ELA Tax Reduction Method Engagement Terms

Ed Lloyd & Associates, PLLC and it’s successors or assigns (“The Firm”) are pleased to provide Client (“Client”, “you”, “your”) with professional services outlined in the scope below. This letter and any other attachments incorporated herein (collectively, “Agreement”), confirm our understanding of the terms and objectives of our engagement and the nature and limitations of the services we will provide. The engagement between you and our firm will be governed by the terms of this letter and the enclosed engagement terms and conditions.

Scope Of Work

Overview Of Scope
These Engagement Terms is to confirm our understanding of the services to be rendered. We hope to better meet your expectations of service by clearly identifying the particular services to be provided and their frequency.

Please be assured that all information that you provide will be kept strictly confidential. During this engagement we may, on occasion, be required to consult with other third-party professionals at which time we would obtain your written permission to disclose your personal information.

The ELA Tax Reduction Method includes:

Tax Reduction Blueprint – Detailed tax reduction strategies we have identified for your business and individual tax returns

Tax Reduction Implementation Services – We will provide you guidance on how to implement the tax reduction strategies you have selected for the current year

Tax Reduction Accountability and Measurement Services – We will track the strategies you have implemented for the current year and hold you accountable to assist you in maximizing your tax reduction for the current year

If you request additional services outside the scope of this engagement, we will be happy to discuss these services and any related charges that may apply. Travel and other related expenses requested will be billed in addition to the tax plan amount disclosed above.

This is a contract between us and we will deliver the tax planning work detailed above; and you will assist us in the implementation of these strategies. You agree to give us access to the information we need to complete the tax planning work that you have requested.

Our liability for this engagement, regardless of how it arises, shall be limited to the fee for this engagement.

The recommendations must be properly implemented for you to get the tax savings that we identify. We will make this as efficient as possible for you, but we will need your help to complete those steps in a timely manner for you to receive all of the tax savings you are entitled to.

This plan and the investment for this plan will cover the tax savings identified and that we are able to implement this year. There are costs associated with the implementation of some of the strategies and we will review with you the implementation costs for each strategy. If there are additional planning opportunities uncovered we will discuss them with you in future planning engagements. We have determined over the years it is most productive to focus on the planning that can be implemented in the current year with one plan. Additional planning opportunities not covered in this engagement, that arise with business changes and with tax law changes will require additional planning that we will discuss with you as they become relevant to your situation.

I acknowledge and understand that I am retaining Ed Lloyd & Associates, PLLC for the purpose of a tax analysis and planning and that the firm does not provide legal advice, establish entities or prepare legal documents. We will not audit the figures provided and we will rely on your representations for your financial situation. This analysis is based upon current tax law. The Internal Revenue Service and state agencies have the ability to audit your tax returns and make any changes they deem necessary. We cannot warranty against audits or their outcomes only that we will to the best of our knowledge and belief provide you with tax planning suggestions that are applicable for your circumstances and that are based upon the current tax law. Future changes in the tax law may change current recommendations. If you agree that this letter adequately sets forth your understanding of our agreement, please check the box on the checkout page.

We will prepare the ELA Tax Reduction Blueprint (“Blueprint”) based upon the information that you provide to us. The Blueprint is a forward looking tax reduction tool designed to identify potential tax reduction strategies for you and your business. You are responsible for the accuracy of the information that you provide and take the information provided as accurate to prepare your Blueprint.

What We’ll Do

We will send a request and questionnaire to be able to complete our tax preparation activities and other activities defined you have engaged us to perform.

We will prepare your tax reduction blueprint and other services defined above on a timely basis.

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 tax plan.

What We Won’t Do
We will make no attempt to adjust the records to reflect Generally Accepted Accounting Principles or to reflect proper tax record keeping. 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, our tax reduction questionnaire and any other records or information that we may request, either at the inception or during the course of the engagement. Delay and/or repeated requests for missing information requests we send to you is considered outside of the scope of this engagement and may result in additional charges for the additional effort required to complete your work.

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 course of 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.

Services Outside the Scope of this Letter
Our services are priced to include the typical ongoing business operations of your business based upon your current level of activity unless noted otherwise in this agreement. You may request that we perform additional services that are not included in this engagement. If this occurs, we will communicate regarding the scope and as requested provide an estimated cost of these additional services. We will, at our discretion, either charge a deposit to begin the work or charge you during and upon completion of the work.

