Scope

This engagement will cover only the services listed in the Services Summary pursuant to their individual service terms and at the listed service fees.

We will not prepare any tax returns except those identified in the Services Summary, without your written request, and our written consent to do so. We will prepare your tax returns based upon information and representations that you provide to us. We will not audit or otherwise verify the data you submit to us, although we may ask you to clarify certain information. We will prepare the referenced tax returns solely for filing with the Internal Revenue Service ("IRS") and state and local tax authorities as identified. Our work is not intended to benefit or influence any third party, either to obtain debt or equity financing or for any other purpose.

You agree to indemnify and hold our Firm and any of its partners, principals, shareholders, officers, directors, members, employees, agents or assigns (collectively, "Firm," "we," "us," or "our") harmless with respect to any and all claims arising from the use of the tax returns, as well as the Firm's work product regardless of whether such work product derives from the Firm's tax returns, bookkeeping, payroll, communications, or other services for any purpose other than filing with the IRS and state and local tax authorities regardless of the nature of the claim, including the negligence of any party. The term "work product" shall include, without limitation, any and all documents, information, or advice provided in any way by the Firm in connection with its work.

You agree that you are not and will not be entitled to rely on any advice given to you by us unless your request for advice and our response are provided in a formal writing.

1. Timing of the Engagement

1.1. Taxes - So long as you make timely payments as required under this Agreement, we expect to begin the preparation of your return(s) upon receipt of this executed Agreement. In addition, you must provide us with a trial balance, and other supporting data agreed to above. Our services will conclude pursuant to paragraph 1.3.

1.2. Bookkeeping - So long as you make timely payments as required under this Agreement, we expect to begin providing bookkeeping services upon receipt of this executed Agreement along with the supporting access and data agreed to above. Our services will conclude pursuant to paragraph 1.3.

1.3. Termination - Notwithstanding anything herein to the contrary, with respect to ongoing or continuing services (for example but not limitation, bookkeeping services), the term of this engagement is indefinite unless terminated, which termination may occur at any  me by any party by giving written notice of same. Upon receipt of a termination notice, we will cease all work, except work required to wind down our engagement, if any (the fees for which you shall be responsible). However, termination shall not affect Client's payment obligations to the Firm, nor does termination terminate those duties and responsibilities under this Agreement which are continuing in nature.

i. Additionally, in addition to all non-monthly payments (e.g., hourly services, flat fee services, reimbursements, etc.) which you shall owe us, you must s ll pay all amounts which would have been owed to us as if you terminated us on the last day of the calendar month in which you terminate this engagement (for example not limitation, if you terminate on the first day of August, you must s ll pay all fees which would have been due had you terminated on the last day of August; therefore, to maximize value, we recommend terminating at the end of a calendar month).

ii. If you terminate this Agreement before a tax return or other tax document must be filed, we shall have no obligation to prepare, complete, or file such tax return or document, regardless of whether some of the services performed by us before you terminated this Agreement related to preparing such tax return or document.

iii. In the event of any termination, for any reason, any funds that the Firm has held as an advance retainer on fees and costs pursuant to these Provisions will be applied to the Client's final outstanding bill. Any retainers provided to the Firm that by mutual agreement and designation in the Agreement shall be deemed nonrefundable, and shall not be refundable upon termination to the Client under any circumstances.

iv. Our engagement as to any and all matters shall be deemed concluded once the Firm renders a final invoice for its outstanding fees and costs.

1.4 Transition Fee Upon Client Termination. If the Client elects to terminate this Agreement or any ongoing services hereunder, the Client shall remain responsible for payment of the fees for the following month after the date of termination. Such payment is required to cover the costs associated with the transition and conclusion of services, including but not limited to the completion of pending work, transfer of files, and coordination of professional responsibilities. Any questions, requests, or correspondence received from the Client after that period shall be billed at the Firm’s then-current standard hourly rates. Upon notice of termination, the Client shall have sixty (60) days to download or otherwise retrieve all data, records, and deliverables from the Firm’s client portal. After that period, all electronic files and stored data may be permanently purged from the Firm’s systems. Any subsequent retrieval of archived materials, if available, shall be subject to an additional archival retrieval fee of $500, payable prior to release of the requested information.

