Master Services Terms

We will prepare your deliverables from information furnished to us by you or by your designated person. If you believe there is any additional information available which might be applicable to any of the areas listed or discussed, please advise us so that we may consider such data. We will not audit or independently verify any data submitted. However, we may ask you to clarify certain information or furnish us with additional data.

If applicable, we will not prepare any tax returns other than those identified and discussed, without your written request, and our written consent to do so.

You agree to indemnify and hold us harmless with respect to any and all claims arising from the use of these consulting services by unauthorized third parties regardless of the nature of the claim, including negligence of any party.

With respect to any Tax Preparation services noted in the Agreement Letter, we will rely upon the completeness and accuracy of the information and representations you provide to us to prepare your tax returns. We have not been engaged to and will not prepare financial statements. We will not audit or otherwise verify the data you submit to us, although we may ask you to clarify certain information.

We will prepare the agreed upon tax returns solely for filing with the Internal Revenue Service (“IRS”) and applicable state and local tax authorities. Our work is not intended to benefit or influence any third party, either to obtain credit or for any other purpose.

You agree to indemnify and hold us harmless with respect to any and all claims arising from the use of the tax returns for any purpose other than filing with the IRS, state and local tax authorities regardless of the nature of the claim, including the negligence of any party.

What We’ll Do
We will send a request and questionnaire to be able to complete our various engagement activities. We present you with different deliverables as discussed in the scope of work. We will provide supporting documentation as needed, including court cases and IRS reference supporting the positions. With respect to tax planning, we will deliver a final tax plan which lists a number of tax planning activities that will improve your tax position.

Our advice is based upon tax reference materials, facts, assumptions, and representations that are subject to change. Tax reference materials include, but are not limited to the Internal Revenue Code (“IRC”), regulations, Revenue Rulings, Revenue Procedures, Private Letter Rulings, court decisions, and similar state and local guidance. We will not update our advice after the conclusion of the engagement for subsequent legislative or administrative changes or future judicial interpretations. To the extent we provide written advice concerning federal tax matters, we will follow the guidance contained in U.S. Treasury Department Circular 230 (“Circular 230”), §10.37, Requirements for Written Advice.

We will use our judgment to resolve questions in your favor where a tax law is unclear, provided that we have a reasonable belief that there is substantial authority for doing so. If there are conflicting interpretations of the law, we will explain the possible positions that may be taken on your return. We will follow the position you request, provided it is consistent with our understanding of tax reference materials. If the IRS, state or local tax authorities later contest the position you select, additional tax, penalties, and interest may be assessed. We assume no liability, and you hereby release us from any liability, including but not limited to, additional tax, penalties, interest, and related professional fees.

We may be available to update our advice as a separate engagement. If you ask us to update our work for changes in the information or representations that you provide to us or tax law changes, and we agree to perform this update, we will confirm this engagement in a separate agreement.

If for any reason we are unable to complete the engagement, we will not issue the deliverable.

What We Will not Do
We will not audit or verify the data you submit. We may provide reports that contain portions of financial information; these reports are for internal management use only. We will not provide any financial statements and will not perform any compilation, review or audit of any of the financial information, we do not, at any time, provide legal services, of any type. We have not been requested to discover errors, misrepresentations, fraud, illegal acts or theft. Therefore, we have not included any procedures designed or intended to discover such acts, and you agree we have no responsibility to do so.

What We Need From You
To perform our services, we will need to obtain information on a timely and periodic basis from your company. You agree to provide us with complete copies of previously filed tax returns, supporting schedules, the accounting files and any other records or information that we may request, either at the inception or during the course of the engagement.

Our advice is dependent upon the timeliness, accuracy and completeness of the information and representations that we receive from you, as well as your stated intended use of the advice. Therefore, providing us with inaccurate or incomplete information or representations may result in inaccurate findings or inappropriate recommendations, and critical recommendations may not be identified. If information changes during the engagement, you must provide us with the updated information and representations on a timely basis, as the change in information may affect our advice. We will not audit or otherwise verify the data you submit to us, although we may ask you to clarify certain information.

You have final responsibility for the accuracy of these consulting and tax preparation services. We will provide you with a copy of your deliverables for review prior to finalization. You agree to review and examine deliverables carefully for accuracy and completeness. You are solely responsible for implementation of any strategies discussed in the deliverables.