Examples of items outside of the scope of this engagement, unless defined as a service in the agreement, would include the sale of your business, the purchase of a new business, merger with another business, a business valuation, etc. The pricing for your services is based upon the typical ongoing operations of your business and events outside of this are unknown and not priced into your agreement. The same is true for accounting services. We have priced the engagement based upon your current level of operations, if there is a significant change or an event that is not part of your ongoing operations such as, training a new bookkeeper you hire for your business, accounting projects outside of typical monthly accounting activities, etc., this is not included in the current pricing for your services and there will be an additional charge for these services.

Retainer for Services – The investments detailed are a retainer of services. If our time exceeds the budget for your work, we will notify you and adjust the invoice for excess work required.

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 above.

Government inquiries
This engagement does not include responding to inquiries by any governmental agency or tax authority unless specifically detailed in your plan. If your tax return is selected for examination or audit, you may request that we assist you in responding to such 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 30 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 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.

Third-Party Service Providers
The firm may from time to time, and depending on the circumstances, use third-party service providers in serving your account. This may include accounting, tax, SAS business analysis and planning software. 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.

In the event that 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. Taxes are due on the due date of the return not including extensions, payments after this date are subject to applicable federal and or state interest and penalties.

Disclaimer of Legal and Investment Advice
Our services under this Agreement do not constitute legal or investment advice. We recommend that you retain legal counsel and investment advisors to provide such advice.

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 the tax returns prepared in connection with this engagement 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.

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 in the course of 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 may utilize client portals that are operated in a protected, online environment. These portals and third-party services 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. In order to use these services, you may be required by the provider 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 the service provider and agree to indemnify and hold us harmless with respect to any and all claims arising from or related to the operation of the service provider.

If you decide to transmit your confidential information to us in a manner other than a secure portal or other secured means, you accept responsibility for any and all unauthorized access to your confidential information.

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 Mecklenburg County, in the state of North Carolina.

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 North Carolina, 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 Mecklenburg County, North Carolina.

Government inquiries
This engagement does not include responding to inquiries by any governmental agency or tax authority unless specifically included in your plan. If your tax return is selected for examination or audit, you may request that we assist you in responding to such 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
Ed Lloyd & Associate, PLLC’s liability for all claims, damages and costs arising from this engagement is limited to 50% the total amount of fees paid by you for services rendered under this agreement for the preceding twelve months. 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 as limited to 50% of the totals fees paid in the preceding twelve months.

Limitation of Damages
Notwithstanding anything to the contrary in this agreement, Ed Lloyd & Associates, PLLC 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.

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 twelve months 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 Ed Lloyd & Associates, PLLC.

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 Client 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.

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, Ed Lloyd & Associates, PLLC may 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 commissions we make if you decide to buy something. Please do not spend any money on these products or services unless you feel you need them or that they will help you achieve your goals.

If you determine a charitable remainder trust, charitable foundation, holding company, installment sale or like-kind exchange is appropriate, we or a related party may receive a referral fee for up to 2.5% of the transaction amount. If you determine a leveraged/mineral/reconveyance/etc. deduction is appropriate, we or a related party may receive a due diligence fee for up to 15% of your contribution. If life insurance is utilized in any of your planning, we or related party may receive commissions from the life insurance company based upon the amount of premium as provided by the life insurance company. Other strategies not detailed above may also have referral fees.

Scope Of Work Fees

Fee Schedule
The plan in your agreement outlines the fees associated with our services.

This fee is 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 return deliverable. We do not release incomplete tax return deliverables.

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.

We require that all outstanding invoices be paid prior to releasing the completed tax plan deliverable. We do not release incomplete tax plan deliverables.

Rush Services

If you require a rush service to have a job completed in your agreement we may assess a rush charge. This would include not getting us all information required to prepare a tax return within 14 working days of a deadline.

Payment of Services

Your first monthly payment and one-time costs will be charged to your account as soon as we receive your acceptance. If you need any additional services, we will be glad to establish another agreement to assist you. Upon receipt, the billing will be initiated as detailed. Our services will cover the year ending December 31 unless noted otherwise.

IRS CIRCULAR 230 DISCLOSURE REQUIREMENT:
Our additional 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 and we inform you that any U.S federal income tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.

Entire Agreement

This engagement letter 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. This Agreement has been entered into solely between Ed Lloyd & Associates, PLLC and Client, and no third-party beneficiaries are created hereby.

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.

We appreciate the opportunity to be of service to you our Client. Your completion of the checkout page acknowledges your acceptance of these terms and conditions.

The analysis and communications in this engagement is covered under IRS §7525 and the privilege of confidentiality as provided under §7525 are applicable to this engagement.

Ed Lloyd & Associates, PLLC’s office is located at: 103 A Waxhaw Professional Park Drive, Waxhaw, NC 28173 (704-544-7600).