Badger Sumrall & Co. CPAs will provide professional services at your request. You have engaged us to maintain the specified scope of services for Client name. You will review and approve all journal entries, transaction classifications, and account codes determined or changed by our firm. Without limiting the extent of the work, we may provide for you, we will perform only the specified services at the specified intervals for this engagement.

Unanticipated Services

Only the services which are listed in your engagement letter are included within the scope of our instructions. If there is additional work that you wish us to carry out which is not listed in the schedule, any additional work will be quoted to you before the commencement of said additional work. Once the scope of the additional work is agreed upon, we will issue an additional or updated letter of engagement via our online proposal system and will ask you to sign the new agreement before we commence the new work.

Furthermore, you will agree that if an unanticipated need arises (such as an audit, an amended tax return or a personal financial statement required as part of a loan agreement), this additional work will be performed only after arriving at a mutually agreed-upon price and a Change of Service Request is accepted with a digital signature.

Period of Engagement

The engagement starts on Proposal commencement date and is valid until it's ended by mutual agreement or superseded by a newer engagement. We will not deal with earlier periods unless you specifically ask us to do so and we agree. You or we may agree to vary or terminate this agreement at any time without penalty. Notice of variation or termination must be given in writing. Upon termination, you agree to pay us for any work performed up to your notice of cancellation as previously agreed among us, or otherwise at our then current rates, that has not yet been paid. We may use any deposits or payments already received and apply them to your account in satisfaction of any amounts owing at the time of termination.

Service and Price Guarantee

Badger Sumrall & Co CPAs will always stand behind the quality and professional nature of the services that we offer. If at any point you are not completely satisfied with the services we have performed, we encourage you to bring this to our attention immediately. We'd love the opportunity to correctly address your concerns and allow us a chance to win your trust back and prevent similar problems from happening in the future.

If you are still not satisfied with the outcome of our services, we will work towards a mutual agreement regarding the payment for services completed. As an example, we may agree to either forgive the related payment or accept a portion of the originally agreed price that reflects your level of satisfaction.

Ownership of Documents

All original documents obtained from the client arising from the engagement shall remain the property of the client. However, we reserve the right to make a reasonable number of copies of the original documents for our records.

Client Responsibilities

You are responsible for the reliability, accuracy and completeness of the accounting records, particulars and information provided and disclosure of all material and relevant information. Client name is required to arrange for reasonable access by us to relevant individuals and documents, and shall be responsible for both the completeness and accuracy of the information supplied to us. Any advice given to Client name is only an opinion based on our knowledge of your particular circumstances.

Based on questions and/or concerns you have, regarding your ongoing financial reporting, accounting records, and business management issues, we will offer our opinion(s) and describe any alternatives we are aware of. Our opinion(s), and related alternatives, will be based on our knowledge, training and experience, but at all times, the decisions you make are strictly yours, as is the responsibility for the financial records of your company.

If necessary, we may suggest you contact your attorney, one of our strategic partners with that specific expertise, or someone else better suited to assist you.

Scope of Limitations

Our engagement cannot be relied upon to disclose errors, irregularities or illegal acts, including fraud or defalcations, which may exist. We may inform you of any matters that come to our attention.

Confidentiality; Our Proprietary Information

In conducting thos engagement, information acquired by us in the course of the engagement is subject to strict confidentiality requirements. That information will not be disclosed by us to other parties except as required or allowed for by law, or with your express written consent. This applies even if you are no longer a client. We are committed to safekeeping of your confidential information, and we maintain physical, electronic, and procedural safeguards to protect it. However, we may be required by law to disclose what may otherwise be considered confidential information of yours if requested by the IRS or federal government, or if you disclose that information to a third party.

You assume all responsibility relating to adherence with privacy and disclosure requirements relating to the use and sharing of information in your industry. If your business or industry requires greater privacy or security protections than those provided in this letter, it is your responsibility to ensure that your disclosure of information to us is in compliance with such requirements, and you agree to indemnify and hold us harmless in connection with any claims arising from your failure to do so.

You acknowledge that the proprietary information, documents, materials, management techniques, and other intellectual property we use are a material source of the services we perform and that these were developed prior to our association with you. Any new forms, software, documents, or intellectual property we develop in this engagement for your use shall belong to us, and you shall have the limited right to use them solely within your business. All report templates, manuals, forms, checklists, questionnaires, letters, agreements (including this one), and other documents, which we make available to you, are confidential and proprietary to us. Any and all new documents created as a result of this engagement will automatically become our property. Neither you, nor any of your agents, will copy, electronically store, reproduce, or make available to anyone other than your personnel, any such documents. This agreement will apply to all materials whether in digital or "hard copy" format.

Third-Party Disclosure and Use of Third-Party Services

Unless you indicate otherwise, our firm may transmit confidential information that you provide to us to third parties in order to facilitate delivering our services to you. Examples of such transmissions may include the access to your contact information by members of our team (independent contractors such as consultants, administrative assistants, or third party developers), transfer of accounting information and other data files via the internet, online back-up services, website developer and hosting services (for newsletter and order processing), credit card processing company, etc. We only work with established, reputable companies that have demonstrated their commitment to safeguarding your data. Please feel free to inquire if you would like additional information regarding the transmission of confidential information to entities outside the firm. We will ensure that third-party service providers who we share information with agree to protect your confidential information and to use it only in connection with the services they perform for us.

