# Withholding-Tax Gross-Up Clause — Counsel Review Draft

**Not legal or tax advice.** This language must be reviewed by qualified counsel and tax advisers
in the contracting jurisdictions before it is used.

If a payer is required by applicable law to deduct or withhold tax from an amount due under the
agreement, the payer will make the required deduction, remit it to the relevant authority, and
promptly provide an official receipt. Except for taxes imposed on the advisor's net income or taxes
arising from the advisor's failure to provide reasonably requested treaty or residency documents,
the payment will be increased so that the advisor receives the amount it would have received had no
deduction been required.

The agreement should separately allocate indirect tax, permanent-establishment risk, treaty-relief
filings, bank charges, currency conversion, and documentary evidence. The controlling signed clause
prevails over this public draft.