Big Rig Bookkeeping Services Agreement
This Bookkeeping Services Agreement (this “Agreement”), dated as of __________, 2025 (the “Effective Date”), is by and between Big Rig Bookkeeping LLC, a Georgia limited liability company, with offices located at 130 Battery Circle Savannah, GA 31410 (“Service Provider”) and , Independent Contractor with offices located at (“Client” and together with Service Provider, the “Parties”, and each a “Party”).
WHEREAS, Service Provider has the capability and capacity to provide certain bookkeeping services; and
WHEREAS, Client desires to retain Service Provider to provide the said services, and Service Provider is willing to perform such services under the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Service Provider and Client agree as follows:
1. Services. Service Provider shall provide to Client the services (the “Services”) set out in one or more statements of work to be issued by Service Provider (each, a “Statement of Work”). The initial accepted Statement of Work is attached hereto as Exhibit A. Additional Statements of Work shall be deemed issued and accepted only if signed by the Service Provider Contract Manager and the Client Contract Manager, appointed pursuant to Section 2 and Section 3.1, respectively.
2. Service Provider Obligations. Service Provider shall:
Designate employees or contractors that it determines, in its sole discretion, to be a primary contact to act as its authorized representative with respect to all matters pertaining to this Agreement (the “Service Provider Contract Manager”).
3. Client Obligations. Client shall:
3.1 Designate one of its employees to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the “Client Contract Manager”), with such designation to remain in force unless and until a successor Client Contract Manager is appointed.
3.2 Require that the Client Contract Manager respond promptly to any reasonable requests from Service Provider for instructions, information, or approvals required by Service Provider to provide the Services.
3.3 Submit all required documentation and relevant Financial Records on a weekly basis. “Financial Records” include, but are not limited to, settlement statements and receipts for business-related expenses such as meals and maintenance.
3.4 Ensure the Financial Records provided by Client to Service Provider are accurate and complete.
3.5 Cooperate with Service Provider in its performance of the Services as required to enable Service Provider to provide the Services.
3.6 On a monthly basis, reconcile Client’s business bank account statements against the financial statements provided by Service Provider and immediately communicate to Service Provider Contract Manager any discrepancies between the business bank account statements and the financial statements provided by Service Provider.
3.7 Take all steps necessary, including obtaining any required consents, to prevent Client-caused delays in Service Provider’s provision of the Services.
3.8 In the event of a dispute, submit written notice of such dispute to Service Provider Contract Manager.
4. Fees and Expenses.
4.1 In consideration of the provision of the Services by the Service Provider and the rights granted to Client under this Agreement, Client shall pay the fees set out in Service Provider’s then current fee schedule, as published in the Statement of Work. Payment to Service Provider of such fees and the reimbursement of expenses pursuant to this Section 4 shall constitute payment in full for the performance of the Services. Unless otherwise provided in the applicable Statement of Work, said fee will be automatically deducted from Client’s weekly driver settlement, regardless of the financial status of such weekly settlement. No refunds or reductions will be applied due to negative weekly statements unless otherwise agreed in writing by Service Provider.
4.2 Client shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder; and to the extent Service Provider is required to pay any such sales, use, excise, or other taxes or other duties or charges, Client shall reimburse Service Provider in connection with its payment of fees and expenses as set forth in this Section 4. Notwithstanding the previous sentence, in no event shall Client pay or be responsible for any taxes imposed on, or with respect to, Service Provider’s income, revenues, gross receipts, personnel, or real or personal property, or other assets.
5. Limited Warranty and Limitation of Liability.
5.1 Service Provider warrants that it shall perform the Services:
(a) In accordance with the terms and subject to the conditions set out in the respective Statement of Work and this Agreement.
(b) Using personnel of commercially reasonable skill, experience, and qualifications.
(c) In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
5.2 Service Provider’s sole and exclusive liability and Client’s sole and exclusive remedy for breach of this warranty shall be as follows:
(a) Service Provider shall use reasonable commercial efforts to promptly cure any such breach; provided, that if Service Provider cannot cure such breach within a reasonable time (but no more than 60 days) after Client’s written notice of such breach, Client may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 7.3.
(b) In the event the Agreement is terminated pursuant to Section 5.2(a) above, Service Provider shall within 30 days after the effective date of termination, refund to Client any fees paid by the Client as of the date of termination for the Services, less a deduction equal to the fees for receipt or use of such Services up to and including the date of termination on a pro-rated basis.
(c) The foregoing remedy shall not be available unless Client provides written notice of such breach within 30 days after delivery of such Services to Client.
5.3 SERVICE PROVIDER MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 5.1, ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.
6. Confidentiality. From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and within 15 days thereafter, is summarized in writing and confirmed as confidential (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 6; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would use to protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The obligations of the Parties set forth in this Section 6 shall survive the termination of this Agreement.
If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of this Section 6 and Section 7.4 only, Receiving Party’s Group shall mean the Receiving Party’s employees, officers, attorneys, accountants, and financial advisors.
