ERC Audit Advisory




Complete Legal Business Name (“You”)
State of Formation/Incorporation
Business Mailing Address
Estimated # of Eligible Employees
Full Name of Authorized Signatory
Authorized Signatory Mobile Phone
Name of Professional Employer Organization (“PEO”) (if applicable)

This ERC Audit Advisory Agreement and its schedules, attachments, exhibits, declarations and appendices hereto which are incorporated by reference (“Agreement”) is to confirm Occams Advisory, Inc.’s (“Our” or “We”) understanding of the terms of Our engagement and the nature and scope of the Services (as defined below) We will provide. Please read this letter carefully as it is important to Us that You understand and accept the terms under which We have agreed to perform the Services, as well as Your responsibilities under this Agreement.

  1. Recitals.You applied for Employee Retention Credit (ERC) through the Coronavirus, Aid, Relief and Economic Security Act (“CARES Act”) (“Program”) and the subsequent modifications and enhancements made to the Program through Consolidated Appropriations Act (“CAA Act”), American Rescue Plan (“ARP Act”) and Infrastructure Investment and Jobs Act (“IIJA Act”), cumulatively “the Acts”. You desire to retain Our Services (defined in Section B) to review Your ERC claim and give You a second opinion pursuant to the Acts and related guidelines.
  2. Services.We will review the financial, payroll, and other tax information and documents that may be necessary to perform the services outlined on the Statement of Work (SOW) attached hereto as Schedule B-A (“Services”). Services should not be construed as legal advice. If You are a client of a PEO, You understand that Our ability to best provide You with our Services will depend on Your PEO’s willingness to work with Us as Your agent.
  3. Data and Information.You agree to provide us with all information about Your business that we deem necessary in connection with the performance of the Services and for purposes of potential ERC under the Program. Such documentation includes but is not limited to those listed in Schedule B-E. You further agree to provide us with accurate, truthful information and to fully cooperate with us in order for us to provide our Services effectively.
  4. Scope.Our Services under the terms of this Agreement for fees as listed will be performed at our discretion given the facts You provide to us and according to the COVID-19 relief provisions as currently promulgated under the Acts and any other applicable regulations. Subsequent developments, new data coming to Us, or differences in the final guidance and regulations may affect the advice we may have previously provided. These effects may be material. This Agreement does not contemplate the preparation or reporting on financial statements. If an accountant’s report is required or desired, such services will be outside the scope of this Agreement.
  1. Your responsibilities for continued support. Upon receipt of any communication from the IRS or State tax administrative agency (together “Government”), You are responsible to perform or provide the following in order to preserve Our ability to provide You with Audit Support (as defined in Schedule B-F):
    1. Notify Us promptly, but in any event, no later than seven (7) calendar days with a copy of Your Government correspondence. If You give notice later that seven calendar days, additional charges may apply for the Audit Support portion of Our Services.
    2. If You wait longer than 15 calendar days, You waive Audit Support portion of Our Services
    3. Do not contact the Government, without first reviewing the matter with Us.
    4. Provide in a timely manner the information and documentation necessary to substantiate items in question so that We can prepare a support packet on Your behalf.
    5. Comply with the Audit procedure and strategy actions recommended by Us, including working with our third party service tax transcript service providers.
  2. Compensation You agree to pay Service Fees (defined in Schedule B-C) for Services according to Schedule B-C “Schedule of Fees.
  3. Term. This Agreement shall commence as of the date of Your signature below (“Effective Date”) and continue for 5 years from the date You or We filed the amended employment tax return claiming the ERC, unless earlier terminated according to the terms of this Agreement.
  4. Termination:
    1. Termination without Cause: This Agreement may be terminated by either party without Cause (defined in the next subsection) with ten (10) calendar days written notice to the other party. In the event You terminate the Agreement without Cause, You shall be responsible to pay Us $10,000. If You terminate the Agreement, You agree that You will pay such fees incurred within seven (7) calendar days of the effective date of termination.
    2. Termination for Cause. If either Party breaches the terms of this Agreement (“Cause”) then the non-breaching Party may terminate the Agreement for Cause after first giving the breaching Party ten (10) calendar days written notice of the breach with an opportunity for the breaching party to cure before the effective date of termination (“Cure Period”). If We terminate this Agreement for Cause (including for Your lack of cooperation as evidenced by lack of response or when a condition renders the completion of Our responsibilities under this agreement unreasonably diffcult), whether or not willful, for a period of longer than 10 calendar days, it will be deemed a termination by You without Cause and subject to the payment pursuant to the terms of this Agreement. If You terminate this Agreement for Cause, You will not pay the Service fee and the Retainer will be refunded to You.
    3. You understand that termination for either of the forgoing reasons will terminate Our obligation to provide You with any further Services under this Agreement.
  5. Specific Services. If applicable, we will assist You in preparing documentation that helps You substantiate Your eligibility for the ERC already filed, and we will provide You with reasonable support in the event clarifications are sought by the Government. The deliverables are not a guarantee and may not be relied upon as conclusively comprehensive since such administrative agency may ask for additional supporting documentation which You must retain per the guidance issued by Internal Revenue Service. Please see additional limitations and exclusions of our Services listed in Schedule B-F.