2. Extensions of Time to File Tax Returns

2.1. The original filing due date for your federal business income tax return is March 15th. The information needed to complete the tax returns must be received no later than February 5th so that the returns may be completed by the original due date. The original filing due date for your personal federal income tax return is April 15th. The information needed to complete the tax return must be received no later than March 5th so that the return may be completed by the original due date.

2.2. It may become necessary to apply for an extension of the filing deadline if there are unresolved tax issues or delays in processing, or if we do not receive all the necessary information from you on a timely basis. Applying for an extension of time to file may extend the time available for a government agency to undertake an audit of your return or may extend the statute of limitations to file a legal action.

2.3. All taxes owed are due by the original filing due date. In addition, extensions may affect your liability for penalties and interest or compliance with government or other deadlines.

2.4. To the extent you wish to engage our Firm to apply for extensions of time to file tax returns on your behalf, you must notify us of this request in writing. Our Firm will not file these applications unless we receive an executed copy of this Agreement and your express written authorization to file for extensions. In some cases, your signature may be needed on such applications prior to filing. Failure to timely file for an extension of time to file can result in penalties for failure to file tax returns, which accrue from the original due date of the returns, and can be substantial. We are available to discuss this matter with you at your request at our regular hourly fee if the need arises.

3. Penalties and Interest Charges

3.1. Federal, state, and local taxing authorities impose various penalties and interest charges for non-compliance with tax law, including, for example, failure to file or late filing of tax returns, and underpayment of taxes. You, as the taxpayer, remain responsible for the payment of all taxes, penalties, and interest charges imposed by taxing authorities.

3.2. We rely on the accuracy and completeness of the information you provide to us in connection with the preparation of your tax returns. Failure to disclose, or inadequate disclosure of income or tax positions, may result in the imposition of penalties and interest charges.

4. Professional Fees

4.1. If you are not enrolled in one of our fixed fee programs, we require an advance payment of $2,500.00 before beginning our work. If your advance payment has not already been made, please submit your payment with your executed Agreement. We will contact you via the e-mail address you provide (or mailing address, if no valid e-mail address is provided) to advise you when the returns are completed and available for filing. You agree that the advance payment is fully earned as of the date we provide you with this notice. Payment of the remaining balance will be due within 15 business days of the date of our e-mail or letter. Once we have verified receipt of your valid payment, we will either provide you with the completed returns for filing or file the returns electronically on your behalf.

Our professional fee for the services outlined above as hourly billing will be billed at our hourly rates of $385.00 for CPAs, $325.00 for EAs, $195.00 for accountants, paraprofessionals, and support staff. The time estimate is based upon the complexity of the work to be performed, and our professional  me, as well as out-of-pocket expenses. In addition, this fee depends upon the timely delivery, availability, quality, and completeness of the information you provide to us. You agree that you will deliver all records requested to our staff to complete this engagement on a timely basis.

4.2. Time performed for the services outlined above is billed in one-tenth hour (1/10) increments, rounded up for any portion of each one-tenth hour, at the rates set forth in the Agreement. The rates above may be adjusted, including increased, by the Firm in its sole discretion, and the Client will be notified in writing of any such change prior to any work being performed in connection with the Representation. Unless otherwise agreed set forth in the Agreement, regular rate adjustments occur after January 1 of a new calendar year and are effective as of January 1 of that year, and are communicated to the Client as set forth in the Agreement. Rates are set in accordance with and may be periodically revised based on market conditions from time to time. While the Firm bills  me as it believes justified for the services rendered, the Firm will always make an effort to provide its services in as efficient a manner as the circumstances permit. By signing this agreement, client acknowledges and agrees that it has been advised that it has the right to seek independent advice regarding the reasonableness of the firm's rates and retainers, and the client agrees that such rates and retainers are reasonable under the circumstances and in respect to applicable rules of professional conduct and law.