Services Outside the Scope of this Letter
You may request that we perform additional services at a future date not included in this engagement letter. If this occurs, we will communicate regarding the scope and estimated cost of these additional services. Engagements for additional services will make necessary we issue a separate engagement letter to reflect the obligations of both parties.

Responsibilities

Error, fraud or theft
Our engagement does not include any procedures designed to discover errors, fraud or theft.  Therefore, our engagement cannot be relied upon to disclose such matters. In addition, we are not responsible for identifying or communicating deficiencies in your internal controls. You are responsible for developing and implementing internal controls applicable to your operations.

This engagement is limited to the professional services outlined in the Agreement Letter.

Government inquiries
This engagement does not include responding to inquiries by any governmental agency or tax authority.  If your tax return is selected for examination or audit, you may request that we assist you in responding to such an inquiry.  If you ask us to represent you, we will confirm this in a separate engagement letter and delineate how additional charges for this service will be calculated.

Responding to Subpoenas
All information you provide to us in connection with this engagement will be maintained by us on a strictly confidential basis.  If we receive a summons or subpoena which our legal counsel determines requires us to produce documents from this engagement or testify about this engagement and we are not prohibited from doing so by law or regulation, we agree to inform you of such summons or subpoena as soon as practical.

You may, within the time frame permitted for our firm to respond to any request, initiate such legal action as you deem appropriate at your own expense to attempt to limit discovery.  If you take no action within the time permitted for us to respond, or if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request.  If we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our counsel incurred in responding to such requests.

We will return any original records and documents you provide to us by the conclusion of the engagement. Our copies of your records and documents are solely for our documentation purposes and are not a substitute for your own records and do not mitigate your record retention obligations under any applicable laws or regulations. You are responsible for maintaining complete and accurate books and records, which may include financial statements, schedules, tax returns and other deliverables provided to you by us. If we provide deliverables or other records to you via an information portal, you must download this information within 60 days.

If we receive a request for copies of selected internal firm documents, provided that we are not prohibited from doing so by applicable laws or regulations, we agree to inform you of such a request as soon as practicable. You may, within the time permitted for our firm to respond to any request, initiate such legal action as you deem appropriate, at your sole expense, to attempt to limit the disclosure of information. If you take no action within the time permitted for us to respond, or if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request.

If we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our legal counsel, incurred in responding to such requests.

Responding to Outside Inquiries
We may receive requests for information in our possession arising out of this engagement.  The requests may come from governmental agencies, courts, or other tribunals.  If permitted, we may notify you of any request for information prior to responding. In certain proceedings, an accountant-client privilege may exist.  You agree that we are not under any obligation to assert any privilege to protect the release of information.  You may, prior to our response to any request, initiate legal action to prevent or limit our response.  Unless you promptly initiate such action after we notify you at your last known address, as reflected in our files, we will release the information requested.

International Tax Work
The firm may from time to time, and depending on the circumstances, use third-party service providers in serving your account. We may share confidential information about you with these service providers, but remain committed to maintaining the confidentiality and security of your information.

Accordingly, we maintain internal policies, procedures and safeguards to protect the confidentiality of your personal information. In addition, we will secure confidentiality agreements with all service providers to maintain the confidentiality of your information and we will take reasonable precautions to determine that they have appropriate procedures in place to prevent the unauthorized release of your confidential information to others.

If we are unable to secure an appropriate confidentiality agreement, you will be asked to provide your consent prior to the sharing of your confidential information with the third-party service provider. Furthermore, the firm will remain responsible for the work provided by any such third-party service providers.

Penalties and Interest Charges
Federal, state, and local tax authorities impose various penalties and interest charges for non-compliance with tax laws and regulations, including failure to file or late filing of returns, and underpayment of taxes. You, as the taxpayer, remain responsible for the payment of all tax, penalties, and interest charges imposed by tax authorities.

Disclaimer of Legal and Investment Advice
Our services under this Agreement do not constitute legal or investment advice unless specifically engaged to provide investment advice in the Scope Of Work section of the Agreement Letter. We recommend that you retain legal counsel and investment advisors to provide such advice.

Brokerage or Investment Advisory Statements
If you provide our firm with copies of brokerage (or investment advisory) statements and/or read-only access to your accounts, we will use the information solely for the purpose described in the Scope of Work section of the Agreement Letter. We will rely on the accuracy of the information provided in the statements and will not undertake any action to verify this information. We will not monitor transactions, investment activity, provide investment advice, or supervise the actions of the entity or individuals entering into transactions or investment activities on your behalf. We recommend that you receive and carefully review all statements upon receipt and direct any questions regarding account activity to your banker, broker or investment advisor.

