Tax Consulting Services

TAX CONSULTING SERVICES AGREEMENT

This Tax Consulting Services Agreement (Agreement) is entered into by and between the parties identified below on the Effective Date. The parties agree as follows.

Parties and Effective Date

Client Name:

Consultant Name:

Effective Date:

Scope of Services

Consultant will provide tax consulting services to Client as described below. Services shall include preparation, review, analysis, planning guidance, representation in communications with taxing authorities when expressly retained for such representation, and related advisory services as set out in this Agreement.

Term and Termination

This Agreement commences on the Effective Date and continues until the completion of the Services or earlier termination as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Termination shall not relieve Client of obligations to pay for Services performed and expenses incurred through the effective date of termination.

Fees, Billing and Expenses

Client shall pay Consultant the fees and reimburse Consultant for reasonable, documented out-of-pocket expenses incurred in performing the Services as set forth below.

Consultant is authorized to incur reasonable expenses on Client's behalf only if preapproved in writing. Unpaid balances shall accrue interest at the rate specified in the Fees description or, if none, at 1.5% per month.

Taxpayer Identification and Certification

The following taxpayer identification information is provided for the purpose of engagement administration, billing, and any required tax reporting.

Entity Type (select applicable):

Individual / Sole Proprietor C Corp S Corp

Partnership Trust / Estate LLC Other

Taxpayer Identification Number: Provide either Social Security Number (SSN) or Employer Identification Number (EIN).

Certification and Perjury Statement

By signing below, the taxpayer certifies, under penalties of perjury, the following:

1. The Taxpayer Identification Number provided above is the correct taxpayer identification number of the person identified as Taxpayer on this Agreement.

2. The taxpayer is not subject to backup withholding under applicable law, unless the taxpayer has been notified that she or he is subject to backup withholding due to a failure to report all interest or dividends.

3. The taxpayer is a U.S. person (including a U.S. resident alien).

4. The taxpayer authorizes Consultant to use the Taxpayer Identification Number for invoicing and any required internal reporting and to disclose necessary information to taxing authorities only as required by law or as necessary to perform the Services.

5. The taxpayer acknowledges that Consultant is rendering consulting and advisory services and is not providing legal advice unless separately engaged to do so. The taxpayer has the authority to execute this certification and to provide the information contained herein.

Confidentiality; Records

Consultant will maintain as confidential all nonpublic information obtained from Client in connection with the performance of the Services, except as otherwise required by law, legal process, or as reasonably necessary to carry out the Services. Client acknowledges and agrees that Consultant may retain and use copies of work product and file materials consistent with professional retention practices.

Limitation of Liability; Indemnification

Consultant's liability to Client for any claim arising under or relating to this Agreement shall be limited to direct damages not to exceed the total fees paid to Consultant under this Agreement during the 12 months preceding the event giving rise to the claim. In no event shall Consultant be liable for lost profits, punitive, special or consequential damages. Client agrees to indemnify and hold Consultant harmless from claims arising from Client's failure to provide complete or accurate information or from Client's use of the advice without proper reliance.

Notices

All notices, requests, demands and other communications under this Agreement shall be in writing and delivered to the addresses provided below.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflict of laws principles.

Disputes arising out of or relating to this Agreement shall be resolved by binding arbitration if mutually agreed in writing; otherwise, disputes shall be adjudicated in the state and federal courts located within the Governing State.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. Any amendment must be in writing and signed by the party to be charged.

By signing below, the taxpayer acknowledges receipt of the Services described herein (unless otherwise limited), certifies the accuracy of the Taxpayer Identification information provided, understands the terms and limitations of this Agreement, and attests under penalty of perjury to the statements set forth in the Certification and Perjury Statement.

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