New Client Packet
- 2. Table of Contents New Client Form 3 Confidentiality Agreement 4 Contract for Services 8
- 3. Patricia Williams, Owner 503-208-1535 Trisha@PWBookkeeping.com New Client Information Date CompanyInformation Company Name Company Structure □ S Corp □ C Corp □ Non Profit □ Other □ Sole Proprietor □ LLC □ Foreign □ Personal DBA Name Field Owner’s Name E-Mail Physical Address City State Zi p Mailing Address City State Zi p Phone ( ) Cell ( ) Fax ( ) ITIN EIN BIN Services of Interest □ Bank Reconciliations □ Progress Tracking □ Consulting □ Historical Entries □ Payroll □ Personal Finance □ Audit/Review □ Policy Development □ Accounts Receivable □ Inventory □ Other Consulting □ Procedure Devel. □ Accounts Payable □ Daily Sales Recs. □ Billing Statements □ Other Project □ General Ledger □ CC Reconciliations □ Soft Collections □ HR Services Details # Bank Accts # CC Cards # Employees # Locations Software Version Year Login Password Specific Concerns/Notes How did you hear about me?
- 4. Confidentiality Agreement It is understood and agreed to that the Discloser and the Recipient would like to exchange certain information that may be considered confidential. To ensure the protection of such information and in consideration of the agreement to exchange said information, the parties agree as follows: 1. The confidential information to be disclosed by Discloser under this Agreement (“Confidential Information”) can be described as and includes: Technical and business information relating to Discloser’s proprietary ideas, patentable ideas copyrights and/or trade secrets, existing and/or contemplated products and services, software, schematics, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure. In addition to the above, Confidential Information shall also include, and the Recipient shall have a duty to protect, other confidential and/or sensitive information which is (a) disclosed by Discloser in writing and marked as confidential (or with other similar designation) at the time of disclosure; and/or (b) disclosed by Discloser in any other manner and identified as confidential at the time of disclosure and is also summarized and designated as confidential in a written memorandum delivered to Recipient within thirty (30) days of the disclosure. Page 1 of 4
- 5. 2. Recipient shall use the Confidential Information only for the purpose of evaluating potential business and investment relationships with Discloser. 3. Recipient shall limit disclosure of Confidential Information within its own organization to its directors, officers, partners, members and/or employees having a need to know and shall not disclose Confidential Information to any third party (whether an individual, corporation, or other entity) without the prior written consent of Discloser. Recipient shall have satisfied its obligations under this paragraph if it takes affirmative measures to ensure compliance with these confidentiality obligations by its employees, agents, consultants and others who are permitted access to or use of the Confidential Information. 4. This Agreement imposes no obligation upon Recipient with respect to any Confidential Information (a) that was in Recipient’s possession before receipt from Discloser; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by Recipient from a third party not owing a duty of confidentiality to the Discloser; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of, Discloser; or (e) is independently developed by Recipient. 5. Discloser warrants that he/she has the right to make the disclosures under this Agreement. 6. This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon the Recipient any rights, license or authority in or to the information exchanged, except the limited right to use Confidential Information specified in paragraph 2. Furthermore and specifically, no license or conveyance of any intellectual property rights is granted or implied by this Agreement. 7. Neither party has an obligation under this Agreement to purchase any service, goods, or intangibles from the other party. Discloser may, at its sole discretion, using its own information, offer such products and/or services for sale and modify them or discontinue sale at any time. Furthermore, both parties acknowledge and agree that the exchange of information under this Agreement shall not commit or bind either party to any present or future contractual 555 000 333 --- 222 000 888 --- 111 555 333 555 WWW WWW WWW ... PPP WWW BBB OOO OOO KKK KKK EEE EEE PPP III NNN GGG ... CCC OOO MMM PPP ... OOO ... BBB OOO XXX 111 555 333 555 *** CCC LLL AAA CCC KKK AAA MMM AAA SSS *** OOO RRR *** 999 777 000 111 555 Page 2 of 4
- 6. relationship (except as specifically stated herein), nor shall the exchange of information be construed as an inducement to act or not to act in any given manner. 8. Neither party shall be liable to the other in any manner whatsoever for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organization, products, services, or otherwise, based on either party’s decision to use or rely on any information exchanged under this Agreement. 9. If there is a breach or threatened breach of any provision of this Agreement, it is agreed and understood that Discloser shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief; provided however, no specification in this Agreement of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Agreement. 10. This Agreement states the entire agreement between the parties concerning the disclosure of Confidential Information and supersedes any prior agreements, understandings, or representations with respect thereto. Any addition or modification to this Agreement must be made in writing and signed by authorized representatives of both parties. This Agreement is made under and shall be construed according to the laws of the State of __________, U.S.A. In the event that this agreement is breached, any and all disputes must be settled in a court of competent jurisdiction in the State of __________, U.S.A. 11. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole. WHEREFORE, the parties acknowledge that they have read and understand this Agreement and voluntarily accept the duties and obligations set forth herein. 555 000 333 --- 222 000 888 --- 111 555 333 555 WWW WWW WWW ... PPP WWW BBB OOO OOO KKK KKK EEE EEE PPP III NNN GGG ... CCC OOO MMM PPP ... OOO ... BBB OOO XXX 111 555 333 555 *** CCC LLL AAA CCC KKK AAA MMM AAA SSS *** OOO RRR *** 999 777 000 111 555 Page 3 of 4