Electronic (Email) Communications

In connection with this engagement, we may communicate with you or others via email transmission. As emails can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed and only to such parties, we cannot guarantee or warrant that emails from us will be properly delivered and read only by the addressee. Therefore, we specifically disclaim and waive any liability or responsibility whatsoever for interception or unintentional disclosure of emails transmitted by us in connection with the performance of this engagement. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from the use of email transmissions, including any consequential, incidental, direct, indirect or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary information.

Record Retention

During the course of our work with you, we may use one or more third party applications (including internet-based application providers) to provide portions of our services to you. This may include online filing of your accounts payable or other business documents. By signing this agreement, you confirm that you understand the services being provided and also agree that Badger Sumrall & Co CPAs is not liable for record retention, or any other aspect of the services provided by these third parties, even if we absorb the cost (in part or in full) of a third-party service as a benefit to you. You at all times assume responsibility for a decision to maintain hard copies of your original documents or to limit your document retention to the digital copies stored by the web application.

It is our policy to keep records related to this engagement for 7 years for discontinued clients and indefinitely for ongoing clients. If you are unsure as to how to best maintain your records, please let us know and we can review this with you. We will provide you with copies of all reports prepared that should be a part of your books and records, but our records pertaining to this engagement are not a substitute for your original records, and physical deterioration or catastrophic events may shorten the term during which our records will be available.

In the unlikely event that we do obtain any hard copy documents from you, all original paper documents provided by you will be returned to you promptly as our work is complete. We do not keep copies of these documents as a policy. It is your responsibility to safeguard your documents in case of future need. We may occasionally keep some copies we deem necessary to our work.

If our engagement with you ends for any reason, we may provide you with the option to continue any third party subscription based services at your expense (in some cases we may have absorbed the cost of these services during our work with you). If the foregoing is applicable we do offer continuation of the applicable services, you agree to complete the transfer of services to your name and assume responsibility for payment within 10 days of the end of our work with you. Our "end date" will be defined as the 11th business day following the date shown on the email or letter of termination/resignation transmitted by either party. You understand that if you do not assume responsibility for these services that they may be cancelled. Additional fees may apply if you elect to restore those services (if that option is available from the service provider) or request copies (digital or hard copy) of records from the third-party provider.

Indemnification

You indemnify Badger Sumrall & Co CPAs for any monetary losses, including attorney's fees, caused in whole or part, by your negligence, dishonest intentional act, or failure to meet or fulfill the obligations outlined in this engagement letter.

Limitation of Liability

By accepting and signing this engagement letter Client name agrees that the liability of Badger Sumrall & Co CPAs arising from the services performed shall be limited to no more than 300% of the fees which you pay us for the performance of this engagement. You agree that this will be your only remedy, and you hereby waive any other claims may have for actual, incidental, and consequential damages including, without limitation, lost profits and third-party claims.

Accuracy of Information Provided

Our engagement is limited to the period and the professional services indicated in the proposal for the specified period. We will rely on the accuracy and completeness of the documents and information you provide to us. Accordingly, our engagement cannot be relied upon to disclose errors, fraud, or other illegal acts that may exist. However, it may be necessary to ask you for clarification of some of the information you provide, and we will inform you of any material errors, fraud or other illegal acts that come to our attention, unless they are clearly inconsequential. In addition, we have no responsibility to identify and communicate significant deficiencies or material weaknesses in your internal controls as part of this engagement, and our engagement cannot, therefore, be relied upon to make disclosure of such matters.

Billing

Services may be billed on a fixed rate, hourly billing rate, or percentage of taxes saved, as indicated. Where we cannot provide a fixed rate quote, we will quote an hourly rate in cases of project work where it is difficult to define the scope of the service required. In the case where you have been quoted an estimate based on an hourly rate, Badger Sumrall & CO CPAs will inform Client name of the amount of time used before we issue the final bill and collect payment. Our professional fees will be based on our regular billing rates, plus direct out-of-pocket expenses and applicable provincial sales tax, and are due when rendered. Fees for additional services will be established separately.

Invoicing and Payment

We will submit our bill monthly as services are performed, and it will be due and payable upon receipt. If an extension of our services is requested, we will discuss our fee arrangements at that time. Plan implementation as well as plan monitoring and updating, if needed, are separate engagements. If you choose one of these additional services, a separate engagement letter will be provided. These services will be billed separately.

We reserve the right to suspend our services or to withdraw from this engagement in the event that any of our invoices are deemed delinquent. In the event that any collection action is required to collect unpaid balances due to us, you agree to reimburse us for our costs of collection, including lawyers' fees.

Retainers

Badger Sumrall & Co CPAs shall inform Client name if a retainer payment is required up front. Such funds will be held in trust by Badger Sumrall & Co CPAs and applied to future invoices upon Client name's receipt of an invoice, and otherwise in accordance with an agreed payment schedule. If the engagement cannot be completed, or is completed in an amount which is less than the balance of the retainer, a refund will be provided within 60 days of termination of the engagement or request by the Client name.

Governing Law; Venue; Attorneys Fees

This Agreement will be governed by the laws of the state where the office of Badger Sumrall & Co CPAs that primarily provides the services under this engagement is located, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in the state referenced in the foregoing sentence, and both parties irrevocably consent to the jurisdiction of such courts.

If either party brings an action against the other concerning the outcome, quality or timeliness of our performance of services or other matters related to this engagement, the party who prevails shall be entitled to recover her/his/its (or, if applicable, her/his/its professional liability insurer's) attorney fees and costs incurred in defending such suit.

Entire Agreement

This letter and any schedules or exhibits incorporated herein contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.