4.3. The Firm sends monthly paper and/or electronic (PDF) invoices for services and other charges as agreed in the Agreement, based on the Client's indicated preferences. An invoice is due upon receipt by the Client, and shall be paid by the Client in full within sixty (60) days of the date of the invoice in order to avoid additional service charges as set forth in these Provisions. If the Firm is holding an advance retainer per these Provisions, it will deduct the amounts owed from any advance retainer and provide a written accounting to the Client, and in the event that the fees and costs exceed the amount held in trust as an advance retainer, the Firm will send the Client a separate bill for any outstanding amounts, and may request that the original amount held in trust be replenished to that original balance in order to continue with the Representation. The Client shall have sixty (60) days from the date set forth on any invoice to contest in writing any items contained therein. Failure to contest any such amounts in writing within sixty (60) days shall constitute a waiver by the Client of any dispute as to such amounts, which shall then become final and binding for all purposes.

4.4. The Firm shall have a lien upon any and all property of the Client resulting from the Representation, including monies or assets held in trust, personal papers and legal documents which are in the possession of the Firm, until such time as all fees, expenses and costs due and owing to the Firm are paid by or on behalf of the Client. THE CLIENT AGREES THAT THE FIRM SHALL BE ENTITLED TO RECOVER FROM THE CLIENT ALL ATTORNEY FEES AND COSTS INCURRED IN CONNECTION WITH PERFECTING AND/OR ENFORCING ANY SUCH CHARGING LIENS.

4.5. All amounts not paid within 60 days of the invoice date shall accrue interest at the rate of one-half percent (1.5%) per calendar month, such rate shall apply in all cases, including both pre-judgment and post-judgment. In some cases, the Firm will require the Client to maintain a credit card on file with the Firm to secure payments of fees and costs in connection with the Representation. The Firm reserves the right to charge such credit card for any unpaid balances that are late (i.e., more than 60 days overdue) without further notice to you. The Client expressly authorizes the Firm to charge such credit card accordingly, and to execute and further documents necessary to effectuate such card as the Firm deems necessary. The Client also agrees to the fullest extent permitted under applicable law not to dispute any such charges and/or reverse the charges with the applicable credit card company and understands that doing so shall be a material breach of this agreement as well as a violation of Section 26 hereof.

4.6. We reserve the right to suspend or terminate our work for non-payment of fees. If our work is suspended or terminated, you agree that we will not be responsible for your failure to meet governmental and other deadlines, for any penalties or interest that may be assessed against you resulting from your failure to meet such deadlines, and for any other damages (including but not limited to consequential, indirect, lost profits, or punitive damages) incurred as a result of the suspension or termination of our services.

5. Electronic Data Communication and Storage

5.1. In the interest of facilitating our services to you, we may send data over the Internet or store electronic data via computer software applications hosted remotely on the Internet or clouds. Your confidential electronic data may be transmitted or stored using these methods. We may use third party service providers to store or transmit this data, such as providers of tax return preparation software. In using these data communication and storage methods, our Firm employs measures designed to maintain data security. We use reasonable efforts to keep such communications and data access secure in accordance with our obligations under applicable laws, regulations, and professional standards. We require our third-party vendors to do the same.

5.2. You recognize and accept that we have no control over the unauthorized interception or breach of any communications or data once it has been sent or has been subject to unauthorized access, notwithstanding all reasonable security measures employed by us or our third-party vendors. You consent to our use of these electronic devices and applications and submission of confidential client information to third party service providers during this engagement.

6. Client Portals

6.1. To enhance our services to you, we presently use ClientWhys Portal, a collaborative, virtual workspace in a protected, online environment. ClientWhys Portal allows for real-time collaboration across geographic boundaries and time zones and allows CPA Business Advisors, Inc. and you to share data, engagement information, knowledge, and deliverables in a protected environment.

6.2 You agree that CPA Business Advisors, Inc. has no responsibility for the activities of ClientWhys Portal and agree to indemnify and hold CPA Business Advisors, Inc. harmless with respect to any and all claims arising from or related to the operation of ClientWhys Portal. While ClientWhys Portal backs up your files to a third-party server, we recommend that you also maintain your own backup files of these records. You also agree to the same terms and conditions found in this section as to any and all other portal providers, including without limitation on QuickBooks Online, Hubdoc, ClientWhys, Practice Ignition, ProConnect Tax Online and QuickBooks Time.

7. Third Party Service Providers or Subcontractors

7.1. In the interest of enhancing our availability to meet your professional service needs while maintaining service quality and timeliness, we may use a third-party service provider to assist us in the provision of services to you. This provider has established procedures and controls designed to protect client confidentiality and maintain data security. As the paid provider of professional services, our Firm remains responsible for exercising reasonable care in providing such services, and our work product will be subjected to our Firm's customary quality control procedures.

