Payroll and Tax Services Agreement

This Payroll and Tax Services Agreement ("Agreement") is made and entered into as of by and between Pumpkin Tax Company, with a principal place of business at 12234 Queenston Blvd suite 200, Houston, Texas, 77095 ("Company"), and

Recital

WHEREAS, Company desires to provide certain payroll and tax services to Client, and Client desires to engage Company for such services.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the parties agree as follows:

1. Services

Company agrees to provide Client with the following payroll and tax services (the "Services"):

• Payroll Processing: Calculate and process payroll including gross wages, withholdings, employer payroll taxes, accrued PTO, and paychecks or direct deposits.
• Tax Filing and Reporting: File required federal, state, and local payroll tax returns including Forms 941, 940, W-2, and applicable local returns.
• Tax Payment: Make timely electronic deposits of withheld and employer payroll taxes.
• Tax Compliance Assistance: Provide ongoing guidance on payroll tax compliance matters.

2. Client Responsibilities

• Provide accurate and timely employee payroll information.
• Notify Company of changes to employee information promptly.
• Provide all necessary tax documents and forms.
• Respond promptly to questions or requests from Company.
• Pay Company's fees in accordance with Section 3.

3. Fees and Payment

• Fee Structure: Fees are determined based on Client needs and outlined in a mutually agreed Service Order.
• Estimates: Company may provide estimates for additional services outside the Service Order scope.
• Payment Terms: Fees are due within 5 days of invoice date. Late payments may incur a 10% monthly late fee.

4. Term and Termination

• This Agreement will commence on Start Date: and continue for one (1) year unless earlier terminated.
• Auto-Renewal: Renews for successive one-year terms unless either party provides written notice at least three (3) months prior to expiration.
• Termination for Cause: Either party may terminate for material breach, insolvency, or failure to cure within 30 days of notice.

5. Confidentiality

Company agrees to hold all Client information confidential and will not disclose such information except as required by law, including employee data, payroll information, and tax documents.

6. Independent Contractor

Company is acting as an independent contractor and is not an employee, agent, or partner of Client.

7. Limitation of Liability

Company's liability is limited to fees paid by Client in the twelve (12) months preceding the claim. Client acknowledges Company is not a tax advisor.

8. Data Security

Company will maintain commercially reasonable safeguards to protect Client data and notify Client promptly of any data breach affecting Client's data.

9. Software and Access

• Client agrees to grant Company access to designated payroll software and login credentials.
• Company will not share Client credentials with unauthorized third parties.
• Client is responsible for maintaining security of its own software accounts.

10–16. General Provisions

This Agreement constitutes the entire agreement, is governed by Texas law, and may be amended only in writing signed by both parties. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Client: