Tax matters clause: Copy, customize, and use instantly

Introduction

A tax matters clause outlines the responsibilities of the parties regarding taxes associated with the agreement. It typically specifies who is responsible for paying taxes, the obligations for withholding taxes, and the handling of any tax audits or claims. It ensures that both parties understand their tax-related obligations to avoid misunderstandings or disputes regarding tax liabilities.

Below are templates for tax matters clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.

Standard tax matters clause

This is a basic tax matters clause that applies to general tax responsibilities.

The [Party] shall be responsible for all taxes, duties, and levies arising from its activities under this Agreement. The [Party] agrees to pay all applicable taxes, including but not limited to income, sales, and use taxes, and shall indemnify the other party for any taxes, penalties, or interest incurred due to its failure to comply with tax obligations.

Tax withholding clause

This variation specifies the party responsible for withholding taxes on payments.

The [Party] agrees to withhold any taxes required by applicable law on any payments made under this Agreement. Such taxes shall be deducted from the payment amount, and the withholding party shall remit the withheld amounts to the relevant tax authorities. The [Party] shall provide the other party with appropriate documentation of the withheld taxes.

Tax indemnity clause

This clause protects one party from tax liabilities incurred by the other party.

The [Party] agrees to indemnify and hold harmless the other party from any and all taxes, penalties, interest, and liabilities arising from the [Party]’s failure to comply with tax laws. This indemnification shall apply to all taxes due as a result of the execution or performance of this Agreement, whether such taxes are assessed before or after the termination of this Agreement.

Tax reporting clause

This clause outlines the reporting obligations of each party with regard to taxes.

The [Party] shall be responsible for preparing and filing any tax returns, forms, or reports required by applicable tax laws related to the performance of this Agreement. The [Party] shall cooperate with the other party in providing any information necessary to fulfill reporting obligations, including but not limited to information on payments, withholding, and tax liabilities.

Tax audit clause

This clause addresses the responsibility for handling tax audits.

In the event of a tax audit or investigation related to the Agreement, the [Party] agrees to promptly notify the other party of the audit and provide assistance as required. The [Party] shall bear all costs and responsibilities associated with its own taxes, while the [Party] shall cooperate in any reasonable manner to address any tax audit related to the Agreement.

Sales tax clause

This variation focuses specifically on sales tax.

The [Party] shall be responsible for any sales or value-added taxes (VAT) applicable to the products or services provided under this Agreement. If the transaction is subject to sales tax, the [Party] shall either collect the tax from the buyer or pay the tax to the relevant tax authorities, as applicable under local law.

Tax gross-up clause

This clause ensures that the payment amount covers taxes.

If any payments made under this Agreement are subject to withholding tax or other similar taxes, the [Party] agrees to gross-up the payment amount so that the [other party] receives the full amount owed under this Agreement after deduction of any taxes. The grossed-up amount shall be determined based on the applicable tax rate.

Tax jurisdiction clause

This clause specifies the jurisdiction that governs the taxes related to the agreement.

The parties agree that the taxes applicable to this Agreement shall be governed by the tax laws of the jurisdiction of [State/Country], and the parties shall comply with all tax reporting, payment, and filing requirements under such jurisdiction’s laws.

Tax exemption clause

This clause addresses any tax exemptions that may apply.

The [Party] shall provide the necessary documentation to substantiate any tax exemptions or reductions to which it may be entitled under applicable tax laws. If the [Party] qualifies for any exemption from taxes or reduced tax rates, it shall promptly inform the other party and provide proof of such exemption.

VAT and GST clause

This clause is specifically for Value Added Tax (VAT) or Goods and Services Tax (GST).

Any amounts payable under this Agreement are exclusive of VAT/GST or other similar taxes, and if VAT/GST is applicable, the [Party] agrees to pay the applicable VAT/GST in addition to the agreed payment amount. The [Party] shall issue the necessary tax invoices for any VAT/GST payable and ensure compliance with applicable VAT/GST laws.

Tax dispute resolution clause

This clause establishes a process for resolving tax disputes.

If any tax-related dispute arises between the parties, the parties agree to resolve the matter through negotiation or, if necessary, through binding arbitration. The party initiating the dispute shall bear the costs associated with arbitration unless otherwise agreed upon. Both parties agree to cooperate and share relevant tax information to facilitate dispute resolution.

Tax treatment of services clause

This variation specifies the tax treatment of services provided under the agreement.

The [Party] agrees to pay all taxes, including but not limited to sales tax, VAT, or service tax, that apply to the services provided under this Agreement. The [Party] shall be responsible for ensuring that the appropriate taxes are applied to the services rendered and shall remit any taxes due to the appropriate authorities.

