The following terms and conditions for professional services apply to the agreement between Kevin Wise LLP, a California limited liability partnership, (“Company”) and you (“Client”) as further described in the engagement letter, proposal, or other written communication to which these terms and conditions are referenced (the “Engagement Letter”). These terms and conditions for professional services and the Engagement Letter, together, comprise the agreement between us (this “Agreement”). The “Effective Date” of this Agreement shall be the date Client signs the Engagement Letter.

1. Services
1.1 Scope of Services. Subject to the terms and conditions of this Agreement, Company will provide only those services ("Services") with respect to the specific matters, transactions or questions presented by Client and described in the Engagement Letter.

1.2 Change Orders. Any changes to the scope of the Services as requested by Client (“Change Order”) will be invoiced based on our standard hourly rates then in effect or as otherwise agreed to by the parties.

2. Client Duties and Responsibilities
Client will make available in a timely manner for Company’s use, at no charge to Company, all data, files, documentation, or other information, resources, and personnel required by Company necessary for the performance of the Services. Client will be responsible for and assumes the risk of any issues or problems resulting from the content, accuracy, completeness, competence, or consistency of all data, files, documentation, or other information, resources, and personnel supplied by Client.

3. Interdependencies; Client and Third-Party Delays
Client acknowledges that meeting any agreed upon deadlines for service delivery (the “Target Dates”) is contingent upon timely completion of activities by Client as contemplated by the parties under this Agreement including, without limitation, those activities designated to Client in Article 2 above ("Client Obligation"). Client will immediately advise Company as soon as it becomes aware of any developments that may delay completion of a scheduled Deliverable including, without limitation, Client's failure or inability to perform a Client Obligation. The Target Dates (though only an estimate) will be equitably adjusted by the parties (but in no event less than a day-for-day adjustment) in the event of: (a) any delay caused by Client's failure or inability to perform a Client Obligation; (b) any delay due to Client's request for changes (whether pursuant to a Change Order or otherwise); (c) any delay due to a third party's act, failure to act or delay in performing any obligation whatsoever; or (d) any other delay incurred as a result of Client's action(s) or omission(s). No such delay will relieve or suspend Client's obligation to pay Company under Article 4 and, in addition to such payment obligations, Client will pay for any and all costs and expenses incurred by Company relating to re-staffing as a result of any delay caused by Client.

4. Fees and Payment
4.1 Fees and Expenses. Client will pay Company all fees set forth in the Engagement Letter (“Fees”). Client will reimburse Company for all reasonable costs and expenses incurred by Company in its performance of the Services under this Agreement, including any ordinary and necessary travel and lodging expenses.

4.2 Payment. Unless otherwise set forth in this Agreement or other agreed upon arrangement, Client will make all payments under this Agreement in U.S. dollars within thirty (30) calendar days after the date of Company's invoice. In addition to any other remedy available to Company for late payments, Client will be obligated to pay Company interest on the overdue amount at the rate of one and one half percent (1.5%) per month or the maximum rate allowed under law, whichever is less, for each month, or partial month, calculated from the date such payment was due until the date paid. Client will reimburse Company for all costs incurred by Company (including reasonable attorneys' fees, collection fees, court costs, if any) in connection with any collection efforts related to or arising out of this Agreement.

4.3 Taxes. The Fees for the Services do not include any excise, sales, use, value added or other taxes, tariffs or duties that may be applicable to the Services. When Company has the legal obligation to collect such taxes, tariffs or duties, the amount of such taxes, tariffs and duties will be invoiced to Client, and Client will pay such amount unless Client provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. All payments by Client for the Services will be made free and clear of, and without reduction for, any withholding taxes. Any such taxes which are otherwise imposed on payments to Company will be Client's sole responsibility. Client will provide Company with official receipts issued by the appropriate taxing authority or such other evidence as is reasonably requested by Company to establish that such taxes have been paid.

5. Term and Termination
5.1 Term. The term of this Agreement will commence on the Effective Date and will continue in effect unless earlier terminated pursuant to the terms of this Agreement.

5.2 Termination for Convenience. Either party may terminate this Agreement upon written notice. Termination pursuant to this Section 5.2 will not relieve Client of its obligation to pay for any Services performed or expenses incurred in connection with the Agreement through the effective date of termination.

5.3 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party has materially breached any provision of this Agreement and has not cured such breach within ten (10) calendar days after receiving written notice from the non-breaching party describing such breach in reasonable detail and stating the non-breaching party's intent to terminate this Agreement.

