Governing Law
This Agreement is to be construed in accordance with and governed by the internal laws of the State of Florida, USA. Venue for any legal proceedings will be in Osceola County, Florida, USA.
Indemnification
Each party shall at its own expense indemnify and hold harmless, and at the other party’s request defend such party its affiliates, subsidiaries, successors and assigns officers, directors, employees, sublicensees, and agents from and against any and all claims, losses, liabilities, damages, demand, settlements, loss, expenses and costs (including attorneys’ fees and court costs) which arise directly or indirectly out of or relate to (a) any breach of this Agreement the indemnifying party, or (b) the gross negligence or willful misconduct of the indemnifying party’s, if employees or agents.
Force Majeure. Erlyn's Taxes Corp shall not be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make previously owed payments to the other Party hereunder) when and to the extent such failure or delay is caused by or results from acts beyond the Payroll Provider's (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”) that frustrates the purpose of this Agreement: (a) acts of God; (b) flood, fire, hurricane, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national, local, or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; (i) epidemic, pandemic or similar influenza or bacterial infection (which is defined by the United States Center for Disease Control as virulent human influenza or infection that may cause global outbreak, or pandemic, or serious illness); (j) emergency state; (k) unprecedent shortage or damage of adequate equipment; (l) shortage of power or transportation facilities; (m) impediment or shortage of from landlord/utility service required for office to function; and (n) other similar events beyond the reasonable control of the Impacted Party.
Signatures
This contract may be signed electronically or in hard copy. If signed in hard copy, it must be returned to the Business for valid record. Electronic signatures count as original for all purposes.
By typing their names as signatures below, both parties agree to the terms and provisions of this agreement.