8. Records Management – Record Retention and Ownership

8.1. We will return all your original records and documents provided to us at the conclusion of the engagement. Your records are the primary records for your operations and comprise the backup and support for your work product. Our copies of your records and documents are not a substitute for your own records and do not mitigate your record retention obligations under any applicable laws or regulations.

8.2. Workpapers and other documents created by us are our property and will remain in our control. Copies are not to be distributed without our prior written consent. Our workpapers will be maintained by us in accordance with our Firm's record retention policy and any applicable legal and regulatory requirements.

8.3. Our Firm destroys workpaper files after a period of three years. Catastrophic events or physical deterioration may result in damage to or destruction of our Firm's records, causing the records to be unavailable before the expiration of the retention period as stated in our record retention policy.

8.4. Working Paper Access Requests by Regulators and Others - State, federal and foreign regulators may request access to or copies of certain workpapers pursuant to applicable legal or regulatory requirements. Requests may also come in the form of peer review, ethics investigations or in the sale of the accounting practice. If requested, access to such workpapers will be provided under the supervision of Firm personnel. Regulators may request copies of selected workpapers to distribute the copies or information contained therein to others, including other governmental agencies.

i. If we receive a request for copies of selected workpapers, provided that we are not prohibited from doing so by law or regulation, we agree to inform you of such request as soon as practicable. You may, within the time permitted for our Firm to respond to any request, initiate such legal action as you deem appropriate at your own expense to limit the disclosure of information. If you take no action within the time permitted for us to respond, or if your action does not result in a judicial order protec ng us from supplying requested information, we may construe your inaction or failure as consent to comply with the request.

8.5. Summons or Subpoenas - All information you provide to us in connection with this engagement will be maintained by us on a strictly confidential basis. If we receive a summons or subpoena which our legal counsel determines requires us to produce documents from this engagement or testify about this engagement and we are not prohibited from doing so by law or regulation, we agree to inform you of such summons or subpoena as soon as practical.

i. You may, within the time permitted for our Firm to respond to any request, institute such legal action as you deem appropriate at your own expense to attempt to limit discovery. If you take no action within the time permitted for us to respond, or if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request. If we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our counsel, incurred in responding to such requests.

9. Brokerage or Investment Advisory Statements

9.1. If you provide our Firm with copies of brokerage (or investment advisory) statements and/or read-only access to your accounts, we will use the information solely for the purpose described in the scope of engagement section. We will rely on the accuracy of the information provided in the statements and will not undertake any action to verify this information. We will not monitor transactions, investment activity, provide investment advice, or supervise the actions of the en ty or individuals entering into transactions or investment activities on your behalf. We recommend you receive and carefully review all statements upon receipt, and direct any questions regarding account activity to your banker, broker or investment advisor.

9.2. THE CLIENT REPRESENTS AND WARRANTS TO THE FIRM, AND ACKNOWLEDGES AND AGREES, THAT THE FIRM SOLELY PROVIDES ACCOUNTING ADVICE IN ITS DISCRETION RELATED TO SECURITIES LAWS IN JURISDICTIONS IN WHICH IT IS LICENSED TO DO SO, AND: (A) IS NOT AN UNDERWRITER, BROKER-DEALER, INVESTMENT BANKER OR OTHERWISE ENGAGED IN THE BUSINESS OF EFFECTUATING TRANSACTIONS IN SECURITIES FOR COMPENSATION; (B) IS NOT REQUIRED TO BE REGISTERED UNDER ANY APPLICABLE LAW OR REGULATION AS A BROKER, DEALER OR INVESTMENT ADVISOR, OR AS A REGISTERED REPRESENTATIVE OF ANY BROKER-DEALER; (C) THE ACTIVITIES UNDERTAKEN IN THE COURSE OF THE REPRESENTATION, PURSUANT TO WHICH THE FIRM IS PAID ITS FEE, DO NOT VIOLATE, CONTRAVENE AND/OR ABROGATE ANY APPLICABLE LAW AND/OR REGULATION RELATED TO SECURITIES; AND (D) BY VIRTUE OF THE AGREEMENT AND THE REPRESENTATION, IS NOT AND SHALL NOT BE DEEMED TO BE PROVIDING ANY LEGAL OPINION RELATED TO ANY PARTICULAR QUALIFICATION, LEGALITY OR EXEMPTION OF ANY SECURITIES UNDER ANY APPLICABLE SECURITIES LAWS.

