STANDARD TERMS OF BUSINESS

1. NATURE OF AGREEMENT: This document is the written contract for fees. DAS Accounting Tax Services USA (hereinafter “DAS”) agrees to provide corporate structure advice to its clients (hereinafter “the Client”) based on the terms set forth herein, at paragraph 3 below. Only a writing signed by the parties can modify this retainer agreement (“Agreement”).

2. AGREEMENT AS A CONDITION: DAS will have no obligation to provide services to the Client until DAS has received a copy of this Agreement fully signed by the Client, and DAS has received any money due as a deposit or retainer under this Agreement. Money is not “received” under this Agreement until a check or other instrument is fully and properly honored and paid by the issuer. DAS may begin to render services prior to that point. If, for any reason, the Client or the undersigned decides not to sign the Agreement and not to retain DAS, or if money due is not received, the Client will still be obligated to pay the reasonable value of any services performed by DAS for the Client, including initial consultation meetings.

3. DAS’S DUTIES AND SCOPE OF REPRESENTATION: DAS will provide services to Client in connection with the proposed purchases, mainly being to a) provide corporate structuring advice tax purposes, b) liaise with legal counsel to provide input on entity types and formation, c) to recommend separate tax counsel to agree on tax structuring If DAS and the Client agree to additional or more extensive representation, it is contemplated that a separate retainer Agreement will be signed, or that this Agreement will be modified in writing.

4. CLIENT’S DUTIES: The Client agrees to cooperate with DAS, to keep DAS reasonably informed of any developments which might affect any matters handled by DAS on account of the Client, to abide by this Agreement, to pay on time all amounts due for fees and expenses under this Agreement, including the initial deposit or retainer and any future amounts, and to keep DAS advised of the Client’s address, telephone number and whereabouts.

5. FEES: Services rendered by DAS on behalf of the Client will be billed at DAS’s prevailing hourly rates, as set forth in the attached schedule, which is incorporated by reference. The undersigned agrees to pay by the hour at DAS’s prevailing rates for time spent on the Client’s matter by DAS’s personnel, which includes CPA’s, tax preparers and bookkeepers

6. ESTIMATES. Some clients ask us for estimates of the fees and costs of work that they have requested that we perform. We will be happy to provide you with such estimates, but they will be just that – estimates. We do not guarantee the accuracy of estimated accounts, because the amount of time required to complete a matter is substantially dependent upon factors beyond our control. Accordingly, unless otherwise expressly agreed in writing by an officer at DAS, no written or oral statement regarding anticipated fees and costs in connection with a particular matter, whether expressly stated as an estimate or not, shall be deemed to limit our actual fees and costs in the matter.

7. NO GUARANTEE OF OUTCOME. We do not and cannot guarantee any outcome in a matter. Nothing in this Agreement and nothing in DAS’s statements to Client will be construed as a promise or guarantee about the outcome of the matter. DAS makes no such promises or guarantees. DAS’s comments about the outcome of the matter are expressions of opinion only, are neither promises nor guarantees, and will not be construed as promises or guarantees. The outcome of any matter is dependent on numerous factors, which make forecasting of results extremely difficult, if not impossible, to make.

8. POSSIBLE INSURANCE COVERAGE. Sometimes there is insurance coverage for claims, losses, damages, or other matters pertinent to the subject matter of DAS’s representation of you. Please advise if you wish DAS to offer advice concerning possible insurance coverage. Unless we expressly agree in writing, the scope of the services DAS will provide to you does not include advice concerning possible insurance coverage or tendering this matter to your insurance carriers, if any.

9. LIEN. You agree that we shall have a lien for all unpaid fees, costs, and disbursements on all claims or causes of action that are the subject of our representation of you. This lien shall attach to any recovery, whether by settlement, award, verdict, judgement, or other order.

10. TESTIMONY. If we are called upon to testify, to provide evidence, documents or information, or to assist in any way, in connection with any litigation, regulatory proceeding, arbitration, dispute, claim or tax matter in which you are involved, whether or not arising in connection with any matter assigned to us hereunder, you agree to pay for our services in this connection at our normal hourly rates as set forth above.

