Contract Terms

Thank you for the opportunity to provide services to your company and related companies, (“Client”).  The scope of our services is described below.  When fully signed below, this letter will serve as the agreement (“Agreement”) between Cairn Accounting, LLC, a Washington company (“Cairns”) and Client regarding the terms of those services. 

1. Description of Services

Cairn Accounting will provide the services described in this Section 1 that have been initialed by both parties:

1. Bookkeeping: Income and expenses on a cash basis, taxes, banking information for one account, based on information provided by business owner/manager.
2. Collection and Reporting of Financial Data: Cairn Accounting will collect financial data from the business at least 1 time per quarter, at which time the account will be updated and a cash flow report generated and sent to the owner/manager. Once a quarter, following the end of each quarter, a P&L and Balance Sheet will be created and sent to the owner/manager for review.

Additional services beyond what is agreed to above, shall require the written agreement of the parties.   

2. Confidentiality

In connection with the provision of Services, Cairn Accounting and its employees, agents and affiliates (who reasonably have a need to assist in the performance of services herein) will require access to Client’s books, records, and other information (“Client Information”).  Except as consented to in writing by Client, or as required by applicable law or court order, Cairn Accounting will maintain the confidentiality of all Client Information, and use such information for the sole purpose of providing Services; provided however, that no confidentiality obligations will apply to Client Information that is publicly available or was rightfully obtained from a third party (other than Client’s designated third party representatives). Any work product created by Cairn Accounting in the course of providing the services and paid for in full by Client will be the property of Client. 

Client agrees to deliver such Client Information to Cairn Accounting on a timely basis as requested by Cairn Accounting.  If Cairn Accounting does not receive necessary Client Information within the timeframes requested, which delays Cairn Accounting’s delivery or completion of services, Client will nonetheless remain responsible for payment of all fees as described below.

Cairn Accounting will rely on the Client Information provided by Client, or by Client’s designated representatives. Cairn Accounting will not independently verify or audit Client Information. As such, it is Client’s sole responsibility to ensure that Client Information is complete and accurate. Cairn Accounting shall not be liable for any error or mistake in its work product, or any failure in the performance of the services, that is due to Client’s failure to deliver accurate, complete, and timely Client Information to Cairn Accounting.

3. Fees and Payment

In consideration for the Services, Client shall pay to Cairn Accounting the following fees that have been initialed by both parties:

1. On-going Services: Cairn Accounting shall provide the Services contemplated in Section 1 above pursuant to the payment plan selected during the online purchase and may be periodically upgraded based on total monthly expenses.

4. Non-Solicitation

During the term of this Agreement and for one year following the completion of Cairn Accounting’s performance of the services, Client shall not solicit for employment or hire (as an employee, consultant or otherwise) any employee, consultant, agent, or representative of Cairn Accounting or its affiliates (“Cairn Accounting Personnel”) unless Client pays Cairn Accounting a placement fee equal to 50% of the annual compensation Cairn Accounting pays to such solicited Cairn Accounting Personnel.  

5. Term and Termination

This Agreement will commence on the Effective Date and will continue until services are completed, or until earlier termination by either party.  Either party may terminate this Agreement with 10 days prior written notice. Client shall be responsible for all fees and costs related to the services up to the date of termination.

Upon termination of this Agreement for any reason, Cairn Accounting will promptly return, or, at the election of Client, destroy all Client Information if any, in Cairn Accounting’s possession. However, Cairn Accounting may retain copies of its work product, and supporting Client Information, for Cairn Accounting’s records. The confidentiality provisions set forth in Section 2 of this Agreement shall survive for a term of five years after the termination or expiration of this Agreement.  Cairn Accounting shall have no obligation to maintain records for Client other than what is necessary to perform services and may not maintain any such records absent Client’s express written request.

6. Indemnity

Except to the extent caused by gross negligence, fraud, or willful misconduct of Cairn Accounting, Client agrees to fully indemnify; defend and hold harmless Cairn Accounting from and against all claims and/or damages from any third-party claim arising in connection with this Agreement related to: (i) Services performed by Cairn Accounting, (ii) third-party reliance upon Cairn Accounting’s work product or Client Information, (iii) errors in Client Information, (iv) late public entity filings, or (v) infringement of any intellectual property or trade secrets by reason of Client Information or work product based upon such Client Information. This section shall survive the termination of this Agreement. Client will give prompt written notice to Cairn Accounting of any claim. Cairn Accounting may elect to direct the defense and settlement of any such claim with counsel of Cairn Accounting’s choosing and Client will provide Cairn Accounting with information and reasonable assistance. Cairn Accounting shall not be liable for any settlement of an action effected without its written consent, which consent shall not be unreasonably withheld.

7. Integration and Severability

This Agreement represents the complete and exclusive agreement between Cairn Accounting and Client and supersedes all prior communication, whether oral or written, relating to the subject matter of this agreement. No amendment or modification to this Agreement shall be valid unless in writing and signed by an officer of each party.

8. Relationship of the Parties

Each of the parties is an independent contractor and not an agent, employee, distributor or representative of the other. 

9. Limited Warranty of Cairn Accounting

Cairn Accounting will execute due care to perform the services in a timely manner and warrants that Cairn Accounting will perform services in a professionally competent and workmanlike manner. Except for the foregoing, Cairn Accounting make no other warranties, either express or implied, including without limitation, any warranty of merchantability or fitness for a particular purpose.

10. Tax Filings

Client acknowledges that it is solely responsible for the accuracy of any tax returns or similar filings.  Therefore, if services involve preparation of any such returns or filings, Client agrees that its authorized company representatives will review such returns or filings before signing them.

11. Limitation of Liability

In no event will (i) either party be liable to the other for any special, incidental, punitive, or consequential damages, whether based on breach of contract, tort (including negligence) or otherwise, whether or not that party has been advised of the possibility of such damage, or (ii) the liability of either party for damages of alleged damages hereunder, whether in contract, tort or any other legal theory, exceed the total amounts paid by Client to Cairn Accounting hereunder.

12. Governing Law

This Agreement shall be governed by the laws of the State of Washington, without regard to the conflict of laws principles thereof.

Any legal course of action arising from or related to this Agreement shall be commenced in the state or federal courts of Pierce County. The parties agree to personal jurisdiction of the courts of Pierce County and agree to waive the right to trial by jury.

If this Agreement is breached, the non-breaching party shall be entitled to recover its reasonable attorneys’ fees, court costs, witness fees and other collection expenses incurred in connection with such breach from the breaching party.  If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid, the remaining provisions shall remain unaffected and enforced in full effect.

13. Signature Pages

This Agreement may be executed electronically and such shall be deemed valid originals for evidentiary purposes.