10. Other Income, Losses and Expenses

10.1. If you realized income, loss or expense from a business or supplemental income or loss, the reporting requirements of federal and state income tax authorities apply to such income, loss or expense. You are responsible for complying with all applicable laws and regulations pertaining to such operations, including the classification of workers as employees or independent contractors and related payroll tax and withholding requirements.

11. Accountant – Client Privilege

11.1. Internal Revenue Code §7525, Confidentiality privileges related to taxpayer communication, provides a limited confidentiality privilege covering certain tax advice embodied in taxpayer communications with federally authorized tax practitioners in certain limited situations.

11.2. This privilege is limited in several important respects. For example, this privilege does not apply to your records, which you are required to retain in support of your tax return. In addition, the privilege does not apply to state tax issues, state tax proceedings, private civil li ga on proceedings, or criminal proceedings. While we will cooperate with you with respect to the privilege, asserting the privilege is your responsibility. Inadvertent disclosure of otherwise privileged information may result in a waiver of the privilege. Please contact us immediately if you have any questions or need further information about this matter.

12. Management Responsibilities

12.1. While CPA Business Advisors, Inc. can provide assistance, you are responsible for management decisions and functions, and for designating an individual with suitable skill, knowledge or experience to oversee any services CPA Business Advisors, Inc. provides. You are responsible for evaluating the adequacy and results of the services performed and accepting responsibility for such services. You are ultimately responsible for establishing and maintaining internal controls, including monitoring ongoing activities.

12.2. The management of the company agrees not to make any employment solicitation to any CPA Business Advisors, Inc. employee without the express consent of the managing partner, Rhonda Reed. In the event such permission is granted and direct employment is contracted, CPA Business Advisors will be entitled to an employment fee of 200% of the employee's current salary, payable immediately upon employment.

13. Conflicts of Interest

13.1. If we, in our sole discretion, believe a conflict has arisen affecting our ability to deliver services to you in accordance with either the ethical standards of our Firm or the ethical standards of our profession, we may be required to suspend or terminate our services without issuing our work product.

14. Alternative Dispute Resolution

14.1. If a dispute arises out of or relates to this engagement letter including the scope of services engagement contained herein, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree to first mediate such dispute administered under the American Arbitration Association’s (“AAA”) Professional Accounting and Related Services Dispute Resolution Rules before resorting to arbitration, li ga on, or any other dispute resolution procedure. The mediator shall be Hon. Charles Roberts (ret.), or if same cannot serve as mediator, the mediator shall be selected by agreement of the parties. If the parties cannot agree on a mediator, a mediator shall be designated by the AAA. The media on will be conducted remotely or in Brevard County, Florida. The media on shall be confidential. The mediator shall not testify for either party in any later proceeding related to the dispute. No recording or transcript shall be made of the media on proceedings. The costs of any media on proceedings shall be shared equally by all parties.

15. Loss Limitation

15.1. CPA Business Advisors, Inc.'s liability for all claims, damages, fees, penalties, awards, judgments, interest, and costs of any type whatsoever arising from this engagement is limited to the sum of fees paid by you to CPA Business Advisors, Inc. for services rendered under this agreement for the matter for which you claim you have been damaged. The parties waive the right to seek any damages except for actual damages. Accordingly, punitive, special, consequential, incidental, and consequential damages are all waived.

15.2. You agree to indemnify, defend, and hold harmless CPA Business Advisors, Inc. and any of its partners, principals, shareholders, officers, directors, members, employees, agents or assigns with respect to any and all claims arising from this engagement, regardless of the nature of the claim, and including the negligence of any party, excepting claims arising from the gross negligence or intentional acts of the Firm.

16. Designation of Venue and Jurisdiction

16.1. We agree that the Eighteenth Judicial Circuit Court in and for Brevard County, Florida shall be the exclusive forum, venue, and jurisdiction over the parties and all disputes between us. We also agree that the law of the state of Florida shall govern all such disputes.