Income tax clause

This clause specifies the party's responsibility for income taxes.

The [Party] shall be responsible for its own income tax liabilities arising from the payments made under this Agreement. The [Party] agrees to report and pay any income taxes due based on the payments it receives under this Agreement, in compliance with applicable tax laws.

Tax credits clause

This clause specifies the handling of any tax credits that may arise.

If any tax credits, deductions, or rebates are available as a result of payments made under this Agreement, the [Party] agrees to promptly inform the other party and apply such credits to reduce any tax liabilities under this Agreement. Any tax credits or deductions shall be handled in accordance with applicable tax laws.

Transfer pricing clause

This clause applies to transfer pricing in cross-border transactions.

If the parties are based in different tax jurisdictions, they agree to ensure that the terms of this Agreement comply with the applicable transfer pricing rules. Both parties agree to document and report the pricing arrangements between them as required by local and international tax laws to avoid tax disputes.

Tax compliance clause

This clause specifies the need for both parties to comply with tax laws.

Both parties agree to comply with all applicable tax laws and regulations, including tax reporting and withholding obligations. In the event that one party fails to comply with tax laws resulting in penalties or interest, the non-complying party shall bear responsibility for such costs.

Customs duties clause

This variation addresses customs duties for international transactions.

The [Party] shall be responsible for all customs duties, import taxes, or other charges levied by governmental authorities in connection with the importation of goods under this Agreement. The [Party] agrees to bear the cost of such duties and taxes and shall ensure that all necessary paperwork is completed to comply with customs laws.

Excise tax clause

This clause addresses excise taxes that may be applicable.

The [Party] agrees to pay any excise taxes, duties, or similar charges levied in connection with the production, distribution, or sale of goods or services under this Agreement. The [Party] shall ensure compliance with all excise tax regulations and shall provide proof of tax payments to the other party upon request.

Withholding tax certificate clause

This clause requires the provision of withholding tax certificates.

The [Party] agrees to provide the other party with all necessary documentation, including withholding tax certificates, to substantiate any tax withholdings made under this Agreement. The [Party] shall ensure that such certificates are provided within a reasonable time frame after each payment is made.

Tax audit clause

This variation ensures that the parties cooperate in case of a tax audit.

The parties agree to fully cooperate in the event of any tax audits related to the activities under this Agreement. Each party shall provide the necessary documentation and support to the other party to facilitate the audit process and ensure compliance with applicable tax laws.

Tax matters clause with tax filings responsibility

This clause outlines the responsibility for filing tax returns.

The [Party] shall be responsible for filing all required tax returns and reports in relation to the payments made under this Agreement, in compliance with applicable tax laws. The [Party] agrees to bear the cost of preparing and filing such returns and to provide the other party with copies of all filings upon request.

Tax matters clause with tax audits and adjustments

This clause specifies the handling of tax audits and any necessary adjustments.

In the event of a tax audit or review of the Agreement, the [Party] agrees to cooperate fully with the other party and the relevant tax authorities. If any adjustments to the taxes owed are required as a result of the audit, the responsible party shall bear the costs of the adjustment, including any penalties or interest incurred.

Tax matters clause with tax dispute indemnification

This clause provides for indemnification in the event of tax disputes.

The [Party] agrees to indemnify and hold harmless the other party from any tax liabilities, penalties, or interest resulting from a tax dispute or audit relating to the performance of this Agreement. The indemnifying party shall assume all responsibility for the payment of any tax obligations determined by the tax authorities.

Tax matters clause with tax filing deadlines

This clause outlines the deadlines for tax filings related to the Agreement.

The [Party] agrees to comply with all applicable tax filing deadlines related to the performance of this Agreement. In the event that a filing deadline is missed, the [Party] agrees to bear all penalties, interest, or additional charges arising from such failure to file.

Tax matters clause with tax responsibility for cross-border transactions

This variation addresses cross-border tax obligations.

In the case of cross-border transactions under this Agreement, the [Party] agrees to comply with all tax obligations imposed by the relevant jurisdictions, including withholding taxes, VAT/GST, or any other applicable taxes. Each party shall bear the cost of taxes in its respective jurisdiction, and shall promptly remit any required payments to tax authorities.

Tax matters clause with specific tax treatment of payments

This clause defines the tax treatment of specific payments.

Payments made under this Agreement are subject to the following tax treatment: [Party] shall pay any applicable withholding taxes or sales taxes on the amounts paid to the other party. The parties agree to consult with tax advisors to determine the appropriate tax treatment for each payment under this Agreement.