  1. Accuracy & Completeness. You represent and warrant to us that all information provided to Us will be accurate and complete to the best of Your knowledge. You further represent and warrant that We can rely, without independent verification, on the accuracy and completeness of the information provided. You guarantee the accuracy and completeness of all computations and documentations that You provide and that may be required by the IRS. You further represent and warrant that Your PEO, if applicable, will cooperate with Our reasonable requests until the obligations of both parties are satisfied. As Our Services are specific in nature, Our Services do not include a determination of whether the information You provide Us is free from errors, fraud, or noncompliance with Federal, State, and local laws and regulations that may apply to You.
  2. Work Product. Any work product We prepare is intended solely for Your use in accordance with the terms of this Agreement. Therefore, You agree not to distribute Our work to any other parties for any other purpose without Our written consent.
  3. Indemnification. You further agree to release and indemnify Us and Our personnel from any and all claims, liabilities, costs and expenses arising from this Agreement.
  4. Privacy & Information Sharing. In providing our Services, We may from time to time and depending on the circumstances and nature of the Services we are providing, share Your personal or confidential information with third-party service providers, some of whom may be cloud-based. We will take reasonable precautions in maintaining the confidentiality and security of Your information. We will use reasonable efforts to make the sharing of Your information with such third parties secure from unauthorized access, but we cannot guarantee complete security of electronic data when in transfer. We make no warranty, expressed or implied, on the security of electronic data transfers. We do not sell Your personal information. We reserve the right to record any of our audio and video conversations for quality and audit purposes. In select instances, these recordings might be shared on social media or in our marketing. You may notify Us with any opt-out requests by emailing Us at Such requests may take up to 30 calendar days to process.
  1. Consent to Electronic Communications. In connection with Our Services under this Agreement, We may communicate with You or others via email transmission or our Client Portal. We take reasonable measures to secure Your confidential information in Our email transmissions. However, 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 those emails from us will be properly delivered and read only by the addressee. THEREFORE, WE DISCLAIM AND WAIVE ANY AND ALL LIABILITY FOR INTERCEPTION OR UNINTENTIONAL DISCLOSURE OR COMMUNICATION OF EMAIL TRANSMISSIONS, OR FOR THE UNAUTHORIZED USE OR FAILED DELIVERY 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 SALES OR ANTICIPATED PROFITS, OR DISCLOSURE OR COMMUNICATION OF CONFIDENTIAL OR PROPRIETARY INFORMATION
  2. Records. We will keep records related to this engagement for at least 5 (five) years. However, We do not ask for or keep any original client records. If we need to see a copy for authentication or verification, we will return those to You at the completion of such authentication or verification. We will retain copies of Your records (which includes any work product We create) for possible future use, including potential examination by the Government. When storing Your information, We utilize third-party services of market-leading cloud-storage providers.
  1. Current Laws and Regulations. You understand that Our Services are based on the current tax laws, regulation, and authoritative tax guidance (collectively “Rules”) in effect at the time Our Services are provided. There may be subsequent changes to the Rules that might affect the outcome of Your case. Our Services are not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code (ii) promoting, marketing, or recommending to another party any transaction or tax-related matter, (iii) evading taxes, or (iv) in furtherance of a crime or fraud.
  3. Effect on Income Taxes. . You understand that the ERC claim You already made under the Program requires that You amend Your income tax return. You further understand that neither drafting nor filing the amended income tax return is included in the Services.
  4. Tax Audit. . You understand that the ERC claim You made under the Program may be audited and challenged by the Government, who may not agree with Your position. You further understand that Your submission in the Program is not binding on the Government or the courts and should never be considered a representation, warranty, or guarantee that the Government or the courts will concur with Your position. You will receive written legal opinion , informally referred to as a “Tax Memorandum”, from an independent, third-party attorney.
  5. Third Parties. Except as otherwise agreed, Services hereunder are intended solely for Your purposes and use, and this Agreement does not create privity between Us and any other person or party. This Agreement is not intended for the express or implied benefit of any third-party. No third-party is entitled to rely, in any manner or for any purpose, on any of Our Services except as otherwise agreed.
  6. Governing Law. The terms of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware. Any action brought by either Party shall be brought within the jurisdiction of Delaware, county of Kent.
  7. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth in this Agreement.
  8. Entire Agreement. This Agreement contains the entire agreement of the Parties, and no other agreement, statement, or promise made by any party hereto which is not contained herein shall be valid or binding. All prior understandings, written or oral, are superseded by this Agreement
  9. Conflicting Terms.Except as otherwise provided in this Agreement, if any provision contained in this Agreement is in conflict with, or inconsistent with, any provision in any of the Schedules or Appendices, the provision contained this Agreement will govern and control.

