Terms of Engagement

(a)We will provide the services identified in the Scope of Work, including all required schedules, statements, and related forms, including IRS foreign reporting forms for which you provide complete and accurate information.

(b)You are responsible for the safeguarding of assets, the proper recording of transactions in the books of accounts, the substantial accuracy of the financial records, and the full and accurate disclosure of all relevant facts affecting the return(s) to us. You also have final responsibility for the tax return and, therefore, the appropriate officials should review the return carefully before an authorized officer signs and files it. We may rely on your representations, approvals, and decisions without independent verification.

The services provided under this engagement are not designed to detect fraud, theft, embezzlement, illegal acts, or internal control deficiencies. If we become aware of information suggesting such matters may exist, we may bring them to your attention; however, we assume no responsibility to investigate or report such matters.

(a)Certain communications involving tax advice are privileged and not subject to disclosure to the IRS. By disclosing the contents of those communications to anyone, or by turning over information about those communications to the government, you, your employees, or agents may be waiving this privilege. To protect this right to privileged communication, please consult with us or your attorney prior to disclosing any information about our tax advice.

(b)Should you decide that it is appropriate for us to disclose any potentially privileged communication, you agree to provide us with written, advance authority to make that disclosure. Should we receive any request for the disclosure of privileged information from any third party, including a subpoena or IRS summons, we will notify you. In the event you direct us not to make the disclosure, you agree to hold us harmless from any expenses incurred in defending the privilege, including, by way of illustration only, our attorney’s fees, court costs, outside adviser’s costs, or penalties or fines imposed as a result of your asserting the privilege or your direction to us to assert the privilege.

The return(s) may be selected for review by the taxing authorities. In the event of an audit, you may be requested to produce documents, records, or other evidence to substantiate the items of income and deduction shown on a tax return. Any proposed adjustments by the examining agent are subject to certain rights of appeal. In the event of a tax examination, we will be available, upon request, to represent you. However, such additional services are not included in the fees for the preparation of the tax return(s).

We may resolve unclear tax law issues in your favor where substantial support exists. You will bear final responsibility for positions taken and release us from liability for resulting taxes, penalties, and interest, as well as research, third party expert expenses, filing fees and other related costs.

It is our policy to keep records related to this engagement for 7 years. However, we do not keep any of your original records, so we will return those to you upon the completion of the engagement. When records are returned to you, it is your responsibility to retain and protect the records for possible future use, including potential examination by governmental or regulatory agencies.

By signing this engagement letter, you acknowledge and agree that upon the expiration of the record retention period, we are free to destroy our records related to this engagement.

The professional fee for the services described in this Agreement are identified in the Scope of Work and are based on the anticipated scope, complexity, and professional time required. If the scope of work changes during the course of this engagement, you and we will execute a new Scope of Work identifying the additional services and fees.

Payment in full is required prior to commencement of services.

No work will begin, and no tax returns will be prepared, reviewed, or filed until:

1. this Agreement has been fully executed; and
2. we have received payment in full.

Payment in full is a condition precedent to our obligation to perform services.

We may withhold work product and decline to file returns until payment is received. We shall not be responsible for penalties, interest, or missed deadlines resulting from delayed or nonpayment.

Fees are earned as services are rendered. Fees paid are non-refundable to the extent services have been performed, time incurred, or resources allocated.