- 7. Recipient of Confidential Information: Name (Print or Type): Company: Title: Address: City, State & Zip: Signature: Date: Discloser of Confidential Information: Name (Print or Type): Company: Title: Address: City, State & Zip: Signature: Date: 555 000 333 --- 222 000 888 --- 111 555 333 555 WWW WWW WWW ... PPP WWW BBB OOO OOO KKK KKK EEE EEE PPP III NNN GGG ... CCC OOO MMM PPP ... OOO ... BBB OOO XXX 111 555 333 555 *** CCC LLL AAA CCC KKK AAA MMM AAA SSS *** OOO RRR *** 999 777 000 111 555 Page 4 of 4
- 8. GENERAL CONTRACT FOR SERVICES This Contract for Services is made effective as of by and between and PW Bookkeeping of PO Box 1535, Clackamas, Oregon 97015. 1. DESCRIPTION OF SERVICES. Beginning on PW Bookkeeping will provide to the following services (collectively, the "Services"): Bookkeeping and Accounting Including: 1. Accounting for all applicable data provided 2. Financial Reports 3. Reconciliation of Applicable Bank Accounts, Trust Accounts, Credit Cards, Asset & Liability Accounts, Customer and Vendor Accounts when requested and agreed upon. 4. Accounting and Reconciliation of Payroll processed through third party payroll service. 5. Consultation regarding financials when requested 6. Accounts Payable functions either per regular schedule or when requested and agreed upon. 7. Other Accounting, Bookkeeping, Payroll and/or Consulting Services when requested and agreed upon. 2. PAYMENT. Payment shall be made to PW Bookkeeping, Clackamas, Oregon 97015. PPG Property Management, LLC agrees to pay PW Bookkeeping as follows: Payment is Due Upon Receipt of Invoice. PW Bookkeeping reserves the right to keep on file a valid debit or credit card on file to be charged for any past due balance older than ten (10) days past the original due date reflected on the invoice. Page 1 of 5
- 9. If any invoice is not paid when due, interest will be added to and payable on all overdue amounts at 2 percent per year, or the maximum percentage allowed under applicable Oregon laws, whichever is less. PPG Property Management, LLC shall pay all costs of collection, including without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if PPG Property Management, LLC fails to pay for the Services when due, PW Bookkeeping has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies. Time and/or labor will be billed at a rate of $30 per hour for any services provided via remote connection or telecommute, and $35 per hour for services provided at PPG Property Management, LLC’s location or a location chosen or other required by or on behalf of PPG Property Management, LLC. Other costs charges or fees paid by PW Bookkeeping on behalf or for the direct benefit of PPG Property Management, LLC that is not reasonably considered normal overhead costs of PW Bookkeeping will be billable to PPG Property Management, LLC. Whenever possible, PW Bookkeeping will obtain prior approval from PPG Property Management prior to accruing any additional charges on their behalf. 3. TERM. This Contract An email notice by one party will suffice. will terminate at any time either party wishes to provide the other with written notice of intent to terminate. All monies owed must be paid in full at the time this contract is scheduled or expected to expire. 4. CONFIDENTIALITY. PW Bookkeeping, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of PW Bookkeeping, or divulge, disclose, or communicate in any manner, any information that is proprietary to PPG Property Management, LLC. PW Bookkeeping and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Any oral or written waiver by PPG Property Management, LLC of these confidentiality obligations which allows PW Bookkeeping to disclose PPG Property Management, LLC's confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences. Upon termination of this Contract, PW Bookkeeping will return to PPG Property Management, LLC all records, notes, documentation and other items that were used, created, or controlled by PW Bookkeeping during the term of this Contract. Destruction of non original documents will be acceptable provided PPG Property Management, LLC has not expressed either verbal or in writing to PW Bookkeeping a reason destroying non original documents would be Page 2 of 5
- 10. detrimental to themselves, or other relevant parties. 5. WARRANTY. PW Bookkeeping shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in PW Bookkeeping's community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to PW Bookkeeping on similar projects. 6. DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract: a. The failure to make a required payment when due. b. The insolvency or bankruptcy of either party. c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency. d. The failure to make available or deliver the Services in the time and manner provided for in this Contract. 7. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have Seven days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract. 8. FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable Page 3 of 5
- 11. efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates. 9. ARBITRATION. Any controversies or disputes arising out of or relating to this Contract shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Contract. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Contract or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any Oregon court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Contract. 10. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties. 11. SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. 12. AMENDMENT. This Contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment. Page 4 of 5
- 12. 13. GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of Oregon. 14. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the otherin writing. 15. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract. 16. ASSIGNMENT. Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. Service Recipient: Company By: Print Name Title Service Provider: PW Bookkeeping By: Patricia Williams Owner Page 5 of 5