These terms are subject to change. Changes apply prospectively to transactions and contractual arrangements entered into following the effective date of such changes.
Last Updated: December 18, 2024
The parties acknowledge and agree that each party shall bear and be responsible for, as required under applicable law, identifying and paying all taxes and other governmental fees and charges (including any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions pursuant to this Agreement.
“Indirect Taxes” means any applicable sales, use, value-added, goods and services, consumption, telecommunications, documentary, or other similar taxes, duties, levies, fees, or excises, imposed by any federal, state, foreign, provincial or local governmental taxing authority with respect to the transactions and payments under this Agreement.
Fees payable under the Agreement as set forth in each SOW or PO are exclusive of any Indirect Taxes. If you are legally obligated to collect applicable Indirect Taxes imposed on the fees, such Indirect Taxes will be calculated by you based on the taxable fees payable for the relevant period (by location, if applicable), and separately stated on a valid, accurate and complete invoice for that period which meets applicable taxing authority invoicing requirements. We will pay the correct and undisputed invoice unless we provide you with a tax exemption certificate or any other additional documentation that satisfies the requirements to establish that the otherwise applicable Indirect Taxes are not required to be charged. We will not be responsible for any Indirect Taxes that you fail to specify on the applicable original invoice, or any other taxes, assessments, duties, permits, tariffs, fees, or other charges of any kind.
Throughout the term of this Agreement, we may be obligated under applicable law to report certain information to tax or revenue authorities (“Tax Information”) and/or to you with respect to amounts payable under this Agreement. Prior to payment, you will provide us with the necessary tax forms, tax identification details, and other tax documentation (e.g., IRS Forms W-8 or W-9 for any United States tax reporting) to complete any applicable Tax Information reporting and recertify such documentation from time to time, as may be required by applicable law. You acknowledge and agree that we will report to the applicable tax or revenue authorities the required Tax Information (including the total amount of payments paid to you during a relevant reporting period). You are solely responsible for ensuring that the information contained in your tax forms, identification details, and documentation provided to us is current, complete, and accurate.
If applicable, we will be entitled to deduct from any payments to you the amount of any withholding taxes with respect to amounts payable, or any taxes in each case required to be withheld by us to the extent that we pay to the appropriate governmental taxing authority on behalf of you such taxes. Any amounts so withheld will be treated as having been paid for all purposes of this Agreement. Upon presentation to us by you of appropriate and timely tax forms and documentation claiming the benefits of an applicable income tax treaty to amounts payable, we agree to reduce or eliminate withholding in accordance with such treaty claim. If we eliminate or reduce withholding tax in accordance with a treaty claim by you and a relevant governmental taxing authority determines a higher withholding tax amount should have been paid than what was withheld by us, you agree to indemnify us for the full amount of such underwithholding as well as any related penalties and interest.
These terms are subject to change. Changes apply prospectively to transactions and contractual arrangements entered into following the effective date of such changes.
Last Updated: December 18, 2024
The parties acknowledge and agree that each party shall bear and be responsible for, as required under applicable law, identifying and paying all taxes and other governmental fees and charges (including any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions pursuant to this Agreement.
“Indirect Taxes” means any applicable sales, use, value-added, goods and services, consumption, telecommunications, documentary, or other similar taxes, duties, levies, fees, or excises, imposed by any federal, state, foreign, provincial or local governmental taxing authority with respect to the transactions and payments under this Agreement.
Fees payable under the Agreement as set forth in each SOW or PO are exclusive of any Indirect Taxes. If you are legally obligated to collect applicable Indirect Taxes imposed on the fees, such Indirect Taxes will be calculated by you based on the taxable fees payable for the relevant period (by location, if applicable), and separately stated on a valid, accurate and complete invoice for that period which meets applicable taxing authority invoicing requirements. We will pay the correct and undisputed invoice unless we provide you with a tax exemption certificate or any other additional documentation that satisfies the requirements to establish that the otherwise applicable Indirect Taxes are not required to be charged. We will not be responsible for any Indirect Taxes that you fail to specify on the applicable original invoice, or any other taxes, assessments, duties, permits, tariffs, fees, or other charges of any kind.
Throughout the term of this Agreement, we may be obligated under applicable law to report certain information to tax or revenue authorities (“Tax Information”) and/or to you with respect to amounts payable under this Agreement. Prior to payment, you will provide us with the necessary tax forms, tax identification details, and other tax documentation (e.g., IRS Forms W-8 or W-9 for any United States tax reporting) to complete any applicable Tax Information reporting and recertify such documentation from time to time, as may be required by applicable law. You acknowledge and agree that we will report to the applicable tax or revenue authorities the required Tax Information (including the total amount of payments paid to you during a relevant reporting period). You are solely responsible for ensuring that the information contained in your tax forms, identification details, and documentation provided to us is current, complete, and accurate.
If applicable, we will be entitled to deduct from any payments to you the amount of any withholding taxes with respect to amounts payable, or any taxes in each case required to be withheld by us to the extent that we pay to the appropriate governmental taxing authority on behalf of you such taxes. Any amounts so withheld will be treated as having been paid for all purposes of this Agreement. Upon presentation to us by you of appropriate and timely tax forms and documentation claiming the benefits of an applicable income tax treaty to amounts payable, we agree to reduce or eliminate withholding in accordance with such treaty claim. If we eliminate or reduce withholding tax in accordance with a treaty claim by you and a relevant governmental taxing authority determines a higher withholding tax amount should have been paid than what was withheld by us, you agree to indemnify us for the full amount of such underwithholding as well as any related penalties and interest.