Tax matters clause with tax relief for exempt parties

This clause applies tax relief to exempt parties.

If either party is exempt from certain taxes under applicable laws, they agree to provide the necessary documentation to prove their exemption. The exempt party shall not be liable for taxes that would otherwise apply, but shall remain responsible for any taxes arising from activities outside the scope of the exemption.

Tax matters clause with change in tax laws provision

This clause ensures the agreement is updated in case of changes in tax laws.

If there are any changes to tax laws or regulations that impact the performance of this Agreement, the parties agree to promptly amend the Agreement to reflect such changes. Each party shall be responsible for any taxes arising from changes in tax law after the execution of this Agreement.

Tax matters clause with tax collection responsibility

This variation places responsibility for tax collection on one party.

The [Party] shall be responsible for collecting and remitting all taxes due under this Agreement, including sales tax, VAT, and any other applicable tax. The [Party] agrees to provide receipts or proof of payment to the other party for all taxes collected.

Tax matters clause with responsibility for tax withholding on royalties

This clause addresses withholding taxes on royalties.

In the event that any royalties are payable under this Agreement, the [Party] agrees to withhold and remit any applicable withholding taxes on the royalties to the relevant tax authorities. The [Party] shall provide the other party with proof of such withholding and payment upon request.

Tax matters clause with taxation on interest income

This clause addresses tax on interest income.

Any interest income received under this Agreement shall be subject to taxation in accordance with applicable laws. The [Party] agrees to pay all taxes related to interest income, and to provide the other party with documentation of the taxes paid on interest earned under this Agreement.

Tax matters clause with VAT/GST reimbursement

This clause allows for reimbursement of VAT/GST paid by one party.

If any VAT or GST is paid by the [Party] in connection with this Agreement, the [Party] agrees to reimburse the other party for any VAT/GST that the other party is entitled to reclaim from tax authorities. The [Party] shall provide the necessary documentation to support the reimbursement request.

Tax matters clause with taxes on gains from sales of assets

This variation addresses taxes on gains from asset sales.

Any gains from the sale of assets under this Agreement shall be subject to applicable capital gains tax laws. The [Party] agrees to pay all taxes related to any sale of assets and to indemnify the other party against any tax liabilities arising from such sales.

Tax matters clause with withholding tax on payments to foreign entities

This clause applies to foreign entities and withholding tax obligations.

If any payments are made to foreign entities under this Agreement, the [Party] shall be responsible for withholding the applicable withholding taxes and remitting them to the appropriate tax authorities. The [Party] agrees to provide the foreign entity with documentation of the withheld taxes.

Tax matters clause with tax gross-up provision

This clause requires tax gross-up in case of withholding taxes.

If any payments under this Agreement are subject to withholding taxes, the [Party] agrees to gross-up the payment to ensure that the recipient receives the full amount owed after taxes have been deducted. The grossed-up amount shall be determined by applying the appropriate withholding tax rate.

Tax matters clause with tax consequences for early termination

This clause addresses the tax consequences of early termination.

In the event of early termination of this Agreement, the [Party] agrees to bear any tax consequences resulting from such termination, including any penalties or interest on early termination fees. The parties agree to cooperate to minimize any tax liabilities arising from termination.

Tax matters clause with duty to provide tax information

This variation requires the parties to provide necessary tax information.

Each party agrees to provide the other with all necessary tax information and documentation, including tax identification numbers and proof of tax payments, to ensure compliance with applicable tax laws in connection with the performance of this Agreement.

Tax matters clause with tax treatment of contractual penalties

This clause addresses the tax treatment of penalties.

Any penalties imposed under this Agreement shall be subject to applicable tax laws. The [Party] agrees to pay any taxes due on penalties or late fees, and to provide the other party with proof of tax payment for penalties imposed under this Agreement.

Tax matters clause with tax allocation responsibility

This clause addresses how taxes are allocated between the parties.

The parties agree that each party shall bear its own tax obligations arising from this Agreement, unless otherwise specified. In the event of any taxes that are jointly owed, the parties shall allocate the taxes based on the agreed-upon proportion of benefits received under the Agreement.

Tax matters clause with tax filings and payments responsibility

This clause outlines the responsibility for tax filings and payments.

The [Party] shall be responsible for all necessary filings, payments, and tax obligations arising from this Agreement, including any local, state, or federal taxes. The [Party] agrees to promptly pay all taxes, file any required tax returns, and provide the other party with any documentation of such filings.

