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.”

Recitals

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.

Agreement

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:

1. Engagement.

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.

2. Service
   The scope of “Services” to be provided by Occams under this Agreement is limited to:
1. Occams will review the financial and tax documents Client provides to ensure that it has all reasonably necessary documents to process the claim for the Credit on Client’s behalf.
2. Occams will use the data Client provides to calculate the amount of the Credit
3. Occams will submit the proposed Credit claim and calculations to the Client for review and approval.
4. Upon approval from Client, Occams will file the necessary documents required by the Internal Revenue Service on Client’s behalf.
5. Occams and Providers shall rely upon all representations made by the Client, including, but not limited to, previous credits and other relief or benefits obtained by Client in assessing Client’s eligibility for the Credit.
6. Client agrees, at Occams’s option, to allow Providers to monitor the status of the Credit. Client will not be charged an additional fee for such services. Client agrees to complete and execute all authorization documents requested for such monitoring.

3. Exclusions

The Services will not include the following:

1. representation before the IRS or other governmental entity.
2. verification of Client’s representations or documentation
3. verification of Client’s information for accuracy, completeness, errors, fraud, or theft.
4. identification or communication of deficiencies in Client’s internal controls;
5. state, local, or federal audit support; and
6. legal and general tax advice to Client.
4. Client Obligations and Representations:

Client represents and agrees to the following:

1. provide true and complete information to Occams.
2. retain Occams to exclusively to provide the Services.
3. provide any supplemental information reasonably required.
4. indemnify and hold harmless Occams from any claim arising from Client’s production of false or misleading information, as further described below; and
5. properly report all credits already received, such as unemployment benefits.
5. Fees and Payments.

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 

 20% of the gross Credit due before filing. Client will not require financing.

Option 2 

 20% of the gross Credit due before filing. Client will require financing through a Provider. Client understands that the Client will be invoiced the Service Fees and is responsible to pay the invoiced amount within three (3) days of funding.

Option 3 

 25% of the gross Credit due when Credit is issued by the IRS. If this option is chosen, Client agrees to sign up with a complementary tax credit monitoring service through a Provider to monitor Client’s Credit claim.

6. Confidentiality; Original Documents.

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.

7. Representations and Warranties.
1. Occams represents and warrants that Occams shall perform the Services in a professional and workmanlike manner.
2. Client represents that it understands that Occams’ Services to Client hereunder are not exclusive to Occams and Occams shall be free to furnish similar services to others, including other third parties who may be competitors of Client.
3. Client represents and warrants that no other person is providing Client with Services.
4. Client represents that it understands that any potential Credit identified by Occams is based on the information and documentation provided by the Client. Occams and Providers do not purport to provide any legal or professional tax advice outside of the calculated value of the Credit.
5. Client represents that it understands that Occams makes no guarantees concerning the Credit and that Occams cannot control or determine whether the IRS will allow or disburse any Credit.
6. Client represents and warrants that it will be truthful with Occams and will cooperate with all of Occams’ reasonable requests within a timely manner.
7. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION, NEITHER OCCAMS NOR ANY OTHER PERSON ON OCCAMS’S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTAION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE OR OTHERWISE, ALL OF
8. Limitation of Remedies

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.

9. Indemnification

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.

10. Severability

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

11. Modification; Waiver

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.

12. Mediation and Jurisdiction

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.

13. Attorney’s Fees

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.

14. Entire Agreement

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.