Limited Scope of Engagement
This engagement does not cover any services not specifically listed on the attached exhibit(s). If any additional items are needed then an addendum to the engagement letter will need to be created along with an additional fee structure.
Method of Communication
Five Stone Tax Advisers may communicate with clients by electronic mail or otherwise transmit documents in electronic form during the course of this engagement. Clients accept the inherent risks of these forms of communication (including the security risks of interception of or unauthorized access to such communications, the risks of corruption of such communications and the risks of viruses or other harmful devices).
In the event of a dispute between the parties which arises out of or relates to this contract or engagement letter, the breach thereof or the services provided or to be provided hereunder, and, if the dispute cannot be settled through negotiation, the parties agree that before initiating arbitration, litigation or some other dispute resolution procedure, they will first try in good faith to resolve the dispute through non-binding mediation. The mediation will be administered by the American Arbitration Association under its Dispute Resolution Rules for Professional Accounting and Related Services Disputes. The costs of any mediation proceedings shall be shared equally by all parties.
Except for direct damages arising out of personal injury or death, or damage to real or tangible personal property, provider’s liability under this agreement, whether arising out of breach of contract, tort or otherwise, will not exceed the total fees actually paid to provider by the client during the 12 month period preceding the date on which the claim arose.
Clients hereby indemnify Five Stone Tax Advisers and its partners, principals, employees and agents, and hold them harmless, from all claims, liabilities, losses and costs arising in circumstances where there has been a knowing or reckless misrepresentation. This indemnification will survive termination of this engagement letter.
Soliciting Five Stone Tax Advisers Personnel
You acknowledge that Five Stone Tax Advisers is involved in a highly strategic and competitive business. You would gain substantial benefits and Five Stone Tax Advisers would be deprived of substantial benefits if you were to directly hire any personnel employed by our firm. Therefore, except as otherwise provided by law, you agree that you will not, without our prior written consent, solicit the employment of Five Stone Tax Advisers personnel during the term of this engagement and for a period of one (1) year following the completion of our relationship. You also agree that measuring the damages to our firm resulting from your breach of this provision would be impracticable and that it would be extremely difficult to ascertain the actual amount of damages. Therefore, in the event you violate this provision, you shall pay Five Stone Tax Advisers an amount equal to $30,000 for non-exempt employees and $85,000 for exempt employees, as liquidated damages, within 30 days. The amount of the liquidated damages reflected herein is not intended as a penalty and is reasonably calculated based on the projected cost we would incur to identify, recruit, hire and train suitable replacements.
Consent to Disclosure of Tax Return Information
Federal law requires this consent form be provided to you. Unless authorized by law, we cannot disclose, without your consent, your tax return information to third parties for purposes other than the preparation and filing of your tax return. If you consent to the disclosure of your tax return information, Federal law may not protect your tax return information from further use or distribution.
You are not required to complete this form. If we obtain your signature on this form by conditioning our services on your consent, your consent will not be valid. If you agree to the disclosure of your tax return information, your consent is valid for the amount of time that you specify. If you do not specify the duration of your consent, your consent is valid for one year.
- Tax Return Information to be disclosed: Tax documents for the below
- Purpose for forwarding information: To assist in tax return preparation and planning for signatory and all related entities.
- Name and address to whom the information may be disclosed to: TOA Global U.S.A. 2869 Historic Decatur Rd. San Diego, CA 92106
- Duration of Consent: 1/1/2022 – 12/31/2023