date or period for performance of the obligation breached; or
       2. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
    2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
    3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
11. INDEMNIFICATION
    1. Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates, officers, directors, employees, agents, successors, and assigns (“Indemnified Party”) from and against any and all claims, demands, actions, suits, or proceedings initiated by third parties, as well as any resulting liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, to the extent such claims arise from;
       1. any breach by the Indemnifying Party of its covenants, agreements, or obligations under this Agreement;
       2. any inaccuracy or material misrepresentation in the representations or warranties made by the Indemnifying Party; or
       3. any claim that the use, licensing, or commercialization of intellectual property or proprietary rights by the Indemnifying Party infringes, misappropriates, or otherwise violates the rights of any third party. The Indemnified Party shall provide prompt written notice of any claim for which indemnification is sought, and the Indemnifying Party shall have the right to assume and control the defence with counsel of its choosing, subject to the Indemnified Party’s reasonable approval.
    2. The Indemnified Party shall cooperate in good faith, and while it may participate in the defence at its own expense, the Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent if such settlement imposes liability, does not provide a full release, or includes an admission of wrongdoing. Indemnification shall not apply to the extent that the claim arises from the Indemnified Party’s own wilful misconduct, negligence, or material breach of this Agreement.
12. LIMITATION OF LIABILITY
    1. 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 nor liability arising out of or connected with this agreement shall exceed the amounts paid to the Accountant by client.
13. DISPUTE RESOLUTION
    1. The Parties shall endeavour to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator . The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
14. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Accountant and Client.
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
15. FORCE MAJUERE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
16. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Day following resumption of regular postal service:
       1. If to the Client: [INSERT EMAIL ID OR/AND ADDRESS OF CLIENT]
       2. If to the Accountant: [INSERT EMAIL ID OR/AND ADDRESS OF ACCOUNTANT]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
17. INDEPENDENT CONTRACTOR
    1. It is understood and agreed that this Agreement does not create a fiduciary relationship between accountant and the client shall be of independent contractors, and that nothing in this Agreement is intended to make either party a general or special agent, legal representative, partner or employee of the other for any purpose or to grant either accountant or client the right to direct or supervise the daily affairs of the other. Client acknowledges and agrees that during the term of this agreement the accountant may hire assistants or subcontractors to perform the accounting services. The Client shall not withhold any taxes or any amount or payment due to the accountant and which it owes to the accountant in regard to the services rendered by it to the Client.
18. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
19. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
20. DECLARATION
    1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Accountant

Name: [INSERT THE NAME OF SIGNING AUTHORITY OF ACCOUNTANT AND/OR DESIGNATION] 

Signature:

Date: [INSERT THE DATE ON WHICH ACCOUNTANT SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Client

Name: [INSERT THE NAME OF SIGNING AUTHORITY OF CLIENT AND/OR DESIGNATION] 

Signature: 

Date: [INSERT THE DATE ON WHICH CLIENT SIGNS THE AGREEMENT]