We appreciate the opportunity to be of service to Your company and believe this Agreement accurately summarizes the significant terms of our engagement. If You have any questions, please let us know.

If the foregoing is acceptable to You, please sign and date the original copy of this letter, and return to us in the enclosed envelope.


Schedule B-A1:


Our obligation under this Agreement is complete (“Completion of Work”) once we provide You the following three items:

  1. Analysis of the following two threshold issues that may disqualify Your business as an Eligible Employer:
    1. Analysis of whether You qualify as a Small Eligible Employer or Large Eligible Employer under the Program and notes to support the distinction between Your eligibility as either based on Your accurate full-time employee count for calendar year 2019.
    2. Analysis under the Controlled Group Rules. This will include providing You with documentation in support of the application of Controlled Group Rules, which states that an Eligible Employer, for purposes of the ERC, includesall members of an aggregated group that are treated as a single employerin accordance with the provisions of Section 2301(d) of the CARES Act, if applicable.
  2. Documentation of gross receipts demonstrating a significant decline in gross receipts (SDGR), if applicable, based on following rule:

    ‘the period during which there is a significant decline in gross receipts is determined by identifying the first calendar quarter in 2020 (if any) in which an employer’s gross receipts are less than 50 percent of its gross receipts for the same calendar quarter in 2019. The period during which there is a significant decline in gross receipts ends with the earlier of January 1, 2021, or the calendar quarter that follows the first calendar quarter in which the employer’s 2020 quarterly gross receipts are greater than 80 percent of its gross receipts for the same calendar quarter in 2019’;
  3. Detailed worksheets supporting ERC Calculation including the following:
    1. How ERC was calculated, and credit applied on a per-employee basis,
    2. Details of Your employees’ qualified wages during the eligibility period,
    3. Qualified health plan expenses added to eligible wages to calculate ERC,
    4. Adjustment for PPP and other federal relief programs
    5. Exclusion of payroll for family members of the majority owners.
Schedule B-A2:


Our obligation under this Agreement is complete (“Completion of Work”) once we provide You the following two items:

  1. Analysis of the following two threshold issues that may disqualify Your business as an Eligible Employer:
    1. Analysis of whether You qualify as a Small Eligible Employer or Large Eligible Employer under the Program and notes to support the distinction between Your eligibility as either based on Your accurate full-time employee count for calendar year 2019.
    2. Analysis under the Controlled Group Rules. This will include providing You with documentation in support of the application of Controlled Group Rules, which states that an Eligible Employer, for purposes of the ERC, includes all members of an aggregated group that are treated as a single employer in accordance with the provisions of Section 2301(d) of the CARES Act, if applicable
  2. Documentation to corroborate that You were an Eligible Employer:
    1. Referral to, cooperation, and payment to an independent attorney who will evaluate the facts and circumstances of Your particular case and provide You with a tax memorandum analyzing the issue of substantial authority to claim ERC based on of partial suspension of operations, including identification of governmental orders, analyzing nominal effect on a relevant part of Your business fully. This item is available if Your ERC was claimed under the assumption that Your business operations were fully or partially suspended for any calendar quarter for 2020 or 2021 as a result of governmental orders limiting commerce, travel, or group meetings due to COVID-19;


