SBA Paycheck Protection Program Services Engagement
Thank you for the opportunity to assist you in this matter. The purpose of this letter is to document our understanding of the professional services to be provided by Strive Tax & Accounting, LLC. (the “Firm”). The following paragraphs outline the terms and conditions of our SBA Paycheck Protection Program Engagement (the “Engagement”).
Nature, Purpose and Objective
The objective of the Engagement is to assist you in assembling documentation and financial data for your completion of loan forms and required schedules with regards to the application of the Paycheck Protection Program loan. While we might recommend a certain lender given our level of familiarity and experience, you are encouraged to seek all lending options.
Scope of the Engagement
We will not perform any services except those described above without your written request and our written consent to do so. If this occurs, we will communicate with you regarding the scope and estimated cost of these additional services. The Firm will not be an agent. Specifically, we will compile financial data to arrive at the payroll costs calculation; it is your responsibility to complete and execute the loan application.
The SBA Paycheck Protection Program has a loan forgiveness component; this Engagement does not include assisting with the loan forgiveness process. Should you require this assistance in the future, a subsequent engagement will be entered into.
Limitations of the Engagement
The Firm cannot guarantee loan commitment by a lender, and cannot guarantee loan terms including loan amount, interest rate or length of loan.
Project Staffing and Timing of Completion
We will begin work on the project at a mutually agreed upon date and expect to complete the Engagement within 3 days from the receipt of this signed engagement letter and all of materials in our information request list. If it appears at any time that our completion date will vary materially from the estimated time frame, we will notify you immediately.
In connection with this Engagement, we may communicate with you or others via email transmission. As emails 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 from us will be properly delivered and read only by the addressee. Therefore, we specifically disclaim and waive any liability or responsibility whatsoever for interception or unintentional disclosure of emails 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, 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.
Project Fee and Billing
Our fees for this engagement are not contingent on the results of our services, rather our fees for this engagement will be billed at our standard hourly rates which are based upon several factors including, but not limited to, labor involved, and skill level required to perform the agreed-upon services properly, unless special circumstances are in place, in which case an agreement in writing between the parties will address such adjusted costs. In addition, you agree to reimburse us for any out-of-pocket costs incurred in connection with the performance of our services.
Prior to commencing our services, we require that you provide us with a deposit in the amount of $400.00. The retainer will be applied against our final invoice, and any unused portion will be returned to you upon our collection of all outstanding fees and costs related to this engagement. We may submit periodic statements to you for fees incurred to date as our work progresses. All statement amounts are payable upon receipt.
Whenever possible, we will leverage the cost-efficiency of qualified tax associates and staff accountants to compile and assemble the necessary information. We are not acting in an agency capacity; rather we providing the information necessary for your completion of the loan application.
You agree to provide promptly, upon request, all financial and non-financial information and documentation deemed necessary by us in connection with the Engagement. Management will represent and warrant that all information and documentation provided is true, correct and complete to the best of your knowledge and belief. Management hereby agrees that we may rely upon such information and documentation without independent investigation or verification. You are primarily responsible for the accuracy and fair statement of any of the information provided to us by the Company throughout the Engagement. Our services cannot be relied upon to disclose errors, irregularities, or illegal acts, including fraud or defalcations that may exist.
Regardless of the location of your residence or business, the Outagamie County District Court, the State of Wisconsin, or the appropriate federal district court having venue, will have jurisdiction over all controversies that might arise regarding this Engagement agreement.
It is agreed by us that there are no other agreements or understandings between us relating to the subject matter of this Engagement and that it supersedes all prior engagement agreements and the like, either written or oral, that exist or might have existed. Neither this Engagement nor its execution have been induced by any reliance, representation, stipulation, warranty, agreement, or understanding of any kind other than those expressed in this Engagement. No change or modification of this Engagement shall be valid unless made in writing and signed by the parties.
Any dispute (other than our efforts to collect an outstanding invoice) that may arise regarding the meaning, performance or enforcement of this Engagement or any prior engagement that we have performed for you, will, prior to resorting to litigation, be submitted to mediation, and the parties will engage in the mediation process in good faith. The results of any such mediation shall be binding only upon agreement of each party to be bound. The costs of any mediation proceeding (other than professional fees incurred by each party) shall be shared equally by the participating parties.
Limitation of Liability
Our maximum liability relating to the services rendered under this proposal (regardless of form of action, whether in contract, negligence, strict liability in tort or otherwise) shall not exceed the amounts paid to us for the portion of its services or work products giving rise to the liability. In no event shall we be liable for consequential, special, incidental, indirect, exemplary or punitive loss, damage, or expenses (including but not limited to client loss of time, lost profits, money of goodwill, opportunity costs, etc.) even if we have been advised of their possible existence.
Limitation of Action
No action, whether based on contract, product liability or tort, including any action based on negligence, or any other legal theory arising out of the performance of this Engagement, may be brought by either party more than two (2) years after the party knew or should have known of the breach or damage (whichever is first), except that an action for non-payment may be brought within two (2) years of the date of the last payment.
In the event that we are or may be obligated to pay any cost, settlement, judgment, fine, penalty, or similar award or sanction as a result of a claim, investigation, or other proceeding instituted by any third party, then to the extent that such obligation is or may be a direct or indirect result of your intentional or knowing misrepresentation or provision to us of inaccurate or incomplete information in connection with this Engagement, and not any failure on our part to comply with professional standards, you agree to indemnify us, defend us, and hold us harmless as against such obligations. In the event we are required to respond to a subpoena, court order or other legal process for the production of documents and/or testimony relative to information we obtained and/or prepared during the course of this Engagement, you agree to compensate us at our hourly rates, as set forth above, for the time we expend in connection with such response, and to reimburse us for all of our out-of-pocket costs incurred in that regard.
You or the Firm may cancel this Engagement at any time by any form of written or electronic notice. If you cancel and we have performed any work prior to our receiving your cancellation notice, you agree to pay us for such work performed based upon our current rate schedule. We may use any deposits or payments already received and apply them to your account.
This engagement letter is contractual in nature and includes all relevant terms that will govern the engagement for which it has been prepared. The terms of this letter supersede any prior oral or written representations or commitments by or between the parties. Any material changes or additions to the terms set forth in this letter will only become effective if evidenced by a written amendment to this letter, signed by all parties.
If, after full consideration and consultation with counsel if so desired, you agree to authorize us to complete the above undertakings pursuant to the terms set forth above, please execute this letter on the line below designated for your signature and return the original of this executed letter to this office.
Thank you for permitting us to be of service. We value our relationship with you and hope you view us as your most trusted advisor. We will work to continue earning that trust.
Strive Tax & Accounting, LLC