3. 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.
4. LIMITATION OF LIABILITY; DISCLAIMERS. OUR AGGREGATE MONETARY LIABILITY IS LIMITED TO $5,000. IN NO EVENT WILL WE BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, PUTATIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OR NON-PERFORMANCE OF THE OBLIGATIONS UNDERTAKEN IN THIS AGREEMENT. WE FURTHER DISCLAIM ALL CLAIMS TO ANY DATA SECURITY BREACHES THAT MAY OCCUR AS A RESULT OF OUR HOLDING YOUR INFORMATION. WE DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE SERVICES WE PROVIDE AND WE MAKE NO GUARANTEES OF RESULTS IN YOUR CASE.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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
11. 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.

Schedule B-A1:

STATEMENT OF WORK (CALCULATIONS)

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:

STATEMENT OF WORK (FPSO)

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;
      

      OR

   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-E:

DOCUMENTS REQUIRED FOR ERC AUDIT ADVISORY NECESSARY TO START THE PROCESS

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:

DEFINITIONS, LIMITATIONS, AND EXCLUSIONS OF THE AUDIT ADVISORY AGREEMENT

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.

2. 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
   3. WE DO NOT PROVIDE ASSISTANCE IN DEFENDING YOU IN ALLEGATIONS OF CIVIL OR CRIMINAL FRAUD
   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

3. 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
   5. IRS CRIMINAL INVESTIGATION (CI) – IIF YOU ARE CURRENTLY UNDER INVESTIGATION BY IRS CRIMINAL INVESTIGATIONS, YOUR MATTER IS EXCLUDED FROM AUDIT SUPPORT. WE WILL EXCLUDE ANY AUDIT IN WHICH THERE IS ANY CRIMINAL INVESTIGATION OF YOUR TRANSACTION
   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.