5.4 Suspension of Services. Notwithstanding any other provision of this Agreement, Company may, in its sole discretion, suspend Services and the delivery of a Deliverable if: (a) Client materially breaches any of its obligations under this Agreement including, without limitation, failure by Client to pay any amount under this Agreement within thirty (30) days after the date of Company's invoice therefor; or (b) Company determines that Client may be unable to make any scheduled or expected payment. Any such suspension by Company: (i) will not constitute termination of this Agreement (and Client will continue to be bound by its obligations under this Agreement); (ii) will be deemed to modify the Target Date outward to the same extent as the period of delayed payment, performance or other material breach, without penalty to Company; (iii) will entitle Company to reimbursement by Client for any and all costs and expenses incurred by Company in connection with any such suspension; and (iv) may be cancelled or revoked in Company's sole discretion. Without limiting the foregoing, any such suspension will be considered a delay caused by Client pursuant to Article 3.

5.5 Survival. Notwithstanding any expiration or termination of this Agreement, all payment obligations incurred prior to expiration or termination will survive, and the following provisions will survive: Articles 4, 6, 7, 9 and 10, and Sections 5.5 and 8.2. All other rights granted under this Agreement will cease upon expiration or termination of this Agreement.

6. Confidential Information
6.1 General. To the extent that, in connection with this engagement, Company comes into possession of any proprietary or confidential information of the Client, Company will not disclose such information to any third party without the Client’s consent, except (a) as may be required by law, regulation, judicial or administrative process, or in accordance with applicable professional standards, or in connection with litigation pertaining thereto, or (b) to the extent such information (i) shall have otherwise become publicly available (including, without limitation, any information filed with any governmental agency and available to the public) other than as the result of a disclosure by Company in breach hereof, (ii) is disclosed by the Client to a third party without substantially the same restrictions as set forth herein, (iii) becomes available to Company on a non-confidential basis from a source other than the Client which Company believes is not prohibited from disclosing such information to Company by obligation to the Client, (iv) is known by Company prior to its receipt from the Client without any obligation of confidentiality with respect thereto, or (v) is developed by Company independently of any disclosures made by the Client to Company of such information. Except as instructed otherwise in writing, each party may assume that the other approves of properly addressed fax, email (including email exchanged via Internet media) and voicemail communication of both sensitive and non-sensitive documents and other communications concerning this engagement, as well as other means of communication used or accepted by the other. As emails and other communications 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 or other communications from us will be properly delivered and read only by the addressee or intended party. Therefore, we specifically disclaim and waive any liability or responsibility whatsoever for the interception or unintentional disclosure of emails or communications 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 or other 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.

6.2 Non-Use and Non-Disclosure. The Receiving Party will use the Disclosing Party's Confidential Information solely for the purposes of performing its obligations and exercising its rights under this Agreement. The Receiving Party will not disclose any Confidential Information of the Disclosing Party to third parties or to such party's employees, except that, subject to Section 6.3 below, the Receiving Party may disclose the Disclosing Party's Confidential Information to those employees and contractors of the Receiving Party who are required to have the information in order to perform Receiving Party's obligations and exercise the Receiving Party's rights under this Agreement, provided however that such employees or contractors are subject to a confidentiality agreement with terms no less restrictive than those contained herein. If the Receiving Party is required by law to make any disclosure that is prohibited or otherwise constrained by this Agreement, the Receiving Party will provide the Disclosing Party with prompt written notice of such requirement prior to such disclosure so that the Disclosing Party may seek a protective order or other appropriate relief. Subject to the foregoing sentence, the receiving party may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or is otherwise legally required to be disclosed; provided, however, that the Receiving Party provides such assistance as the Disclosing Party may reasonably request in obtaining such order or other relief at the Disclosing Party's option and expense.

6.3 Maintenance of Confidentiality. The Receiving Party will use commercially reasonable efforts to prevent unauthorized use or disclosure of the Disclosing Party's Confidential Information. The Receiving Party will ensure that its employees who have access to Confidential Information of the Disclosing Party have signed a non-use and non-disclosure agreement in content at least as protective of the Disclosing Party's Confidential Information as the provisions of this Agreement prior to any disclosure of the Disclosing Party's Confidential Information to such employees.