    2. Substantiation that You were eligible to be treated as a Recovery Start-up by the virtue of being a business that began carrying on a trade or business after February 15, 2020, and had average annual gross receipts of $1 million or less for the three years preceding the quarter for which You claimed the ERC;
Schedule B-C1:


Service Fee

Service Fee

$50 per unique Eligible Employee (as defined in the Program) per quarter

Adjustment to Service Fee

If there is a balance or credit due after reviewing the number of Eligible Employees, any balance on the Service Fee is due within 10 calendar days after the invoice date following the Completion of Work

Schedule B-C2:


Service Fee

Service Fee

$10,000 payable upon execution of the Agreement

Schedule B-E:


  1. Company Documents
    1. Duly executed IRS Form 8821 Tax Information Authorization
    2. Certificate or Articles of Incorporation
    3. Tax ID Number – Employee Identification Number (EIN) Issued by IRS
  2. Payroll Documents
    1. Payroll Tax Return Forms 941 or 943 for quarters – 2020: Q1-Q4 & 2021: Q1-Q4 (including all amendments)
    2. Payroll Registers for quarters – 2020: Q1-Q4 & 2021: Q1-Q4
    3. Healthcare Expenses per employee per payroll for 2020: Q1-Q4 & 2021: Q1-Q3 (if applicable)
    4. W-3 form for the years 2019, 2020 and 2021
  3. Business Income Tax Returns
    1. 2019 - Filed Federal Tax Return Form 1120, 1120-S or 1065
    2. 2020 - Filed Federal Tax Return Form 1120, 1120-S or 1065
    3. 2021 – Filed Federal Tax Return Form 1120, 1120-S or 1065
  4. Miscellaneous Documents
    1. Name(s) and ownership percentages of the owner(s) of the business
    2. Majority Owner(s)’ Photo ID
    3. Names of majority owner’s family members on payroll March 13, 2020 & September 30, 2021
    4. PPP Forgiveness - IRS Form 3508 for 2020 and 2021 (if applicable)
    5. Advance Payment of Employer Credits - IRS Form 7200 for the years 2020 and 2021
    6. Quarterly financial statements for gross receipts for each calendar quarter in 2019, 2020 & 2021, e.g. Income Statement download from QuickBooks.
    7. Owner declarations as requested by Us
  5. Any additional document as requested for your specific matter
Schedule B-F:


This Definitions, Limitations, and Exclusions of the Audit Advisory Agreement (“Schedule B-F”) is meant as a supplement of Audit Advisory Agreement (“Agreement”) entered into by You and Occams Advisory, Inc

  1. Definitions.
  1. Audit: Audit means a correspondence audit or Information Document Request (IDR) initiated by the Internal Revenue Service or state employment tax agency for the periods in which You engaged Our Services
  2. Audit Support: Audit Support means that We will provide You with up front documentation to support Your claim of qualifying for the ERC. This is a proactive measure in case You are selected for audit. You will be provided with an attorney’s tax memorandum explaining several factors which qualified You as an Eligible Employer per the Program guidelines’ provisions related to Full or Partial Suspension of Operations (FPSO). 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 during the Term of the Agreement.
  1. Limitations.
    1. We will not act as Your power of attorney before the IRS or State agency. Our services are meant to support You
    2. We do not provide legal assistance, nor will We represent You in Federal or State Court, including Tax Court
    4. We do not organize records nor do record keeping or bookkeeping for You.
    5. We do not aid with collection notices, except as otherwise included herein
    6. We will not provide Audit Support if You are in breach of any of the terms of Your Agreements with Us
    7. 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
    8. If You cause a delay in Our ability to provide You with Audit Support, You will be responsible for the added costs thereof
  1. Exclusions.
    1. 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
    2. Other Tax Returns– Our Audit Support is limited to providing Audit Support services for Returns that have been prepared and filed by Us
    3. 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
    4. 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
    6. Fraud –If You have had a civil or criminal fraud penalty assessed against You within the last 10 years, Audit Support is excluded
    7. Past Audits – iif You have had an audit within the last five (5) years resulting in changes made against You, Audit Support is excluded
    8. 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
    9. 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. 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
    10. Agreement Incorporated by Reference –The terms of the Agreement are incorporated by reference as though fully set forth herein.

 I accept terms & conditions.