7. Term, Termination, and Survival.
7.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until terminated pursuant to this Section 7. Client acknowledges and agrees that if Client engages Service Provider for the service plan “Enhanced Catch-Up Bookkeeping + Tax Support” (as defined in the Statement of Work), upon the termination of this Agreement prior to the completion and delivery of the year-end tax return, Client will not receive any tax preparation services included in the applicable Services package. Additionally, no refunds, full or partial, will be issued for any unused portion of the tax preparation services upon termination of this Agreement.
7.2 Either party may terminate this Agreement, effective upon 30-day written notice to the other Party. Service Provider, at its sole discretion, retains the right to waive the 30-day written notice requirement.
7.3 Service Provider may terminate this Agreement, effective upon written notice to Client, if Client:
(a) Breaches this Agreement, and Client does not cure such breach within 30 days after receipt of written notice of such breach, or such breach is incapable of cure.
(b) Becomes insolvent or admits its inability to pay its debts generally as they become due.
(c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within 7 days or is not dismissed or vacated within 45 days after filing.
(d) Is dissolved or liquidated or takes any corporate action for such purpose.
(e) Makes a general assignment for the benefit of creditors.
(f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
(g) Is terminated by Client’s employer or Client voluntary leaves its employer without providing 30-day written notice to Service Provider. In the event this Agreement is terminated by Service Provider as contemplated by this Section 7.3(g), Service Provider, at its sole discretion, may impose a final fee equivalent to four (4) weeks of service in order for Service Provider to complete Services outstanding on behalf of Client.
7.4 Notwithstanding anything to the contrary in Section 7.3(a), Service Provider may terminate this Agreement before the expiration date of the Term on written notice if Client fails to pay any amount when due hereunder: (a) and such failure continues for 30 days after Client’s receipt of written notice of nonpayment; or (b) more than one time in any three month period.
8. Limitation of Liability.
IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. Any claim, demand, or cause of action arising out of or relating to this Agreement (including but not limited to claims for breach of contract or tort) must be commenced within one (1) year after the date the claim accrues. The parties expressly waive any longer statute of limitations that might otherwise apply under applicable law.
8.1 IN NO EVENT SHALL SERVICE PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED ONE TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER IN THE ONE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9. Entire Agreement. This Agreement, including and together with any related Statements of Work, exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Statement of Work, the terms and conditions of this Agreement shall supersede and control.
10. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”, and with the correlative meaning “Notify”) must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section 10.
Notice to Service Provider:
130 Battery Circle Savannah, GA 31410
Attention: Masun Womble
11. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
12. Amendments. No amendment to, modification or termination of this Agreement is effective unless it is in writing, identified as an amendment to, modification or termination of this Agreement and signed by each Party.
13. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
14. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.
15. Relationship of the Parties. The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Services by Service Provider shall be under its own control, Client being interested only in the results thereof. The Service Provider shall be solely responsible for supervising, controlling and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give the Client the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. The Services must meet the Client’s final approval and shall be subject to the Client’s general right of inspection throughout the performance of the Services and to secure satisfactory final completion. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
16. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
17. Choice of Law. This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Georgia, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Georgia.
18. Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the US District Court for the Southern District of Georgia or, if such court does not have subject matter jurisdiction, the courts of the State of Georgia sitting in Chatham County, Georgia, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the US District Court for the Southern District of Georgia or, if such court does not have subject matter jurisdiction, the courts of the State of Georgia sitting in Chatham County, Georgia. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
19. Collection Expenses and Attorney’s Fees. To the extent permitted by law, Client agrees to pay all reasonable expenses of collection, enforcement or protection of Service Provider’s rights and remedies under this Agreement or any other agreement executed in conjunction with this Agreement. Expenses include, but are not limited to, attorney’s fees, court costs and other legal expenses. These fees, costs and expenses are payable on demand. In addition, to the extent permitted by the United States Bankruptcy Code, Client agrees to pay the reasonable attorney’s fees incurred by Service Provider to protect Service Provider’s rights and interest in connection with any bankruptcy proceedings initiated by or against Client.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date by their respective duly authorized officers.
Exhibit A
Statement of Work
I. SCOPE OF SERVICES
· Service Provider agrees to provide the following services:
Weekly data entry based on the client’s settlement and other line items as communicated by Client (including but not limited to meals, maintenance items, etc.);
Monthly preparation of financial statements, including
A Balance Sheet, and
A Profit & Loss Statement.
Electronic receipt filing as provided by the client
All financial documents will reflect the Client’s business activity as accurately as possible based on provided data.
II. SERVICE PACKAGE, FEES, AND PAYMENT TERMS
· The Client agrees to the below selected service:
Standard Weekly Bookkeeping
Rate: $50/week
Beginning Date: ___________
Includes:
Weekly bookkeeping and transaction categorization
Monthly Profit & Loss (P&L) Statement
Monthly Balance Sheet
Electronic receipt filing as provided by the client
Email support for routine bookkeeping questions