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TAX MANAGEMENT/MONITORING AGREEMENT

This Tax Management/Monitoring Agreement (the "Agreement") is entered into on this ______ day of _______, 20____ (the "Effective Date"), by and between TaxGuard Solutions Inc., a corporation organized under the laws of the United States, with its principal place of business at ____________________________________ ("Service Provider"), and ___________________________, a _________________________ organized under the laws of ___________________ with its principal place of business at ____________________________________ ("Client").

1. SCOPE OF SERVICES

1.1. Tax Management and Monitoring Services

Service Provider agrees to provide tax management and monitoring services to Client (the "Services") in accordance with the terms and conditions of this Agreement. The scope of Services includes, but is not limited to: tax planning, tax compliance, tax minimization strategies, and ongoing monitoring of the Client's tax matters. Service Provider will perform the Services in a diligent, professional, and timely manner, in compliance with all applicable laws and regulations, including those of the United States.

2. REPORTING REQUIREMENTS

2.1. Periodic Reports

Throughout the term of this Agreement, Service Provider shall provide Client with periodic reports, no less frequently than quarterly, detailing the Services performed, tax liabilities or savings, and any recommendations for improvements in the Client's tax management practices. These reports will be delivered in a format mutually agreed upon by the parties, and will include all relevant documentation and supporting materials. Service Provider will maintain accurate and complete records of all Services rendered.

2.2. Annual Tax Reporting

Service Provider will prepare and timely file all federal, state, and local tax returns on behalf of Client, as required by law, for each calendar year during the term of this Agreement. Service Provider will provide these completed tax returns to Client for review and approval at least thirty (30) days before the filing deadline, along with a detailed explanation of all positions taken on the returns and any available tax minimization strategies.

2.3. Communication and Consultation

Service Provider will maintain an open and collaborative communication with Client throughout the term of this Agreement, ensuring that Client remains informed of any significant tax issues, changes in tax laws or regulations, or potential tax liabilities. In addition, Service Provider will be available to consult with Client on any tax matters or questions that Client may have during the term of this Agreement.

3. FEES

3.1. Fee Structure

In consideration of the Services provided by Service Provider under this Agreement, Client shall pay Service Provider fees in accordance with the fee structure agreed upon by the parties, as set forth in Exhibit A attached hereto and incorporated herein by reference. Such fees may include, without limitation, hourly rates, fixed fees for specific services, or a retainer for ongoing Services.

3.2. Invoices

Service Provider shall provide Client with written invoices, setting forth in reasonable detail the Services provided, the fees associated therewith, and any expenses incurred. Invoices shall be submitted to Client on a monthly basis or as otherwise agreed upon by the parties. Client shall pay all undisputed invoiced amounts within thirty (30) days of receipt of each invoice.

4. TERM AND TERMINATION

4.1. Term

This Agreement shall commence on the Effective Date and continue for an initial term of one (1) year, unless earlier terminated in accordance with the provisions of this Agreement. This Agreement may be renewed for successive one (1) year terms upon mutual written agreement of the parties.

4.2. Termination for Convenience

Either party may terminate this Agreement, without cause, upon sixty (60) days written notice to the other party.

4.3. Termination for Cause

Either party may terminate this Agreement immediately for cause if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after written notice thereof.

5. CONFIDENTIALITY

5.1. Confidentiality Obligations

Service Provider shall maintain the confidentiality of all information provided by Client in connection with the Services and shall not disclose such information to any third party without the prior written consent of Client, except as required by law or court order. Upon termination of this Agreement, Service Provider shall, upon Client's request, return or destroy all confidential information and any copies thereof in its possession or control.

6. INDEMNIFICATION

6.1. Indemnification Obligations

Service Provider shall indemnify, defend, and hold harmless Client, its officers, directors, employees, and agents, from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable attorneys' fees and costs) arising out of or in connection with Service Provider's negligence, willful misconduct, or breach of this Agreement.

7. GOVERNING LAW

7.1. Choice of Law

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of _____________________, without regard to any conflicts of laws principles.

8. MISCELLANEOUS

8.1. Entire Agreement

This Agreement, including any exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral.

8.2. Severability

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect, and the invalid or unenforceable provision will be replaced by a valid and enforceable provision that achieves the original intent of the parties.

IN WITNESS WHEREOF, the parties have executed this Tax Management/Monitoring Agreement as of the Effective Date.

_____________________________________ _____________________________________
[Client Name] TaxGuard Solutions Inc.
By: ___________________________ By: ____________________________
Title: _________________________ Title: __________________________
Date: __________________________ Date: __________________________