Tax matters clause with liability for tax penalties

This clause addresses liability for tax penalties.

The [Party] agrees to indemnify and hold harmless the other party from any penalties, interest, or other liabilities resulting from the failure to comply with applicable tax laws arising out of the performance of this Agreement. The [Party] shall bear responsibility for ensuring timely payment of taxes due.

Tax matters clause with cross-border taxation

This clause addresses tax obligations for cross-border transactions.

In the case of cross-border transactions under this Agreement, the [Party] shall comply with all applicable tax laws of both the home jurisdiction and the foreign jurisdiction, including withholding taxes, customs duties, and VAT. Each party shall be responsible for taxes owed in its respective jurisdiction and will cooperate in fulfilling tax obligations.

Tax matters clause with tax responsibility for royalties

This clause specifically covers the tax responsibilities for royalty payments.

Any royalties paid under this Agreement shall be subject to applicable withholding taxes. The [Party] responsible for paying the royalties agrees to withhold any required taxes and remit them to the appropriate tax authorities. The [Party] will provide documentation of the tax payments to the other party.

Tax matters clause with tax treatment of contract termination

This clause addresses the tax treatment when the agreement is terminated early.

In the event of early termination of this Agreement, both parties agree to cooperate in managing any tax implications, including any penalties or tax liabilities arising from the termination. Each party shall bear its own tax obligations resulting from such termination, unless otherwise agreed.

Tax matters clause with tax adjustments for changes in tax law

This clause provides for tax adjustments if tax laws change.

If there is any change in applicable tax laws or regulations that impacts the parties' obligations under this Agreement, the parties agree to negotiate in good faith to adjust the terms of the Agreement to account for the impact of such changes, including adjustments to the payment amounts, tax liabilities, or other related matters.

Tax matters clause with tax deductions for business expenses

This clause specifies tax deductions related to business expenses.

The [Party] shall be entitled to claim any deductions for business expenses in accordance with applicable tax laws. Any tax deductions or credits that arise from the performance of this Agreement shall be claimed by the [Party] and shall not impact the other party’s tax obligations.

Tax matters clause with tax reporting obligations for foreign entities

This clause outlines the tax reporting obligations for foreign entities.

In the case that the [Party] is a foreign entity receiving payments under this Agreement, the [Party] agrees to provide the necessary tax documentation and reporting required by the relevant authorities, including tax identification numbers, withholding tax certificates, or other documents required for the proper tax reporting.

Tax matters clause with withholding tax responsibility for services

This variation specifies withholding tax on services.

The [Party] responsible for making payments for services under this Agreement agrees to withhold any applicable withholding taxes from the payments made to the other party. The withheld taxes will be remitted to the appropriate tax authorities, and the withholding party will provide the other party with documentation of such remittances.

Tax matters clause with tax gross-up on payments to foreign parties

This clause ensures a tax gross-up for payments to foreign parties.

If any payments made under this Agreement are subject to withholding taxes, the [Party] agrees to gross-up the payment to cover the withholding taxes, ensuring that the [other party] receives the full amount owed. The grossed-up amount shall be calculated based on the applicable withholding tax rate.

Tax matters clause with value-added tax (VAT) responsibility

This clause ensures that VAT is handled properly under the Agreement.

The [Party] shall be responsible for the payment of any applicable value-added tax (VAT) arising from the goods or services provided under this Agreement. Any VAT payable shall be added to the invoice amount, and the [Party] agrees to remit the VAT to the appropriate tax authorities.

Tax matters clause with tax treatment of deferred payments

This clause addresses the tax treatment of deferred payments.

The [Party] agrees to treat any deferred payments under this Agreement as taxable income in the year they are received. Both parties shall comply with applicable tax laws regarding the timing and reporting of such payments for tax purposes.

Tax matters clause with tax compliance for multiple jurisdictions

This clause ensures tax compliance across multiple jurisdictions.

The parties agree to comply with the tax laws of all relevant jurisdictions, including local, state, and federal taxes, where applicable. Both parties shall ensure that they fulfill their respective tax obligations under all applicable laws and regulations related to this Agreement, including withholding taxes, reporting obligations, and other duties.

Tax matters clause with self-employed tax responsibilities

This clause clarifies the tax responsibilities for self-employed individuals.

If the [Party] is self-employed or an independent contractor, it shall be solely responsible for its own taxes, including income taxes, self-employment taxes, and any other tax obligations arising from the compensation received under this Agreement. The [Party] agrees to indemnify the other party for any tax liabilities related to self-employment status.