17. Proprietary Information

17.1. You acknowledge that proprietary information, documents, materials, management techniques and other intellectual property we use are a material source of the services we perform and were developed prior to our association with you. Any new forms, software, documents or intellectual property we develop during this engagement for your use shall belong to us, and you shall have the limited right to use them solely within your business. All reports, templates, manuals, forms, checklists, questionnaires, letters, agreements and other documents which we make available to you are confidential and proprietary to us. Neither you, nor any of your agents, will copy, electronically store, reproduce or make available to anyone other than your personnel, any such documents. This engagement le"er will apply to all materials whether in digital or “hard copy” format. Additionally, this agreement, the relationship between you and the Firm, and all communications between you and the Firm are confidential.

18. Waiver of Jury Trial

18.1. CLIENT AND THE FIRM HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY DISPUTE BETWEEN THEM.

19. Waiver of Class Action

19.1. ANY DISPUTE RELATED TO THE AGREEMENT OR BETWEEN CLIENT AND FIRM SHALL PROCEED SOLELY ON AN INDIVIDUAL BASIS AMONG THE FIRM AND THE CLIENT WITHOUT THE RIGHT FOR ANY CLAIMS TO BE LITIGATED ON A CLASS ACTION BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF OTHERS. JUDGMENTS SHALL BE LIMITED TO CLAIMS BETWEEN THE FIRM AND THE CLIENT, AND ANY VALID SUCCESSORS, HEIRS OR LEGAL ASSIGNS. CLAIMS MAY NOT BE JOINED OR CONSOLIDATED UNLESS AGREED TO IN WRITING BY THE FIRM AND THE CLIENT. NO JUDGMENT, DECISION, OR RULING SHALL HAVE ANY PRECLUSIVE EFFECT AS TO ISSUES OR CLAIMS IN ANY DISPUTE WITH ANYONE WHO IS NOT A NAMED PARTY TO THE PROCEEDING. THE COURT SHALL HAVE NO POWER OR AUTHORITY TO CONDUCT A CLASS-WIDE LITIGATION, PRIVATE ATTORNEY GENERAL LITIGATION, OR JOINED OR CONSOLIDATED LITIGATION. THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT TO THE FIRM TO ENTER INTO THE AGREEMENT AND TO PERFORM THEREUNDER.

20. Assignment

20.1. All parties acknowledge and agree that the terms and conditions of this engagement letter shall be binding upon and inure to the parties' successors and assigns, subject to applicable laws and regulations.

21. Severability

21.1. If any portion of this agreement is deemed invalid or unenforceable, that portion of this agreement shall be reformed as closely as possible to the original meaning, or if reformation is not possible, such portion such be excised, and in all cases, any such finding shall not invalidate the remainder of this engagement letter.

22. Entire Agreement

22.1. This engagement letter, including the Terms and Conditions Addendum and any other attachments, encompasses the entire agreement of the parties and supersedes all previous understandings and agreements between the parties, whether oral or written. Any modification to the terms of this engagement letter must be made in writing and signed by both parties.

23. Construction; Language

23.1. The headings in the Agreement (and the Scope(s) and these Provisions) are provided for convenience of reference only and shall not affect the construction of any text, and any reference to the singular shall also include a reference to the plural, and vice versa, as the context requires. The governing language of the Agreement is American English, and any questions of construction or interpretation of the Agreement will be resolved by reference to the American English language version. The Agreement shall not be construed against the Firm as the drafter hereof, and shall rather be construed as drafted by both the Firm and the Client. The Client shall pay its own fees and expenses, if any, incurred in connection with the negotiation, drafting and execution of the Agreement.

24. General

24.1. The Client represents and warrants to the Firm that it: (a) has the authority and ability to execute the Agreement and accept its terms and provisions; (b) fully understands its rights and obligations as set forth in the Agreement; (c) fully understands that it has a right to and should consult with independent counsel other than the Firm for legal advice regarding the Agreement; (d) fully understands that the Agreement represents a binding legal agreement to which the Client is a party; and (e) represents that no funds paid or to be paid to the Firm have been obtained by it as a result of any act recognized as being criminal by the laws of any jurisdiction.

