Audit Support Scope

A. Definitions

• Audit: Audit means a correspondence audit initiated by the Internal Revenue Service or state employment tax agency for the periods in which You engaged Our Services.
• Audit Support: Audit Support means that We will provide You with up front documentation to support Your qualifying for the ERC. This is a proactive measure in case You are selected for audit. If Your ERC claim is above a predetermined threshold as determined by Us, You may be provided with an attorney's tax memorandum or a statement of facts explaining several factors which qualified You as an Eligible Employer per the Program guidelines' provisions related to Full or Partial Suspension of Operations (FPSO) or Significant Decline in Gross Receipts (SDGR). Further, if You received a letter of inquiry from the IRS that requires an explanation for Your ERC eligible amounts, We will make Ourselves generally available for up to three (3) hours to assist You in Your response. Such Audit Support will be available for only those quarters in which You retained Our Services and will expire five (5) years from when We filed Your amended employment tax returns. Support for audits or letters of inquiry from the IRS or state and local tax authorities for anything other than Your ERC claim is not covered by this Agreement and excluded from the scope of Our audit support.
• Other Capitalized Terms: Capitalized terms used in this Audit Support Agreement but not defined herein will have the meanings set forth in the Engagement Letter for Consulting Services (“Agreement”).

B. Audit Support includes:

• Assist You with drafting responses to Audit-related written correspondence or written inquiries from the IRS
• Aid You in developing a strategy to work through the Audit.
• Two (2) hours of collection assistance is available on request if Your covered audit results in additional tax due.

C. Your Responsibility: Upon receipt of any communication from the IRS or State, You are responsible to perform or provide the following:

• Notify Us promptly, but in any event, no later than seven (7) calendar days with a copy of Your IRS correspondence. If You give notice later that seven calendar days, additional charges may apply.
• If You wait longer than 15 calendar days, You waive Audit Support services.
• Do not contact the IRS or State or local tax authority, without first reviewing the matter with Us.
• Provide in a timely manner the information and documentation necessary to substantiate items in question so that We can prepare Your Support
• Comply with the Audit procedure and strategy actions recommended by Us.

D. Limitations

• We will not act as Your power of attorney before the IRS or State agency. Our services are meant to support You.
• We do not provide legal assistance, nor will We represent You in Federal or State Court, including Tax Court.
• WE DO NOT PROVIDE ASSISTANCE IN DEFENDING YOU IN ALLEGATIONS OF CIVIL OR CRIMINAL FRAUD.
• We do not organize records nor do record keeping or bookkeeping for You.
• We do not aid with collection notices, except as otherwise included herein.
• We will not provide Audit Support if You are in breach of any of the terms of Your Agreements with Us.
• We are not responsible for out-of-pocket costs. If there are costs associated with the Audit Support services, You agree to pay them as they become due.
• If You cause a delay in Our ability to provide You with Audit Support, You will be responsible for the added costs thereof.

E. Exclusions

• Pre-existing Conditions - If the date on the notice of audit from the IRS or State is prior to the Date of filing Your Returns, such tax period will not be included within the scope of Audit Support services.
• Other Tax Returns - Our Audit Support is limited to providing Audit Support services for Returns that have been prepared and filed by Us.
• Large Businesses - Business entities with gross receipts exceeding $100 million and/or 10 partners/stockholders/ beneficiaries/members may have to pay additionally for Our Audit Support service.
• Ownership Interest in Other Tax Entities - If You have an ownership interest in a corporation, partnership, LLP, trust, estate, or tax shelter that are not included on the Agreement, Audit Support for that tax entity are excluded.
• IRS CRIMINAL INVESTIGATION (CI) - IF YOU ARE CURRENTLY UNDER INVESTIGATION BY IRS CI, YOU ARE EXCLUDED FROM AUDIT SUPPORT. WE WILL EXCLUDE ANY AUDIT IN WHICH CI ENTERS THE AUDIT.
• Penalties and Interest - Our Audit Support does not include penalty abatement claims although any penalties and interest assessed in connection with an erroneous tax assessment will automatically be abated by the IRS if Your contest is successful
• Other Taxes - Our Audit Support is limited to the type of returns managed by Us. All other Tax matters are excluded from Our Audit Support.
• Agreement Incorporated by Reference - The terms of the Agreement are incorporated by reference as though fully set forth herein.

F. Termination

We reserve the right to terminate this Audit Support provision upon Your breach of any provision of the Agreement or this Support Agreement or in the event that a condition renders the completion of Our responsibilities under this agreement unreasonably difficult to fulfil including Your use of abusive, inappropriate, or unprofessional language when communicating with Our staff members or representatives.