This Self Employment Tax Credit Services Agreement (“Agreement”) is entered into by the undersigned client (“Client”) and Occams Advisory (“Occams”), a Delaware corporation. Occams and Client may each be referred to herein as a “Party” and together as the “Parties.”
WHEREAS, Client believes Client qualifies for the COVID-19 Self Employment Tax Credit (the “Credit”) made available under the Families First Coronavirus Response Act (“FFCRA”), Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, and modified by the Consolidated Appropriations Act (2021).
WHEREAS, Client desires to hire Occams and its processing partners to assist Client in calculating and claiming the Credit. WHEREAS, Occams will rely upon information provided by Client in providing the Services outlined herein; and
WHEREAS, Occams will utilize its network of service providers (“Providers”) to provide support with certan aspects of providing Services, financing options, and tax credit monitoring (defined in Section 2) to Client.
NOW THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
Upon the terms and subject to the conditions hereof, Client hereby agrees to engage Occams to provide Client with the Services as defined in Section 2 of this Agreement, and to compensate Occams as outlined herein.
The Services will not include the following:
Client represents and agrees to the following:
The fee for Services outlined herein shall be an amount equal to a percentage of the gross Credit identified by Occams using information supplied by the Client (“Service Fee”). Please check the list below for the payment amount and options offered by Occams. Depending on the option chosen by the Client in this Section, the Service Fee will be due either at the time of filing or when the Credit is issued, regardless of whether Client has received a check from the IRS. Further, regardless of the amount of the credit, the Service Fee will be a minimum of $795. The Client understands that if the Client has past or current tax obligations, such existing obligations might reduce or eliminate the Credit in its entirety, such offset will not adjust the amount of the Service Fee.
Please check one:
Option 1
Option 2
Option 3
Client grants to Occams the right to access Client’s confidential information (“Confidential Information”), including business and personal documents, records, processes, intellectual property, financial information, financial statements, and any other relevant client information, to provide the Services. Client agrees to provide all Confidential Information to Occams necessary to provide the Services in a timely manner. Occams will hold all Confidential Information in such a manner as to reasonably protect the Confidential Information from being disclosed to third parties unless it has a reason to know such information relevant to the Services. Occams will not request original documents. Client must retain all original documents unless otherwise agreed in writing. Occams is under no obligation to store or otherwise retain Client’s Confidential Information or other Client files, and the Client is advised to retain its own paper and electronic version of all Client’s files, including without limitation, relevant source data, for at least six (6) years. Occams reserves the right to destroy, or otherwise dispose of, Client’s Confidential Information or other Client files in its possession at any time.
OCCAMS’S LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE FEE OCCAMS RECEIVED FROM CLIENT. IN NO EVENT SHALL OCCAMS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, OR THIRD-PARTY DAMAGES OR CLAIMS INCLUDING LOST PROFITS, LOST SAVINGS, LOST PRODUCTIVITY, LOSS OF DATA, AND LOSS FROM INTERRUPTION OF BUSINESS UNDER THIS AGREEMENT.
Client will indemnify and hold harmless Occams and its employees, directors, officers, agents, representatives, affiliates, parents, subsidiaries, members, managers, employees, successors, and assigns, against any claims, suits, actions, proceedings, judgments, awards, settlements, liens, losses, damages, injuries, fees, costs, sums, penalties, fines, charges, or expenses, whether actual or alleged, and whether civil, criminal, investigative, or administrative, arising from or related to this Agreement.
If a court of competent jurisdiction holds that any provision of this Agreement is invalid, illegal, or unenforceable, that holding shall not affect the validity of the other provisions of this Agreement, which shall remain in full force and effect, and this Agreement shall be construed as if the offending provision(s) had not been contained herein; however, indemnification provisions shall be construed so as to provide the broadest indemnification permitted by law
No part of this Agreement may be amended, modified, or waived unless such amendment, modification, or waiver is set forth in writing and signed by both Parties. A modification, amendment, or waiver of any one provision of this Agreement shall not be deemed to be a modification, amendment, or waiver of any other provision of this Agreement. The Parties agree that any waiver of a breach of any part of this Agreement constitute a waiver of any breach of any other part of this Agreement.
If a dispute arises from or related to this Agreement the Parties agree to attempt to resolve their dispute through informal, direct discussions before bringing suit. This Agreement will be governed and construed in all respects according to the laws of the state of Florida. Any action arising from or related to this Agreement shall be brought in the federal or state courts located in Sarasota County in the state of Florida.
In any action to enforce the terms of this Agreement, Occams will be entitled to recover its reasonable attorney fees and out-of-pocket costs incurred in connection with such action in addition to any other relief which may be awarded.
This Agreement constitutes the entire agreement and understanding between the Parties concerning the subject matter hereof and supersedes any prior Agreement or understanding relating to the subject matter of this Agreement, whether express or implied.