Tax matters clause with duties and taxes on imported goods

This variation addresses customs duties and taxes on imported goods.

The [Party] shall be responsible for any customs duties, import taxes, or related charges that arise from the importation of goods under this Agreement. The [Party] agrees to comply with all applicable import laws and shall ensure payment of any duties or taxes required by the relevant authorities.

Tax matters clause with sales tax exemption certificate requirement

This clause addresses sales tax exemptions and required certificates.

The [Party] agrees to provide the necessary sales tax exemption certificate if applicable, in order to exempt any payments made under this Agreement from sales tax. If no certificate is provided, the [Party] shall be responsible for paying the sales tax on the transaction.

Tax matters clause with responsibility for all local taxes

This clause ensures that the parties are responsible for local taxes.

The [Party] shall be responsible for paying any local taxes, duties, or charges imposed by any local jurisdiction in relation to the execution of this Agreement. Each party agrees to comply with all local tax laws and regulations applicable to its activities under this Agreement.

Tax matters clause with tax treatment of dividends

This variation addresses tax treatment of dividend payments.

Any dividends paid under this Agreement shall be subject to applicable tax laws. The [Party] agrees to comply with any withholding tax obligations and ensure that the recipient of the dividends receives the appropriate amount after the tax withholding is deducted.

Tax matters clause with responsibility for tax audits

This clause ensures that the parties cooperate during tax audits.

The parties agree to cooperate fully in the event of any tax audits related to the activities performed under this Agreement. The [Party] responsible for any tax liabilities shall bear the costs of the audit, while the other party will provide any necessary documentation to facilitate the audit process.

Tax matters clause with tax consequences for non-compliance

This clause outlines the tax consequences for non-compliance with tax laws.

In the event that either party fails to comply with applicable tax laws related to this Agreement, the non-compliant party shall bear all costs, penalties, and interest resulting from such failure, including any tax liabilities incurred by the other party due to the non-compliance.

Tax matters clause with tax implications of termination

This clause addresses the tax implications of terminating the Agreement.

Upon termination of this Agreement, the parties agree to cooperate in resolving any tax liabilities arising from the termination. Any final payments or penalties due as a result of the termination shall be handled in compliance with applicable tax laws and both parties agree to settle any outstanding tax obligations promptly.

Tax matters clause with tax reporting requirements for foreign payments

This clause ensures proper reporting of foreign payments for tax purposes.

Any payments made under this Agreement to foreign entities shall be reported in accordance with the tax laws of the jurisdiction from which the payments are made. The [Party] shall provide any necessary tax forms and documentation, such as Form 1042-S, to comply with tax reporting requirements.

Tax matters clause with responsibility for excise taxes

This clause addresses responsibility for excise taxes.

The [Party] shall be responsible for paying any excise taxes, duties, or similar charges applicable to the goods or services provided under this Agreement. The [Party] agrees to remit such taxes to the relevant authorities and to provide the other party with documentation of payment as required.

Tax matters clause with self-assessment of tax obligations

This clause specifies the self-assessment of taxes.

The [Party] agrees to self-assess its tax obligations arising from this Agreement, including the payment of any applicable income taxes, sales taxes, or other levies. The [Party] shall be responsible for filing all necessary returns and paying any taxes due on its own behalf, and shall bear responsibility for any penalties or interest arising from late payment.

Tax matters clause with cooperation in tax filings

This clause requires cooperation in tax filings.

The parties agree to cooperate fully in any tax filings related to this Agreement, including the provision of necessary documentation and supporting information. Each party shall ensure timely submission of all tax forms, including but not limited to tax withholding, reporting, and remittance to the appropriate authorities.

Tax matters clause with responsibility for local sales taxes

This clause addresses responsibility for local sales taxes.

The [Party] shall be responsible for paying all applicable local sales taxes, including any use or transaction taxes arising from the sale or delivery of goods and services under this Agreement. The [Party] agrees to ensure that all local tax obligations are fully satisfied in accordance with applicable law.

Tax matters clause with tax obligations on termination payments

This clause ensures tax obligations for termination payments.

In the event of termination of this Agreement, the [Party] agrees to pay any taxes due on termination-related payments, including severance, liquidated damages, or other settlement amounts. The [Party] shall bear all tax liabilities arising from such payments and shall indemnify the other party for any taxes due.

Tax matters clause with handling tax audits on international transactions

This clause applies to international tax audits.

In the event of a tax audit related to international transactions under this Agreement, the [Party] agrees to fully cooperate with the relevant tax authorities and the other party to resolve any issues. Each party shall provide the other with all necessary documentation and support to ensure that the audit process proceeds smoothly.

