Legal Accountant Letter

LEGAL ACCOUNTANT LETTER

This Legal Accountant Letter (the "Agreement") is made as of by and between Client Name: whose principal address is , and Accounting Firm: whose principal address is .

RECITALS

WHEREAS, the Client seeks accounting, review, and advisory services in connection with certain legal, regulatory, or transactional matters described below; and

WHEREAS, the Accounting Firm is duly qualified and authorized to provide such services and is prepared to perform the engagement under the terms and limitations set forth in this Agreement; and

WHEREAS, the parties desire to set forth in writing the scope, limitations, and conditions of the Accounting Firm's engagement.

NOW, THEREFORE

In consideration of the mutual covenants and agreements herein, the parties agree as follows:

1. ENGAGEMENT AND SCOPE

1.1 Engagement. The Client engages the Accounting Firm to perform accounting services as selected below and described in this Section, and the Accounting Firm accepts such engagement subject to the terms of this Agreement.

1.2 Services. The Accounting Firm will perform the following services (check all that apply):

Audit or attestation services Review of financial information Compilation of financial statements Tax preparation and advisory Forensic accounting or analysis

1.3 Description of specific task(s):

2. TERM AND EFFECTIVE DATE

This Agreement shall be effective as of the Effective Date identified above and shall continue until completion of the services described or earlier termination pursuant to Section 9.

Effective Date:

3. ACCOUNTANT STANDARDS AND PERFORMANCE

The Accounting Firm shall perform services in accordance with applicable professional standards. The Accounting Firm will exercise reasonable professional care and judgment, but will not be responsible for the detection of fraud or illegal acts except as required by applicable professional standards.

4. CLIENT REPRESENTATIONS AND RESPONSIBILITIES

The Client represents that all information, records, and documents furnished to the Accounting Firm will be true, complete, and accurate. The Client shall provide timely access to personnel, books, records, and other information reasonably required to perform the services.

5. DELIVERABLES AND TIMING

The Accounting Firm will deliver reporting, memoranda, workpapers, and opinions only to the Client or other recipients expressly agreed in writing. Any draft deliverable is subject to revision until final delivery and acceptance.

Target completion date:

6. FEES, EXPENSES AND PAYMENT

Fees will be billed on the basis set forth below and are due within thirty (30) days of invoice. The Client shall reimburse reasonable out-of-pocket expenses and applicable taxes.

7. CONFIDENTIALITY; USE OF WORK PRODUCT

Except as required by law or professional standards, the Accounting Firm will treat all nonpublic information received from the Client as confidential and will not disclose such information to third parties without the Client's prior written consent. Work product, including drafts, analyses, and working papers, remain the property of the Accounting Firm; the Client is granted a nonexclusive right to use final deliverables for the purposes expressly stated in this Agreement.

8. RELIANCE AND THIRD PARTIES

The Accounting Firm's analyses and deliverables are prepared solely for the use of the Client and expressly identified third-party recipients. The Accounting Firm will not assume responsibility to any other party for reliance on the services or deliverables unless expressly agreed in writing. The Client shall notify the Accounting Firm of any intended third-party recipient and the intended use.

9. LIMITATION OF LIABILITY; INDEMNIFICATION

The Accounting Firm's liability for any claim arising out of this Agreement shall be limited to direct damages not to exceed the fees paid to the Accounting Firm for the applicable services, except to the extent prohibited by applicable law. The Client agrees to indemnify and hold harmless the Accounting Firm and its personnel from third-party claims arising from the Client's breach of this Agreement, willful misconduct, or fraudulent acts.

10. TERMINATION

Either party may terminate this Agreement upon written notice if the other party materially breaches any provision and fails to cure within ten (10) days after receipt of written notice. Upon termination, the Client will pay for services performed and expenses incurred up to the effective date of termination and for reasonable wind-up costs.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

12. NOTICES

All notices, consents, and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by written notice to the other.

13. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment or modification to this Agreement must be in writing and signed by both parties. No waiver of any provision shall be effective unless in writing signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

ACKNOWLEDGMENT AND ACCEPTANCE

The undersigned authorized representatives of the parties acknowledge that they have read, understand, and agree to be bound by the terms of this Agreement and certify that they have authority to enter into this Agreement on behalf of the respective parties.

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