6.4 Authorized Disclosure. Company hereby acknowledges and agrees that, notwithstanding anything to the contrary, Client is not subject to any conditions of confidentiality associated with Company's performance of any tax services covered by this engagement. Client and its employees, representatives or agents are authorized to disclose to any and all persons, without limitation of any kind, our tax advice, including any U.S. Federal and state income tax aspects of any transactions, described within any Deliverables, tax return, report, visual aid, letter or memorandum that Company may issue in respect of this Agreement. Notwithstanding any other provision of this Agreement, each party may disclose the terms of this Agreement: (a) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like; (b) in confidence, to accountants, banks, attorneys and financing sources and their advisors; and/or (c) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement. With the exception of tax authorities, you will inform those to whom you disclose Tax Advice that they may not rely on it for any purpose without our prior written consent. Some tax-related discussions with our personnel who are Federally Authorized Tax Practitioners may be protected from disclosure in certain non-criminal matters before the U.S. Internal Revenue Service or in Federal court. You are solely responsible for managing the recognition, establishment and maintenance of this protection, and for informing us if you wish to invoke this protection.

6.5 Record Retention.  We keep files and workpapers, including income or payroll tax returns, relating to four (4) tax years after which time they will generally be destroyed. We, however, reserve the right to retain certain files and workpapers for a longer time period at our sole discretion without any notice or permission. To the extent we receive any of your original documents or records during the engagement, those documents will be returned to you promptly upon completion of the engagement or at a time arranged by you, and you will provide us with an acknowledgement for the return of such records. We reserve the right to charge for postage related to the mailing of original documents.

7. Deliverables
7.1. Defined. The term “Deliverables” means any information, advice, recommendations or other content of any tax returns, reports, opinions, letters, memoranda, presentations or other documentation or communications we have agreed to provide under this Agreement.

7.2 Rights. Subject to the terms and conditions of this Agreement, Company grants Client a limited, non-transferable (subject to Section 10.8), non-sublicensable, nonexclusive right to use and reproduce the Deliverables solely for Client's internal business use. Except as expressly granted in this Article, Company retains all right, title and interest in and to all Company Deliverables. The balance of our engagement file, other than a copy of your income tax return or other Deliverables, which will be provided to you at conclusion of the engagement, is our exclusive property, and we may provide copies of such documents or records at our sole discretion. If we receive a request from a third party (including a subpoena, summons or discovery demand in litigation) requesting the production of any of your information, we will bill you for our time and expenses incurred in responding to the request. Charges may also apply, at our discretion, for any requests for us to provide an additional copy (or copies) of the Deliverables, including tax returns or other documents.

7.3 Use Restrictions. Client shall not itself, or through any affiliate, agent, or third party: (a) sell, lease, license, sublicense, distribute or otherwise provide to any third party or any other person the Deliverables, in whole or in part; (b) modify or create derivative works of the Deliverables; (c) use or reproduce the Deliverables, except as specifically permitted under this Agreement; or (d) use the Deliverables to provide services to any third party. Client shall not remove, alter, cover or obfuscate any patent, copyright, trademark or other proprietary notices, labels or marks of Company or its licensors on or in the Deliverables. Client shall promptly notify Company of any unauthorized use, disclosure, reproduction, or distribution of the Deliverables, which comes to Client's attention, or which Client reasonably suspects.

8. Warranty Disclaimer
COMPANY DOES NOT MAKE ANY OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER ORAL OR WRITTEN, WHETHER EXPRESS, IMPLIED, OR ARISING BY STATUTE, CUSTOM, COURSE OF DEALING OR TRADE USAGE, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, IN CONNECTION WITH THIS AGREEMENT. COMPANY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE DELIVERABLES OR ANY SERVICES PROVIDED UNDER THIS AGREEMENT WILL MEET CLIENT'S REQUIREMENTS OR THAT DEFECTS IN THE DELIVERABLES WILL BE CORRECTED.

9. Limitation of Liability
9.1. The provisions of this Article 9 shall apply to the fullest extent of the law, whether in contract, statute, tort (such as negligence), or otherwise. This Paragraph shall survive termination or expiry of the engagement. The provisions of this Paragraph are not applicable to the extent that mandatory provisions of applicable regulatory bodies prohibit a professional tax advisor from limiting liability.

9.2 Client agrees that Company shall not be liable to the Client for any claims, liabilities, or expenses relating to this Agreement for an aggregate amount in excess of the fees paid by the Client to Company pursuant to this Agreement, except to the extent finally judicially determined to have resulted from the bad faith or intentional misconduct of Company.

9.3 In any action, claim, loss or damage arising out of the engagement, the Client agrees that Company’s liability will be several and not joint and several and the Client may only claim payment from Company of Company’s proportionate share of the total liability based on the degree of fault of Company as finally determined by a court of competent jurisdiction.