Client Privilege
Internal Revenue Code §7525, Confidentiality Privileges Related to Taxpayer Communication, provides a limited confidentiality privilege applying to tax advice embodied in taxpayer communications with federally authorized tax practitioners in certain limited situations.

This privilege is limited in several important respects. For example, the privilege may not apply to your records, state tax issues, state tax proceedings, private civil litigation proceedings, or criminal proceedings.

While we will cooperate with you with respect to the privilege, asserting the privilege is your responsibility. Inadvertent disclosure of otherwise privileged information may result in a waiver of the privilege. Please contact us immediately if you have any questions or need further information about this federally authorized practitioner-client privilege.

Confidentiality
If tax returns are prepared in connection with this engagement and are filed using the married filing jointly filing status, both spouses are deemed to be clients of the firm under the terms of this Agreement. Both spouses acknowledge that there is no expectation of privacy from the other concerning our services in connection with this Agreement. We are at liberty to share with either of you, without prior consent of the other, documents and other information concerning the preparation of your tax returns.

Limitations on Oral and Email Communications
We may discuss with you our views regarding the treatment of certain items or decisions you may encounter. We may also provide you with information in an email. Any advice or information delivered orally or in an email (rather than through a memorandum delivered as an email attachment) will be based upon limited research and a limited discussion and analysis of the underlying facts. Additional research or a more complete review of the facts may affect our analysis and conclusions.

Due to these limitations and the related risks, it may or may not be appropriate to proceed with a decision solely on the basis of any oral or email communication from us. You accept all responsibility, except to the extent caused by our gross negligence or willful misconduct, for any liability, including but not limited to additional tax, penalties or interest resulting from your decision (i) not to have us perform the research and analysis necessary to reach a more definitive conclusion and (ii) to instead rely on an oral or email communication. The limitation in this paragraph will not apply to an item of written advice that is a deliverable of a separate engagement. If you wish to engage us to provide formal advice on a matter on which we have communicated orally or by email, we will confirm this service in a separate engagement letter.

Privacy Policy
In accordance with the Federal Trade Commission rule, Privacy of Consumer Financial Information, we are required to inform you of our policy regarding privacy of client information.

Types of Nonpublic Personal Information We Collect
We collect nonpublic personal information about you that is provided to us by you or obtained by us from third parties with your authorization.

Parties to Whom We Disclose Information
For current and former clients, we do not disclose any nonpublic personal information obtained during our practice except as required or permitted by law. Permitted disclosures include, for instance, providing information to our employees, and in limited situations, to unrelated third parties who need to know that information to assist us in providing services to you.  In all such situations, we stress the confidential nature of information being shared.

Protecting the Confidentiality and Security of Current and Former Clients’ Information
We retain records relating to professional services that we provide so that we are better able to assist you with your professional needs and, in some cases, to comply with professional guidelines.  To guard your nonpublic personal information, we maintain physical, electronic and procedural safeguards that comply with our professional standards.

Electronic Data Communication and Storage
In the interest of facilitating our services to your company, we may send data over the Internet, store electronic data via computer software applications hosted remotely on the Internet or allow access of data through third-party vendors’ secured portals or clouds. Electronic data that is confidential to your company may be transmitted or stored using these methods.  We may use third-party service providers to store or transmit this data, such as providers of tax return preparation software. In using these data communication and storage methods, our firm employs measures designed to maintain data security.  We use reasonable efforts to keep such communications and data access secure in accordance with our obligations under applicable laws and professional standards, and we require all of our third-party vendors to do the same.

You recognize and accept that we have no control over the unauthorized interception or breach of any communications or data once it has been sent or has been subject to unauthorized access, notwithstanding all reasonable security measures employed by us or our third-party vendors, and consent to our use of these electronic devices and applications during this engagement.

Client Portal
To enhance our services to you, we will utilize Corvee, a collaborative, virtual workspace in a protected, online environment. Corvee permits real-time collaboration across geographic boundaries and time zones and allows our firm and your company to share data, engagement information, knowledge, and deliverables in a protected environment. To use Corvee, you may be required by the provider of Corvee to execute a client portal agreement and agree to be bound by the terms, conditions and limitations of such agreement. You agree that we have no responsibility for the activities of Corvee and agree to indemnify and hold us harmless with respect to any and all claims arising from or related to the operation of Corvee.

