John DeNicolo, CPA

Dear Client:

I and my staff appreciate the opportunity to work with you. To minimize the possibility of a misunderstanding between us I am setting forth pertinent information about the services we will perform for you.

We will prepare your current year and future year federal and state individual income tax returns from information you furnish us. We will not process them with an outside computer service. We will not audit or otherwise verify the data you submit although we may ask you to clarify some of the information. At your request, we will furnish you with a questionnaire to help you gather and organize the necessary information for us, in order to keep the fee to a minimum.

We must receive all information to prepare your return by March 23, to ensure that your return will be completed by April 15. If we have not received all of your information by March 23, and your return is not completed by April 15, you may be subject to late filing or late payment penalties. At your request, we will prepare appropriate tax filing extensions for you provided you have forwarded to us the necessary material enabling us to file a proper extension.

It is your responsibility to maintain, in your records, the documentation necessary to support the data used in preparing your tax returns, including but not limited to the auto, travel, sale of securities, entertainment and related expenses, and the required documents to support charitable contributions. If you have any questions as to the type of records required, please ask us for advice in that regard. It is also your responsibility to carefully examine and approve your completed tax returns before signing and either mailing or e-filing them to the tax authorities. We are not responsible for the disallowance of doubtful deductions or inadequately supported documentation, nor for resulting taxes, penalties and interest.

We are responsible for preparing only your personal income tax returns. The fee does not include responding to inquires or examination by taxing authorities. However, we are available to represent you and the fees for such services are at the standard rates and would be covered under a separate engagement letter. The fee does not include tax planning or tax consultation services. However, after April 15th I am available for meetings and the fee for such services is at the standard rate.

I will use my judgment to resolve questions in your favor where a tax law is unclear if there is a reasonable justification for doing so. Whenever I am aware that a possibly applicable tax law is unclear or that there are conflicting interpretations of the law by authorities (e.g., tax agencies and courts), I will explain the possible positions that may be taken on your return. I will follow whatever position you request, so long as it is consistent with the codes and regulations and interpretations that have been promulgated. If the IRS should later contest the position taken, there may be an assessment of additional tax plus interest and penalties. I assume no liability for any such additional penalties or assessments.

As your CPA, I collect:

As your CPA, I am required to keep all information about our engagement confidential, so I will not disclose any information about you unless I have your approval or are required/permitted by law. This applies even if you are no longer a client.

As your CPA, I am committed to the safekeeping of your confidential information and my staff and I maintain physical, electronic, and procedural safeguards to protect your information.

Federal law has extended the attorney-client privilege to some, but not all, communications between a client and the client's CPA. The privilege applies only to non-criminal tax matters that are before the IRS or brought by or against the U.S. Government in a federal court. The communications must be made in connection with tax advice. Communications solely concerning the preparation of a tax return will not be privileged.

In addition, your confidentiality privilege can be inadvertently waived if you discuss the contents of any privileged communication with a third party, such as a lending institution, a friend, or a business associate. We recommend that you contact us before releasing any privileged information to a third party.

If we are asked to disclose any privileged communication, unless we are required to disclose the communication by law, we will not provide such disclosure until you have had an opportunity to argue that the communication is privileged. You agree to pay any and all reasonable expenses that we incur, including legal fees, that are a result of attempts to protect any communication as privileged.

It is my policy to retain copies of your tax returns for seven years, after which they will be destroyed.

Fees for services will be at standard rates and out-of-pocket expenses. You can request an estimate of your fee prior to submitting your tax information. Payment for service is due when rendered and interim billings may be submitted as work progresses and expenses are incurred. I reserve the right to stop work on any account that is 30 days past due, in accordance with the above stated collection policy.

If any dispute arises among the parties, they agree to try first in good faith to settle the dispute by mediation administered by the American Arbitration Association (AAA) under its Commercial Mediation Rules. All unresolved disputes shall then be decided by final and binding arbitration in accordance with the Commercial Arbitration Rules of the AAA. Fees charged by any mediators, arbitrators, or the AAA shall be shared equally by all parties. IN AGREEING TO ARBITRATION, WE BOTH ACKNOWLEDGE THAT IN THE EVENT OF A DISPUTE OVER FEES, EACH OF US IS GIVING UP THE RIGHT TO HAVE THE DISPUTE DECIDED IN A COURT OF LAW BEFORE A JUDGE OR JURY AND INSTEAD WE ARE ACCEPTING THE USE OF ARBITRATION FOR RESOLUTION.

By signing below you agree to and accept the terms and conditions of this engagement letter. Further, you agree and accept that these terms and conditions will be in effect in future years or until you are so notified otherwise.

[Sign here]



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