9. LIABILITY. Tax Preparer is liable for following all applicable rules and regulations in the state in which they operate, and the IRS for all Services rendered under this agreement. By executing this agreement, Tax Preparer agrees to correct any errors or omissions whether intentional or inadvertent without compensation from the Tax Preparation Company. Tax Preparer agrees that any liability associated with the provision of Services under this agreement will be that of Tax Preparer and not Tax Preparation Company. Tax PreparationCompany shall not be liable to Tax Preparer’s employees, governmental agencies or any other third parties as a result of Tax Preparer’s failure to comply with any applicable federal, state or local law or any disputes arising from the essential terms and conditions of an employee’s employment such as, but not limited to, hiring, firing, discipline,supervision, direction, wages and working conditions. Tax Preparer shall indemnify and hold harmless Tax Preparation Company, its affiliates, and its respective officers, directors,agents and employees from any and all claims, demands, losses, causes of action, damage,lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, Tax Preparer’s employment and/or business practices.
10. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries,inventions, improvements, new techniques, patents, products, materials, protocols,research papers, new programs or products, or other information (collectively, the "WorkProduct") made or developed in whole or in part by Tax Preparer within or after normal working hours in connection with the business or activities of Tax Preparation Company or any of its subsidiaries, shall be deemed to have been made or developed by Tax Preparersolely for the benefit of Tax Preparation Company and will be considered “work made for hire" within the meaning of the United States Copyright Act, Title 17, United States Code for commissioned individuals, which vests all copyright interest in and to the Work Production Tax Preparation Company. In the event, however, that any court of competent jurisdiction finally declares that the Work Product is not or was not a work made for hire as agreed, Tax Preparer agrees to assign, convey, and transfer to Tax Preparation Company allright, title and interest Tax Preparer may presently have or may have or be deemed to have in and to any such Work Product and in the copyright of such work, including but not limited to, all rights of reproduction, distribution, publication, public performance, public display and preparation of derivative works, and all rights of ownership and possession of the original fixation of the Work Product and any and all copies. Additional, Tax Preparer agrees to execute any documents necessary for Tax Preparation Company to record and/or perfect its ownership of the Work Product and the applicable copyright.
11. CLIENTS. Tax Preparer is responsible for generating his/her own leads and clients for return preparation. Any clients obtained by Tax Preparer are the property of Tax Preparer.
12. OWNERSHIP OF SOCIAL MEDIA CONTACTS. Any social media contacts, including"followers" or "friends," that are acquired through accounts (including, but not limited to email addresses, blogs, Twitter, Facebook, YouTube, or other social media networks) used or created on behalf of Tax Preparation Company are the property of Tax Preparer.
13. TRAINING. Tax Preparer is required to complete all training necessary to qualify for and maintain his/her paid preparer status with the IRS. Tax Preparation Company may facilitate such training that is required to partner with the Tax Preparation Company, in addition to any such training that the IRS requires paid preparers to complete. A training assessment will be issued at the completion of the Tax Preparation Company training. Tax Preparer is required to score 70% or better on examinations conducted with respect to any training in order to qualify to contract with Tax Preparation Company.
14. CONTINUING EDUCATION. Tax Preparer is responsible for completing any and all continuing education required to maintain his/her PTIN as mandated by the IRS.
15. CONFIDENTIALITY. Tax Preparer will not at any time or in any manner, either directly or indirectly, divulge, disclose, or communicate any information that is the property of Tax Preparation Company to any third party whether or not such conveyance personally benefits Tax Preparer. Tax Preparer also will not at any time or in any manner, either directly or indirectly, divulge, disclose, or communicate any information that is the property of any client of Tax Preparation Company. Tax Preparer will protect all such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, Tax Preparer will return to Tax Preparation Company all records, notes, documentation and other items that were used, created, or controlled by Tax Preparer during the term of this Agreement with respect to any Services provided that are required for Tax Preparation Company to comply with any due diligence requirements imposed by the IRS.
a. “Confidential Information” shall mean any data or information that is competitively sensitive material and not generally known to the public, including but not limited to, information relating to development and plans, marketing strategies, finance,operations, systems, proprietary concepts, documentation, reports, data,specifications, computer software, source code, object code, flow charts, data,databases, inventions, know-how, trade secrets, client lists, client relationships,client profiles, supplier lists, supplier relationships, supplier profiles, pricing, sales estimates, business plans and internal performance results relating to the past,present or future business activities, technical information, designs, processes,procedures, formulas or improvements, which Tax Preparation Company considers confidential and proprietary. This also includes anything marked “confidential.”