Our firm is not a host for any of your information. You are responsible for maintaining your own copy of this information. We do not provide back-up services for any of your data or records, including information we provide to you. Portals are utilized solely as a method of transferring data and are not intended for the storage of your information. Information on a portal may be deleted by our firm.

If you decide to transmit your confidential information to us in a manner other than a secure portal, you accept responsibility for any and all unauthorized access to your confidential information. If you request that we transmit confidential information to you in a manner other than a secure portal, you agree that we are not responsible for any liability, including but not limited to, (a) any loss or damage of any nature, whether direct or indirect, that may arise as a result of our sending confidential information in a manner other than a secure portal, and (b) any damages arising as a result of any virus being passed on or with, or arising from any alteration of, any email message.

Terms & Conditions

Conflicts of Interest
If we, in our sole discretion, believe a conflict has arisen affecting our ability to deliver services to you in accordance with either the ethical standards of our firm or the ethical standards of our profession, we may be required to suspend or terminate our services without issuing our work product.

Mediation
If a dispute arises out of or relates to the Agreement, including the scope of services contained herein, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try to settle the dispute by mediation administered by the American Arbitration Association (“AAA”) under the AAA Accounting and Related Services Arbitration Rules and Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure. The mediator will be selected by mutual agreement of the parties. If the parties cannot agree on a mediator, a mediator shall be designated by the AAA. The mediation will be conducted in California.

The mediation will be treated as a settlement discussion and, therefore, all discussions during the mediation will be confidential. The mediator may not testify for either party in any later proceeding related to the dispute. No recording or transcript shall be made of the mediation proceedings. The costs of any mediation proceedings shall be shared equally by all parties. Any costs of legal representation shall be borne by the hiring party.

Governing Law
This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of California, as such laws are applied to agreements entered into and to be performed entirely within the governing state between the governing state residents.

Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in the governing state, as applicable, for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any judgment of such federal or state courts located in the governing state, such personal jurisdiction shall be nonexclusive.

Government inquiries
This engagement does not include responding to inquiries by any governmental agency or tax authority.  If your tax return is selected for examination or audit, you may request that we assist you in responding to such an inquiry.  If you ask us to represent you, we will confirm this in a separate engagement letter and delineate how additional charges for this service will be calculated.  In addition, there may be some services we may not be able to provide such as IRS representation and resolution services.

Limitation of Liability 
KAUFMANN ADVISORS INC’S LIABILITY FOR ALL CLAIMS, DAMAGES, AND COSTS ARISING FROM THIS ENGAGEMENT IS LIMITED TO THE TOTAL AMOUNT OF FEES PAID BY YOU TO KAUFMANN ADVISORS INC FOR SERVICES RENDERED UNDER THIS AGREEMENT. In the event of a claim by a third party relating to services under this letter, you will indemnify us from all such claims, liabilities, costs and expenses, except to the extent determined to have resulted from our intentional or deliberate misconduct.

Limitation of Damages
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, KAUFMANN ADVISORS INC SHALL NOT BE LIABLE FOR ANY LOST PROFITS, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY NATURE EVEN IF WE HAVE BEEN ADVISED BY YOU OF THE POSSIBILITY OF SUCH DAMAGES.

Termination
We reserve the right to withdraw from this engagement without rendering services for any reason, if you fail to comply with the terms of this engagement letter, if you disagree with our recommendations regarding our scope and services, or if we determine professional standards required for our withdrawal for any other reason.

At the completion of our engagement, the original source documents will be returned to you.  Workpapers and other documents created by us are our property.  Such original workpapers will remain in our control, and copies are not to be distributed without our prior written consent.

If any portion of this agreement is deemed invalid or unenforceable, said finding shall not operate to invalidate the remainder of the terms set forth in this engagement letter.

Refund & Dispute Policy
Due to the nature of the products and services that we offer, including, but not limited to, the time that we will invest in your specific client file, we do not offer refunds for any of our products or services and you waive the right to dispute any charges made from working within this engagement.

Proprietary Information
You acknowledge that proprietary information, documents, materials, management techniques and other intellectual property are a material source of the services we perform and were developed prior to our association with you. Any new forms, software, documents or intellectual property we develop during this engagement for your use shall belong to us, and you shall have the limited right to use them solely within your business. All reports, templates, manuals, forms, checklists, questionnaires, letters, agreements and other documents which we make available to you are confidential and proprietary to us. 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 provision will apply to all materials whether in digital, “hard copy” format or other medium.

