Accounting Services Agreement Template (US)

If the firm also audits this client, bookkeeping isn't a neutral add-on

Under the AICPA's independence rules for nonattest services, providing bookkeeping, payroll, or similar services to a client the same firm also audits or reviews creates self-review and management-participation threats that specific safeguards are required to manage — and in some circumstances the SEC has taken the position that bookkeeping for an audit client should only be exceptional. This isn't a reason to avoid offering both; it's a reason to say so in the engagement letter rather than bundle them on one undifferentiated checklist the way a generic template does. This template's services section flags it directly when both boxes are checked.

A retainer can't be both refundable and non-refundable — pick one

A retainer clause needs to say one clear thing about what happens to unused funds: either they're credited toward future fees or refunded when the engagement ends, or they're non-refundable outright. A clause that promises both in different sentences isn't a compromise — it's an unenforceable contradiction that a court will have to resolve for you, on facts you didn't control. This template's retainer clause makes you choose.

Indemnification should run both ways, and match the liability cap

A one-way indemnity — the accountant protects the client, but not the reverse — paired with a liability cap that only limits the accountant's exposure, leaves the accountant with an open-ended obligation and the client with a capped one for the same relationship. This template's indemnification runs both ways and its cap applies to both parties equally, which is both fairer and more likely to be enforced as written.

The clauses, explained

Scope of services

The specific services provided — bookkeeping, financial statements, payroll, tax preparation, or attest work — described precisely enough that both sides agree on what's included and what isn't.

Independence note (conditional)

Appears automatically if you indicate the firm also provides attest (audit or review) services to this same client, flagging that nonattest services like bookkeeping need specific safeguards to avoid impairing independence.

Fees and billing

Flat fee, hourly rate, or another basis, plus how and when invoices are issued and paid.

Retainer (optional)

If used, states clearly whether unused funds are credited toward future fees or refunded, or non-refundable — one rule, not a contradiction.

Client responsibilities

The client's duty to provide accurate, timely information — since the accountant's work product is only as reliable as what the client supplies.

Ownership of working papers

States that the accountant's own working papers and files remain the accountant's property even though they relate to the client's records — a standard professional-practice point most consumer-facing templates omit.

Use of tax return information (conditional)

Appears automatically for engagements that include tax preparation: a plain-language consent addressing IRC §7216, which restricts a preparer's use or disclosure of a client's tax return information without the client's written consent.

Mutual indemnification and liability cap

Each party indemnifies the other for their own negligence or breach, and liability for either party is capped at the fees paid under the engagement — applied evenly rather than favoring one side.

Requirements checklist

• Nonattest services to an attest client need independence safeguards

  Providing bookkeeping or similar nonattest services to a client the same firm also audits or reviews creates self-review and management-participation threats; specific safeguards are required, and performing multiple nonattest services increases the risk.

  AICPA ET §1.295, Nonattest Services

• Tax return information needs the client's written consent to use or disclose beyond preparing the return

  IRC §7216 and its regulations prohibit a preparer from using or disclosing a client's tax return information for purposes beyond preparing the return without the client's prior written consent, with civil penalties for violations.

  IRS — Section 7216 Information Center

How to use this template

1. Fill in the firm and client. Type the accounting firm's and client's names and addresses into the highlighted blanks.
2. Describe the scope of services. List the specific services covered — bookkeeping, financial statements, payroll, tax preparation, or attest work.
3. Flag if the firm also provides attest services to this client. If the firm audits or reviews this same client's financial statements, select yes so the independence note appears — this is the single most important box on the form.
4. Set fees, billing, and the retainer if used. Choose flat, hourly, or another fee basis, the billing frequency, and — if using a retainer — whether unused funds are credited or refunded, or non-refundable.
5. Add the tax-information consent if this engagement includes tax preparation. Turn on the tax-preparation clause so the IRC §7216 consent language appears alongside the rest of the agreement.
6. Sign and download. Both parties sign, then download the agreement as a Word or PDF file before work begins.

Frequently asked questions

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