b. Tax Preparer shall be solely responsible for any damages caused to any person as a result of a breach or violation of these confidentiality provisions and shall indemnify and hold harmless the Tax Preparation Company for any such damages.Tax Preparer acknowledges that use or disclosure of any Confidential Information in a manner inconsistent with this Agreement will give rise to irreparable injury for which damages would not be an adequate remedy. Accordingly, in addition to any
Other legal remedies that may be available at law or equity, Tax PreparationCompany shall be entitled to equitable or injunctive relief against the unauthorized use or disclosure of Confidential Information.
16. FILE AND RECORD MAINTENANCE. Tax Preparation Company will maintain all client return files in accordance with rules and regulations set forth by the IRS. Tax Preparer may access their clients’ files as needed to respond to requests from the client or the IRS. Tax Preparer may maintain copies of their own records at a location of their choosing, but Tax Preparer accepts all liability for any disclosures of client information that occur as a result of these files they choose to maintain. This clause does not require the Tax Preparation Company to create the files. The creation of the files is the sole responsibility of Tax Preparer. Tax Preparer acknowledges that he/she is aware of the various recordkeeping and due diligence requirements associated with each return that is prepared. Tax Preparer also acknowledges that he/she will follow all IRS rules with respect to file and recordkeeping.
17. OFFICE AND EQUIPMENT USE. Tax Preparer has the option to work in an office environment and office space to prepare returns for his/her clients. Tax Preparer is permitted to utilize any of his/her own equipment or resources to assist in the preparation of returns for his/her clients as long as none of this utilization violates any existing licenses,covenants, etc. of Tax Preparation Company. Tax Preparer is free to set his/her own hours and number of hours worked, and is free to utilize Tax Preparation Company’s office space, assuming there is availability.
18. BUSINESS EXPENSES. Any expenses associated with Tax Preparer’s provision ofServices are his/her own and will not be reimbursed by Tax Preparation Company. This includes, but is not limited to: automobile expenses associated with providing Services for clients; any office supplies used by Tax Preparer; costs associated with Tax Preparer's retaining employees, agents, or designees; etc.
19. POLICIES AND PROCEDURES. Tax Preparer agrees to adhere to the policies, standards,and regulations that Tax Preparation Company has established or to which Tax PreparationCompany is subject to perform according to federal, state or local requirements, as they may be amended from time to time. To the extent, if any, that the policies of Tax PreparationCompany, or instructions of Tax Preparation Company staff, conflict with the provisions of this agreement, the provisions of the agreement shall control.
20. NON-COMPETE: Tax Preparer represents and warrants that he/she has not violated anynon- competition, non-compete, non-solicitation, or confidentiality agreement entered into with any other organization or entity, and by becoming a Tax Preparer for Tax PreparationCompany, he/she will not be violating any agreement or contract, including non-competition, non-compete, non- solicitation entered in with any other organization.
21. INDEMNIFICATION. Tax Preparer agrees to defend, indemnify and hold harmless Tax Preparation Company from all claims, losses, expenses, fees including attorney fees, costs,and judgments that may be asserted against Tax Preparation Company that result from the acts or omissions of Tax Preparer, Tax Preparer's employees, agents, or designees, if any.
22. DISPUTES: In the event a dispute arises between Tax Preparation Company and Tax Preparer regarding their respective rights, duties, or obligations under this agreement, or in the event of a claim of breach of the Tax Preparer Agreement, it is agreed that the parties will work in good faith to resolve the issue. If the parties cannot resolve the issue after seven(7) days, the dispute shall be first submitted to mediation. The parties shall share the cost of mediation. If mediation is unsuccessful, the parties may proceed to binding arbitration under the Commercial Rules of the American Arbitration Association with arbitration to occur at Arlington, TX United States. The Arbitrator may award, in addition to declaratory relief, contractual damages and shall award reasonable attorney’s fees and costs to the prevailing party. An award of attorney’s fees and costs shall continue through any review,appeal or enforcement of an arbitration decision. The arbitration decision may be enforced in any court of competent jurisdiction. This provision shall not be construed so as to prohibit either party from obtaining preliminary or permanent injunctive relief in any court of competent jurisdiction. The parties each expressly waive their right to collect consequential, punitive and exemplary damages from the other party.