Statute of Limitations
You agree that any claim arising out of this Agreement shall be commenced within 3 years of the delivery of the work product to you, regardless of any longer period of time for commencing such claim as may be set by law. A claim is understood to be a demand for money or services, the service of a suit, or the institution of arbitration proceedings against Kaufmann Advisors Inc.

Force Majeure
Neither party shall be held liable for any delays resulting from circumstances or causes beyond our reasonable control, including, without limitation, fire or other casualty, act of God, strike or labor dispute, war or other violence, epidemics or pandemics as defined by The Centers for Disease Control and Prevention, or any law, order or requirement of any governmental agency or authority. However, no Force Majeure event shall excuse you of any obligation to pay any outstanding invoice or fee or from any indemnification obligation under this Agreement.

Assignment
All parties acknowledge and agree that the terms and conditions of this Agreement shall be binding upon and inure to the parties’ successors and assigns, subject to applicable laws and regulations.

Severability
If any portion of this Agreement is deemed invalid or unenforceable, said finding shall not operate to invalidate the remainder of the terms set forth in this Agreement.

Outsourcing
The firm may from time to time, and depending on the circumstances, use third-party service providers in serving your account. We may share confidential information about you with these service providers, but remain committed to maintaining the confidentiality and security of your information.

Accordingly, we maintain internal policies, procedures and safeguards to protect the confidentiality of your personal information. In addition, we will secure confidentiality agreements with all service providers to maintain the confidentiality of your information and we will take reasonable precautions to determine that they have appropriate procedures in place to prevent the unauthorized release of your confidential information to others.

If we are unable to secure an appropriate confidentiality agreement, you will be asked to provide your consent prior to the sharing of your confidential information with the third-party service provider. Furthermore, the firm will remain responsible for the work provided by any such third-party service providers.

Commissions
Some of the recommended products or services are linked to our affiliates, which means that if you choose to make a purchase (i.e. sign up with a technology app or outsource), we will earn a commission. This commission comes at no additional cost to you and oftentimes a lower rate has been negotiated for you through our company. Please understand that we have experience with all of these companies, and we recommend them because they are helpful and useful, not because of the small commissions we make if you decide to buy something. Please do not spend any money on these products unless you feel you need them or that they will help you achieve your goals.

Invoice Procedures
Our professional fee for the services outlined above will be based upon the complexity of the work to be performed and our professional time to complete the work.  Additionally, this fee is dependent on the availability, quality, and completeness of your records.  You agree that you will deliver all records requested by our staff to complete this engagement on a timely basis.

In the event your records are not submitted in a timely manner or they are incomplete or unusable, we reserve the right to charge additional fees and expenses for the services required to correct the problem.  If this occurs, we will contact you to discuss the matters and the anticipated delay in completing our engagement prior to rendering further services.

Our fees are based upon the complexity of the work to be performed, and our professional time, as well as out-of-pocket expenses. In addition, this fee depends upon the timely delivery, availability, quality, and completeness of the information you provide to us. You agree that you will deliver all records requested and respond to all inquiries made by our staff to complete this engagement on a timely basis. You agree to pay all fees and expenses incurred whether or not we finalize our advice. We require that all outstanding invoices be paid prior to releasing the completed tax plan deliverable. We do not release incomplete tax plan deliverables.

Expenses
Company shall reimburse the firm for reasonable expenses incurred in connection with performance of services under this Agreement, provided that the expenses are approved in advance by the CEO of Company and the firm promptly provides documentation satisfactory to Company to support the firm’s request for reimbursement.

Mileage reimbursement for travel by automobile shall be at the applicable legal rate established by the Internal Revenue Service.

Timing of the Engagement
Our engagement shall commence upon receipt of this executed Agreement. Our services will conclude after one of the following events has occurred:

      • transmission of the deliverable(s) as identified in the Agreement Letter,

      • notice to you that no deliverable(s) will be provided,

      • written notification by either party that the engagement is terminated, or

      • one year from the execution date of this Agreement.

    Entire Agreement
    The Agreement Letter, the Master Services Terms and any other attachments, encompass the entire agreement of the parties and supersedes all previous understandings and agreements between the parties, whether oral or written. Any modification to the terms of this Agreement must be made in writing and signed by both parties.

    We appreciate the opportunity to be of service to you. We will commence services once we have received the executed Agreement.

    Last updated on September 19, 2021