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  • ExactPay Payroll Service Agreement

    Revised Date: August 2025
  • 1. Scope of Services

    ExactPay Payroll Services LLC (ExactPay) agrees to provide payroll processing and related services, which may include:

    • Payroll calculations and processing.
    • Direct deposit facilitation.
    • Tax withholding, filing, and remittance.
    • W-2 and 1099 preparation.
    • Time and labor tracking (if applicable).
    • Access to our payroll platform (powered by ADP or third-party provider).

    Any additional services must be agreed upon in writing.

    2. Client Responsibilities

    You agree to:

    • Provide timely and accurate employee, wage, tax, and business information.
    • Review all payroll reports for accuracy before approval.
    • Remit any necessary funds to cover payroll, taxes, and service fees.
    • Comply with all applicable federal, state, and local employment laws.

    Failure to provide accurate or timely data may result in delays or errors for which ExactPay is not responsible. 

    3. Fees and Payment

    Fees for services will be outlined in your pricing schedule or invoice. Payments are due on the agreed schedule. Late payments may result in suspension of services and/or late fees.

    4. Term and Termination

    This Agreement shall continue month-to-month unless terminated by either party with 30 days written notice. Either party may terminate immediately in the event of material breach.

    5. Confidentiality

    Both parties agree to protect the confidentiality of proprietary or sensitive information and not disclose it to third parties without written consent, unless required by law.

    6. Force Majeure

    ExactPay shall not be liable for delays or failure in performance due to events beyond our reasonable control, including but not limited to natural disasters, system failures, or third-party outages.

    7. Governing Law and Venue

    This Agreement shall be governed by and construed in accordance with the laws of the State of Rhode Island, without regard to conflict of law rules.

    8. Entire Agreement

    This document, along with any attached exhibits, constitutes the entire agreement between the parties and supersedes all prior proposals, agreements, or understandings.

    9. Acknowledgement and Acceptance

    By signing below, both parties acknowledge they have read and understand the Agreement and agree to its terms.

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