25. Independent Counsel

25.1. THE CLIENT ACKNOWLEDGES AND AGREES THAT THE TERMS AND CONDITIONS OF THE AGREEMENT HAVE BEEN FREELY AND FAIRLY NEGOTIATED, AND THAT THE CLIENT HAS HAD THE OPPORTUNITY TO SEEK ADVICE OF INDEPENDENT COUNSEL IN RESPECT OF THE AGREEMENT. IN EXECUTING THE AGREEMENT, THE CLIENT HAS RELIED SOLELY ON ITS OWN JUDGMENT, BELIEF AND KNOWLEDGE, AND SUCH ADVICE AS IT MAY HAVE RECEIVED FROM ITS OWN INDEPENDENT COUNSEL, AND IT HAS NOT BEEN INFLUENCED BY ANY REPRESENTATION OR STATEMENT MADE BY THE FIRM OR ANY OF ITS STAFF. THE CLIENT FURTHER ACKNOWLEDGES THAT THE FIRM HAS EXPRESSLY ADVISED THE CLIENT NOT TO SIGN THE AGREEMENT IMMEDIATELY UPON RECEIPT, AND TO TAKE ITS TIME TO UNDERSTAND THE TERMS AND PROVISIONS OF THE AGREEMENT AND SEEK THE ADVICE OF INDEPENDENT COUNSEL.

26. Social Media

26.1. Client shall not at any time make, publish, or communicate to any person or en ty or in any public forum (including, but without limitation, social media) any defamatory, disparaging, or negative remarks, posts, reviews, comments, or statements (collectively, “Statements”) concerning Company or any of its businesses, operations, assets, products, services, prac ces, owners, officers, employees, consultants, or independent contractors. If Client violates this provision, Company shall be entitled to immediate entry of an injunction requiring Client to take all actions necessary to remove such Statements and prohibiting Client from making future Statements. Notwithstanding anything herein to the contrary, Company shall be entitled to recover all attorney's fees, costs, and other amounts incurred enforcing this provision, as well as the full cost of rehabilitating Company’s image, plus liquidated damages of $100.00 per day until such Statement(s) are removed.

27. Renewal and Price Adjustment.

27.1. This Agreement shall automatically renew on each anniversary of its Effective Date unless either party provides written notice of non-renewal at least thirty (30) days prior to such anniversary date. Upon renewal, all fees shall be subject to an annual adjustment based on the percentage change in the Consumer Price Index (CPI) published by the U.S. Bureau of Labor Statistics for the preceding twelve (12) months, with such increase not being less than four percent (4%) and not exceeding nine percent (9%).

28. Amendments.

28.1. By engaging our services, Client acknowledges and agrees to the Firm’s then-current Terms of Service as posted on our website at www.cpabusinessadvisors.com, which may be amended from time to time without notice. The most current version shall govern all ongoing services.

29. Security for Construction-Related Services.

29.1. To secure payment of all fees, costs, and charges due to the Firm in connec on with this engagement, the Client hereby grants the Firm a contractual lien and security interest in any project-related funds, retainage, or disbursements payable to the Client under any construction loan or related financing arrangement, whether now existing or hereafter arising. The Client further authorizes and directs any lender,  title company, or closing agent responsible for administering or disbursing construction or refinancing proceeds to pay all outstanding amounts owed to the Firm at or before closing or final disbursement. In addition, the Firm reserves the right to file a UCC-1 financing statement or similar notice to perfect its contractual security interest in accordance with Article 9 of the Uniform Commercial Code as adopted in the State of Florida. The Client agrees to execute and deliver any documents reasonably required by the Firm to effectuate and perfect such security interest. The Client acknowledges that failure to  mely pay the Firm’s invoices shall en tle the Firm, in its sole discre on, to suspend services, retain all project-related work product un l payment is made, and pursue all contractual, equitable, and statutory remedies available under Florida law, including the recovery of interest, costs, and attorney’s fees incurred in collection. The Contractor hereby acknowledges and agrees that any rights it may have to payment, retainage, or lien claims related to the Project shall be subordinate and junior to the Firm’s contractual lien and security interest in project-related funds arising under this Agreement. The Contractor expressly waives and subordinates the priority of any statutory or equitable lien it may assert against such funds or disbursements to the Firm’s rights un l all fees, costs, and expenses owed to the Firm have been paid in full. The Contractor agrees to execute any further documents necessary to evidence this subordination.