PROFESSIONAL SERVICES AGREEMENT

(For Accounting, Audit Support, Taxation & Secretarial Services)

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This Agreement is made on this ___ day of ________, 20, by and between:

PACS Accounting & Compliance Solutions, a firm incorporated under the laws of [Country], having its registered office at [Address], (hereinafter referred to as the “Service Provider”, which expression shall include its successors and assigns),

AND

[Client Company Name], a company incorporated under the laws of [Client’s Country], having its principal place of business at [Client Address],

(hereinafter referred to as the “Client”, which expression shall include its successors and assigns).

Collectively referred to as the “Parties” and individually as a “Party.”

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1. Purpose

This Agreement sets forth the terms and conditions under which the Service Provider shall provide professional accounting, audit support, taxation, and secretarial services to the Client.

2. Scope of Services

The Service Provider agrees to perform one or more of the following services, as requested by the Client:

• Accounting & Bookkeeping: Preparation and maintenance of financial records, reconciliations, ledgers, and financial statements.
• Audit Support: Assistance in external and internal audit preparation, working papers, compliance checklists, and documentation.
• Taxation: Preparation of tax computations, filing assistance, and coordination with Client’s tax advisors in compliance with local regulations.
• Secretarial / Governance Support: Assistance in corporate recordkeeping, board minutes, resolutions, statutory registers, and entity compliance management.
• Other Agreed Services: As mutually confirmed in writing (Annexure A).

3. Duration

This Agreement shall commence on the effective date mentioned above and shall remain valid for a period of [12 / 24 / 36 months], unless terminated earlier as per Clause 12. It may be renewed upon mutual written consent.

4. Fees and Payment Terms

• The Client agrees to pay the Service Provider a total fee of USD [] / INR [] as per the scope defined.
• Payment terms:
  • [X]% upon commencement of services
  • [X]% on completion of each milestone / month-end delivery
  • Balance [X]% upon final submission
• Recurring engagements (monthly/annual retainers) shall be invoiced at the end of each billing cycle.
• All payments shall be made via bank transfer to the Service Provider’s designated account.
• Delayed payments beyond 15 days of invoice due date will attract interest at [X]% per month.
• Rolling cost /expenses are not included in the offer because it will vary case to case basis.

5. Confidentiality and Data Protection

Both Parties agree to maintain the confidentiality of all information, data, and documents exchanged under this Agreement.

• The Service Provider shall ensure data protection in accordance with ISO 27001 / GDPR / HIPAA / local data privacy laws.
• No confidential information shall be disclosed to third parties without written consent.
• Upon contract termination, all client data shall be securely deleted or returned.

6. Intellectual Property

All deliverables, reports, and work products created for the Client under this Agreement shall become the property of the Client, once full payment is received.

The Service Provider retains the right to use non-confidential know-how and methodologies developed during the engagement.

7. Independent Contractor

The Service Provider shall perform all services as an independent contractor and not as an employee or representative of the Client.

This Agreement does not constitute a partnership, joint venture, or agency relationship.

8. Responsibilities of the Parties

Service Provider:

• Deliver services professionally and on time.
• Assign qualified staff and maintain confidentiality of client data.
• Comply with relevant accounting standards and international best practices.

Client:

• Provide access to relevant financial data, records, and documents.
• Respond to information requests in a timely manner.
• Ensure legal compliance in its home jurisdiction.

9. Liability & Indemnity

• The Service Provider’s liability shall be limited to the total amount of fees paid under this Agreement.
• Neither Party shall be liable for indirect or consequential losses.
• The Client agrees to indemnify the Service Provider against any third-party claims arising from inaccurate information provided by the Client.

10. Compliance with Laws

Both Parties shall comply with all applicable laws, regulations, and ethical standards, including anti-bribery, anti-money laundering (AML), and data privacy laws.

11. Non-Solicitation

During the term of this Agreement and for 12 months thereafter, the Client shall not directly employ or solicit any employee of the Service Provider without prior written consent.

12. Termination

Either Party may terminate this Agreement by giving 30 days’ written notice to the other Party if:

• The other Party materially breaches the Agreement and fails to cure the breach within 15 days; or
• The Client fails to make due payments for more than 30 days after invoice.

Upon termination, the Service Provider shall deliver all completed work up to the effective termination date.

13. Force Majeure

Neither Party shall be liable for delays or failure in performance caused by events beyond their reasonable control, such as natural disasters, cyberattacks, war, or government restrictions.

14. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of [Country/State], and any dispute shall be subject to the exclusive jurisdiction of the courts at [City, Country].

15. Entire Agreement

This Agreement constitutes the entire understanding between the Parties and supersedes any prior agreements or communications.

Any modification must be in writing and signed by both Parties.

16. Signatures

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Annexures