11. We will prepare your tax returns from the information which you will furnish to us. We will not audit or otherwise verify the data you submit, although it may be necessary to ask you for clarification of some of the information. It is your responsibility to provide all the information required for the preparation of complete and accurate returns. You should retain all the documents, cancelled checks and other data that form the basis of their returns. These may be necessary to prove the accuracy and completeness of the returns to a taxing authority. You have the final responsibility for the partnership tax returns and, therefore, you should review them carefully before you sign.

12. FILE RETENTION. All records sent to us will be scanned and digital copies retained for your records. It is our general policy to retain a client’s files for five years. After that time, you agree that we may destroy those files without notice to you unless you otherwise advise us in writing. You can request copies of these and these will be emailed or reprinted for your convenience. We reserve the right to shred any papers received unless expressly confirmed otherwise. This includes any records we hold for previous periods.

13. OUR WORK. Our work in connection with the preparation of your partnership tax returns does not include any procedures designed to discover deductions and/ or other irregularities, should any exist. We will render such accounting and bookkeeping assistance as determined to be necessary for the preparation of the partnership tax returns. The law provides various penalties that may be imposed when taxpayers understate their tax liability. If you would like information on the amount of the circumstances of their penalties please contact us.

14. TERMINATION. You may terminate our representation at any time. Subject to fulfilling our professional responsibilities, we reserve the right to withdraw as your advisors at any time. Notwithstanding such termination or withdrawal you shall remain obligated to pay fees, costs, and disbursements previously incurred. If you request that we transfer possession of your file to you or to a third party, such request shall be in writing, and you or the third party shall acknowledge receipt of the file in writing. You agree that we are authorized to retain a copy of the file for our use at your expense.

15. PAYMENTS. DAS requires a retainer of $10,000, which retainer shall be applied to hourly fees and costs advanced by DAS on behalf of the Client. All services will be billed at DAS’s regular hourly rates, as specified in the attached page “Billing Schedule and Policies.” The Retainer will be replenished in full by Client prior to the time any further services are rendered to the Client. Your returns may be selected for review by the taxing authorities. Any proposed adjustments by the examining agent are subject to certain rights and appeal. In the event of such government tax examination, we will be available upon request to represent you and will render additional invoices for the time and expenses incurred.

16. ARBITRATION. In the event of a dispute between you and us regarding fees and/or costs, the dispute may be arbitrated. Any other dispute related to or arising out of our engagement by you, or your or our performance of this agreement, including without limitation any claim for breach of contract, professional negligence, or breach of fiduciary duty shall be determined, settled and resolved by confidential arbitration conducted.

17. INTEREST: All outstanding fees due to this office shall incur interest at the rate of ten percent (10%) per annum if the fees are not paid within thirty (30) days of the date of the statement.

18. The Client and DAS have carefully read this Agreement and understand it. The Client acknowledges receipt of a fully completed and signed copy of this Retainer Agreement.

BILLING SCHEDULE AND POLICIES

Effective Date: January 1, 2024

Regular Hourly Billing Rates:
PARTNERS $650.00
CPA’s $400.00
TAX PREPARERS $250.00
BOOKKEEPERS $75.00

Time Included: DAS will charge the Client for all time spent relating to this matter. The personnel assigned to this matter may confer among themselves about the matter, as required. When they do confer, each person will charge for the time expended. Likewise, if more than one of DAS’s personnel attends a meeting, each will charge for the time spent. DAS will charge for travel time, both local and out of town. If personnel are required to be out of the office on your matter and are therefore unable to perform normal work on other cases, the Client agrees that DAS may charge for a minimum of eight hours for each day out of the office.

Changes In Rates: Hourly rates are reviewed periodically and adjusted to reflect changes in costs and changes in rates charged by other firms. Therefore, hourly rates charged may be increased during the pendency of the case.

Costs: The costs and expenses commonly include fees by other agencies, long distance telephone calls, messenger and other delivery fees, postage, outside photocopying and other reproduction costs, charges for computer research time, and other similar items. All costs and expenses will be charged at DAS’s cost.

Without limitation, costs include any or all of the following: Filing fees payable to federal and state government agencies and courts; Process server fees; Fees to experts for consultation, Messenger and mail expenses; Travel expenses; Photocopying charges at $0.20 per page.