Tax matters clause with responsibilities for sales tax audits

This clause addresses sales tax audits.

The [Party] agrees to bear responsibility for any sales tax audits related to the goods or services provided under this Agreement. In the event of an audit, the [Party] will provide all required documentation and pay any taxes, penalties, or interest arising from the audit.

Tax matters clause with tax deductions for employee expenses

This clause specifies tax deductions for employee-related expenses.

The [Party] agrees to withhold and remit any applicable taxes on employee expenses related to this Agreement, including but not limited to payroll taxes, insurance premiums, and any other applicable deductions. The [Party] agrees to provide the other party with detailed statements of deductions and taxes withheld.

Tax matters clause with retroactive tax adjustments

This clause addresses retroactive tax adjustments.

If any tax adjustments are necessary due to changes in tax laws, rulings, or audits, the [Party] agrees to make retroactive adjustments to any payments made under this Agreement. The [Party] shall immediately notify the other party of such adjustments and ensure that all tax liabilities are met in accordance with applicable laws.

Tax matters clause with value-added tax (VAT) recovery rights

This clause outlines VAT recovery rights.

The [Party] agrees to promptly recover any VAT or similar taxes incurred in relation to this Agreement, and to ensure that such recovered amounts are applied as necessary to offset the other party’s tax liabilities. Both parties shall cooperate to facilitate VAT recovery and ensure proper documentation is maintained.

Tax matters clause with tax treatment of non-refundable fees

This clause specifies the tax treatment of non-refundable fees.

The [Party] acknowledges that non-refundable fees paid under this Agreement are subject to applicable tax laws, and agrees to comply with any requirements related to the taxation of such fees. The [Party] shall be responsible for any taxes due on non-refundable fees and shall indemnify the other party for any penalties or interest due to incorrect tax treatment.

Tax matters clause with responsibility for excise duties

This variation addresses excise duties.

The [Party] shall bear responsibility for all excise duties related to any goods or services provided under this Agreement, including duties arising from the manufacture, sale, or distribution of products. The [Party] agrees to remit excise duties to the relevant authorities and provide the other party with proof of payment when requested.

Tax matters clause with compliance with withholding tax regulations

This clause ensures compliance with withholding tax regulations.

The [Party] agrees to comply with all applicable withholding tax regulations by withholding the required amount of tax on payments made under this Agreement. The [Party] shall remit the withheld amounts to the appropriate tax authorities and provide the other party with any necessary forms or receipts confirming the remittance.

Tax matters clause with reporting requirements for cross-border payments

This clause covers reporting requirements for cross-border payments.

Any cross-border payments made under this Agreement shall be reported in compliance with all relevant tax laws, including the provision of necessary documentation to ensure proper withholding tax treatment. The [Party] agrees to provide the other party with the necessary forms, such as IRS Forms 1042 or 1042-S, to comply with cross-border tax reporting obligations.

Tax matters clause with tax relief for foreign taxes paid

This variation covers relief for foreign taxes.

The [Party] shall provide the other party with any necessary documentation to support claims for tax relief, credits, or deductions related to foreign taxes paid in connection with this Agreement. The parties agree to cooperate in utilizing such relief to minimize any tax liabilities that may arise.

Tax matters clause with compliance with local tax laws

This clause ensures compliance with local tax laws.

Each party agrees to comply with all applicable local tax laws in connection with the execution and performance of this Agreement. This includes withholding taxes, sales taxes, and any other local taxes imposed by government authorities, as applicable under the terms of this Agreement.

Tax matters clause with tax obligations for joint ventures

This clause outlines tax obligations for joint ventures.

In the case of any joint venture activities under this Agreement, each party agrees to comply with all tax obligations related to their share of the venture. Both parties shall file any required tax returns, pay taxes, and provide the necessary documentation to ensure compliance with joint venture tax obligations.

Tax matters clause with tax treatment of investment income

This clause specifies the tax treatment of investment income.

Any investment income, including interest, dividends, or other returns arising from the Agreement, shall be subject to applicable tax laws. The [Party] agrees to pay taxes on any income generated and shall comply with all reporting requirements, including withholding tax obligations, if applicable.

Tax matters clause with agreement on tax gross-up for international payments

This clause specifies a tax gross-up for international payments.

If any international payments are subject to withholding taxes, the [Party] agrees to gross-up the payment to ensure that the recipient receives the full agreed amount, net of any taxes. The gross-up will be calculated based on the applicable tax rate, and the [Party] will remit the grossed-up amount to the recipient.