9.4 The Client agrees to indemnify and hold harmless Company and its directors, officers, partners, employees, subsidiaries and affiliates from and against any and all claims, damages, costs, charges, liabilities and expenses claimed by any third party relating to the services provided by Company except to the extent finally judicially determined to have resulted from the bad faith or intentional misconduct by Company.

9.5 EXCEPT FOR ANY BREACH OF ARTICLE 6 OR SECTION 7.2, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, REVENUE OR PROFITS, HOWEVER CAUSED AND ARISING UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE NET AMOUNT COMPANY HAS ACTUALLY RECEIVED FROM CLIENT UNDER THE SERVICE SPECS APPLICABLE TO SUCH CLAIM.

10. Miscellaneous
10.1 Independent Contractors. The relationship of the parties under this Agreement is that of independent contractors. Neither party will be deemed to be an employee, agent, partner, franchisor, franchisee nor legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other.

10.2 Non-Solicitation. Client acknowledges and agrees that the employees of Company who perform the Services are a valuable asset to Company and are difficult to replace. Accordingly, during the term of this Agreement and for a period of one (1) year thereafter, Client shall not solicit, whether directly or indirectly, the employment of any Company employees without the prior written consent of Company. If Client violates this Section 10.2, the parties agree that Client shall pay to Company 100% of the employee’s or contractor’s current annual salary, including any bonuses, as liquidated damages. The parties further agree that precise monetary damages for Client's violation of this Section 10.2 would be difficult to ascertain and that the foregoing sum represents a fair and conservative approximation of cost of recruitment, hiring and training that would be incurred by Company.

10.3 Subcontractors. Company may, in its sole discretion, use third party contractors to fulfill its obligations under this Agreement.

10.4 Notices. Any notice, other than a Change Order, required or permitted under the terms of this Agreement or required by law must be in writing and must be delivered (a) in person, (b) by first class registered mail, or air mail, as appropriate, posted and fully prepaid to the appropriate address set forth in the preamble to this Agreement, or (c) via email. Notices will be considered to have been given at the time of actual delivery in person, four (4) business days after deposit in the mail as set forth above, or upon receipt of email confirmation. Either party may change its address for notice by notice to the other party given in accordance with this Section.

10.5 Governing Law. This Agreement will be interpreted and construed in accordance with the laws of the State of California, United States, without regard to conflict of laws principles.

10.6 Assignment. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by either party, in whole or in part, whether voluntarily or by operation of law, including by way of sale of assets, merger, consolidation or otherwise, without the prior written consent of the other party; provided Company will have the right to assign this Agreement without the prior written consent in the event of a transfer to a Company affiliate. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Any assignment in violation of this Section 10.6 will be null and void.

10.7 Waiver. Any waiver of the provisions of this Agreement or of a party's rights or remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed as a waiver of such party's rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party's right to take subsequent action. No exercise or enforcement by either party of any right or remedy under this Agreement will preclude the enforcement by such party of any other right or remedy under this Agreement or that such party is entitled by law to enforce.

10.8 Severability. If any provision or portion thereof, of this Agreement is found to be invalid, unlawful or unenforceable to any extent, such provision of this Agreement will be enforced to the maximum extent permissible by applicable law so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. The parties will negotiate in good faith an enforceable substitute provision for any invalid or unenforceable provision that most nearly achieves the intent and economic effect of such provision.

10.9 No Third-Party Beneficiaries. The parties hereto expressly agree that there are no third-party beneficiaries of this Agreement.

10.10 Force Majeure. Neither party will incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the reasonable control and without negligence of the parties. Such events, occurrences, or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, failures of the Internet, earthquakes, fire and explosions, but the inability to meet financial obligations is expressly excluded.

10.11 Entire Agreement. This Agreement (including the Exhibits and any addenda hereto signed by both parties) contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. No terms, provisions or conditions of any purchase order, acknowledgement or other business form that either party may use in connection with the transactions contemplated by this Agreement will have any effect on the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of a receiving party to object to such terms, provisions or conditions. This Agreement may not be amended, except by a writing signed by both parties.

10.12 Execution. This Agreement may be executed and delivered by facsimile, electronic transmission, or electronic signature (“Facsimile Signature”) and the parties agree that such Facsimile Signature execution and delivery will have the same force and effect as delivery of an original document with original signatures, and that each party may use such Facsimile Signatures as evidence of the execution and delivery of this Agreement by all parties to the same extent that an original signature could be used. IN WITNESS WHEREOF, the parties by their duly authorized representatives have executed this Agreement as of the Effective Date.

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