Tax matters clause with adjustments for foreign exchange rates

This clause addresses tax adjustments for foreign exchange.

If the payments under this Agreement are subject to foreign exchange fluctuations, the [Party] agrees to adjust the payment amount accordingly to reflect the correct amount in the currency specified, ensuring compliance with tax obligations related to currency exchange rates.

Tax matters clause with tax liability for non-resident parties

This clause specifies tax liabilities for non-resident parties.

If either party is a non-resident for tax purposes, it shall be responsible for any additional taxes, including withholding taxes, that may apply to payments made under this Agreement. The non-resident party agrees to comply with all relevant tax regulations and remit the required amounts to tax authorities.

Tax matters clause with responsibility for tax audits for international transactions

This clause addresses the responsibility for tax audits for international transactions.

In the event of a tax audit regarding international transactions under this Agreement, the [Party] agrees to cooperate with the relevant authorities and the other party. The [Party] shall bear responsibility for any taxes, penalties, or interest arising from the audit, including any additional amounts due for international transactions.

Tax matters clause with responsibility for corporate income taxes

This clause specifies responsibility for corporate income taxes.

The [Party] agrees to be responsible for paying all corporate income taxes arising from the performance of this Agreement. The [Party] shall file the necessary tax returns and remit any applicable taxes, penalties, or interest owed to the relevant tax authorities in accordance with applicable law.

Tax matters clause with sales tax on intellectual property

This variation addresses sales tax on intellectual property transactions.

The [Party] acknowledges that sales tax or value-added tax (VAT) may apply to the sale or licensing of intellectual property under this Agreement. The [Party] agrees to ensure payment of any applicable taxes on the sale, licensing, or transfer of intellectual property and to provide necessary documentation of payment.

Tax matters clause with joint and several tax liability

This clause outlines joint and several tax liability.

Both parties acknowledge and agree that they will be jointly and severally liable for any taxes, penalties, or interest arising from the performance of this Agreement. Each party agrees to bear responsibility for its share of tax liabilities, but shall be responsible for paying any amounts owed, whether or not such amounts were initially assigned to the other party.

Tax matters clause with withholding tax on royalties and licenses

This clause addresses withholding tax obligations on royalties and licenses.

Any royalties or license fees payable under this Agreement shall be subject to withholding tax in accordance with applicable laws. The [Party] responsible for making the payment agrees to withhold the appropriate tax amount and remit it to the relevant tax authorities. Proof of such payments shall be provided to the other party.

Tax matters clause with tax refunds and credits

This clause ensures handling of tax refunds and credits.

If either party is entitled to receive a tax refund, credit, or deduction as a result of this Agreement, the party receiving such benefit agrees to share any applicable refund or credit with the other party in a fair and timely manner. Both parties shall cooperate to ensure the proper application and use of any tax refunds or credits.

Tax matters clause with responsibility for stamp duty

This clause specifies responsibility for stamp duty.

The [Party] agrees to pay any applicable stamp duty, registration fees, or similar taxes imposed by any jurisdiction in connection with the execution, delivery, or registration of this Agreement. The [Party] shall bear the cost of these taxes and provide the other party with proof of payment.

Tax matters clause with real estate tax responsibilities

This clause covers real estate tax obligations related to the agreement.

The [Party] shall be responsible for any real estate taxes, property taxes, or other taxes related to real property used or transferred in connection with the performance of this Agreement. The [Party] agrees to pay all taxes due and to ensure compliance with local tax laws regarding real estate.

Tax matters clause with customs duties and import taxes

This clause specifies responsibility for customs duties and import taxes.

The [Party] agrees to bear responsibility for all customs duties, import taxes, and fees related to the importation of goods under this Agreement. The [Party] shall ensure that all import taxes are paid to the relevant authorities and provide proof of payment upon request.

Tax matters clause with independent contractor tax treatment

This clause specifies the tax treatment of independent contractors.

If either party is acting as an independent contractor under this Agreement, they shall be solely responsible for their own income tax obligations, including self-employment taxes, and shall indemnify the other party for any taxes, penalties, or interest arising from their status as an independent contractor.

Tax matters clause with responsibility for estate taxes

This clause addresses responsibility for estate taxes.

The [Party] agrees to be responsible for any estate taxes, inheritance taxes, or other taxes arising from the transfer of ownership or other interest in this Agreement upon the death of any individual involved in the Agreement. The [Party] shall ensure compliance with applicable estate tax laws.

Tax matters clause with use tax liability

This clause addresses the payment of use taxes.

The [Party] agrees to pay any use taxes, including applicable state or local use taxes, arising from the use of goods or services under this Agreement. The [Party] shall comply with all tax laws related to use taxes and shall be responsible for remitting the taxes owed to the appropriate tax authorities.

Tax matters clause with responsibility for tax audits and legal disputes

This clause ensures handling of tax audits and disputes.

The [Party] agrees to cooperate fully with any tax audits related to this Agreement, and to bear any costs, penalties, or liabilities arising from tax audits or legal disputes regarding tax matters. The [Party] agrees to promptly notify the other party of any tax audits or disputes and to work together to resolve any issues in a timely manner.

Tax matters clause with collection of tax-related documents

This clause requires collection and provision of tax documents.

The [Party] agrees to collect, maintain, and provide the other party with any tax-related documents, including receipts, tax returns, and withholding tax certificates, as necessary to comply with tax laws and regulations. The [Party] shall ensure that all documents are accurate and complete.

Tax matters clause with change in tax law responsibility

This clause ensures both parties are responsible for changes in tax law.

If there are any changes in tax law that affect the obligations or payments under this Agreement, both parties agree to immediately amend the terms of the Agreement to reflect the new tax law requirements. The parties shall negotiate in good faith to ensure compliance with any changes in tax law.

Tax matters clause with tax relief for non-resident parties

This clause provides for tax relief for non-resident parties.

In the case that a party is a non-resident for tax purposes, it shall be responsible for fulfilling its tax obligations in its home jurisdiction. The non-resident party agrees to provide the other party with the necessary documents to substantiate any claims for tax relief, exemptions, or reductions under applicable tax laws.

Tax matters clause with cooperation on tax planning

This clause emphasizes cooperation on tax planning.

The parties agree to cooperate on tax planning and strategies to minimize any tax liabilities that arise from the performance of this Agreement. Both parties will consult with tax advisors to ensure that all tax obligations are met in the most efficient and cost-effective manner.

Tax matters clause with tax returns for joint ventures

This clause addresses joint ventures and tax returns.

In the case of a joint venture under this Agreement, both parties agree to file separate or joint tax returns as required by applicable tax laws. Each party shall be responsible for its portion of the taxes due, and the parties will allocate tax liabilities based on their respective interests in the joint venture.

Tax matters clause with withholding tax obligations for cross-border payments

This clause specifies withholding tax obligations for cross-border payments.

Any cross-border payments made under this Agreement shall be subject to withholding taxes in accordance with the tax laws of the relevant jurisdiction. The [Party] responsible for making the payment agrees to withhold the necessary taxes and remit them to the appropriate tax authority, providing documentation of the remittance to the other party.

Tax matters clause with tax reporting obligations for digital payments

This clause addresses tax reporting for digital payments.

Any digital payments made under this Agreement, including payments through online platforms or electronic transfer systems, shall be reported in accordance with the applicable tax reporting requirements. The [Party] agrees to comply with all relevant tax reporting and remittance obligations related to digital transactions.

Tax matters clause with tax exemption for non-profit organizations

This clause ensures that non-profit organizations comply with tax laws.

If either party is a non-profit organization, it agrees to provide the necessary documentation to substantiate its tax-exempt status. The non-profit party shall not be liable for taxes on any income generated from this Agreement but agrees to comply with any applicable tax laws related to unrelated business income.

Tax matters clause with tax payment deadlines

This clause specifies the deadlines for tax payments.

Both parties agree to adhere to the applicable deadlines for tax payments arising from this Agreement. The [Party] responsible for making tax payments shall ensure that all payments are made in a timely manner to avoid penalties or interest due to late payment.

Tax matters clause with responsibility for property tax obligations

This clause addresses property tax obligations.

The [Party] shall be responsible for any property taxes, assessments, or levies related to real or personal property used in the performance of this Agreement. The [Party] agrees to pay any such property taxes and provide the other party with proof of payment.

Tax matters clause with tax benefits for foreign investments

This clause specifies tax benefits related to foreign investments.

If the [Party] qualifies for any tax incentives, exemptions, or credits related to foreign investments under applicable tax laws, it agrees to provide the other party with documentation supporting its eligibility for such benefits. The [Party] agrees to pass on any tax benefits derived from foreign investment to the other party as agreed.

Tax matters clause with treatment of tax overpayments

This clause ensures the treatment of overpaid taxes.

If either party overpays taxes as a result of the performance of this Agreement, the party responsible for the overpayment shall have the right to seek a refund or apply the overpaid amount toward future tax obligations. The parties agree to cooperate in obtaining any such refund or adjustment.

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This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.