STANDARD TERMS AND CONDITIONS
Zhong & Sanchez Accountancy Corporation
These terms and conditions are incorporated into and made part of the engagement letter dated above, between Zhong & Sanchez Accountancy Corporation ("Z&S") and the client (the "Engagement Letter"). All capitalized terms used below and not separately defined are defined as in the Engagement Letter.
Services: Z&S will use reasonable efforts to perform the Services in accordance with applicable professional standards. Client will provide Z&S with all resources (physical and human) reasonably requested by Z&S to enable Z&S to perform the Services.
Fees and Expenses: Unless otherwise specified in the Engagement Letter, fees will be billed monthly, on the first day of each month.
Independent Contractor: Notwithstanding any other provision of these Standard Terms and Conditions and the Engagement Letter, Z&S is and will be an independent contractor and neither Z&S nor any of its employees, contractors and any others engaged by Z&S in providing the Services (collectively, “Z&S Service Providers”) is or will be an employee, agent, partner or joint venturer of Client. No Z&S Service Provider will bind or attempt to bind Client to any contract. Z&S shall accept any reasonable directions issued by Client consistent with the Services and the Engagement Letter, but Z&S and the Z&S Service Providers shall be solely responsible for the manner in which the Services are performed, the staffing of the Services and the time and place Services are rendered under the Engagement Letter. None of Z&S nor any of the Z&S Service Providers shall be eligible to participate in any of Client’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. Client shall not provide workers’ compensation, disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to Z&S or any of the Z&S Service Providers. Z&S shall comply at Z&S’s expense with all applicable provisions of workers’ compensation laws, unemployment compensation laws, national insurance and social security laws, foreign, US federal, state and local income tax laws, and all other applicable laws, regulations and codes relating to terms and conditions of employment required to be fulfilled by employers or independent contractors.
No Assurance of Business Results: Client acknowledges and understands that Z&S cannot and does not provide any assurance concerning the success of Client's business or financing efforts as a result of Z&S 's performance of the Services. Z&S undertakes only to provide the Services in accordance with applicable professional standards
Indemnification:
Z&S agrees to defend, indemnify and hold Client and its affiliates, and each of its and their respective officers, directors, agents, partners and employees, harmless from any and all damage, loss, liability, cost and expense (including, without limitation, reasonable attorneys' and accounting fees) resulting from any claim, demand, suit, investigation or other legal proceeding made by any third party (including any governmental authority) (each, a “Claim”) made against any such person that arises out of or results from (i) the gross negligence or willful misconduct of Z&S or any of the Z&S Service Providers in providing the Services (or any part thereof) or (ii) any breach of the Engagement Letter or these Terms and Conditions by Z&S or any of the Z&S Service Providers, except to the extent such Claim arises out of or results from Client’s gross negligence or willful misconduct.
Client agrees to indemnify and hold Z&S and its affiliates, and each of its and their respective officers, directors, agents, partners and employees, harmless from any Claim made against any such person that arises out of or results from the performance of the Services to the fullest extent permitted under applicable law, or (ii) any breach of the Engagement Letter or these Terms and Conditions by Client, except to the extent such Claim arises out of or results from Z&S’s or any of the Z&S Service Providers' gross negligence or willful misconduct.
6. Confidentiality:
a. Definition. The term “Confidential Information” shall mean any information applicable or relevant to the business of Client or Z&S (the "disclosing party" as applicable), which may be made known by Z&S or the Client to the other party in the context of the relationship between the parties, whether prior to or following the execution of the Engagement Letter. By way of illustration, but not limitation, Confidential Information includes any and all technical and non-technical information including patent, copyright, trade secret, and proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products and services of Client, and includes, without limitation, information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising, marketing plans and information, and information regarding other service providers.
b. Duties Regarding Non-Disclosure. At all times, both during the term of the Engagement Letter and after its termination, each party hereto warrants and agrees to keep all Confidential Information of the disclosing party in strict confidence and shall not disclose such Confidential Information to any third party and shall use best efforts to protect such Confidential Information (including, without limitation, all precautions the party employs with respect to its own confidential materials). Each party shall use Confidential Information of the disclosing party in a legal and proper manner consistent with the terms of the Engagement Letter and only as may be necessary in the ordinary course of performance of the terms of the Engagement Letter. A party's internal disclosure of Confidential Information shall be only to those employees, contractors or agents having a need to know such information in connection with the Engagement Letter and only insofar as such persons are bound by a nondisclosure agreement consistent with the Engagement Letter. Z&S shall promptly notify Client of any unauthorized disclosure or use of Confidential Information by any person and/or entity.
c. Limitations on Duties of Non-Disclosure. The Engagement Letter imposes no obligation upon a party with respect to Confidential Information of a disclosing party which is or becomes generally known to the public without violation of the Engagement Letter or without a violation of an obligation of confidentiality owed to the disclosing party. In addition, a party may disclose Confidential Information that is specifically required by law or court order to be disclosed, provided that the party shall have given the disclosing party reasonable notice and opportunity to object prior to such disclosure and shall have used diligent efforts to limit disclosure and to obtain confidential treatment or a protective order with respect to such Confidential Information, and shall comply with any applicable protective order or equivalent.
d. Ownership Interest in Confidential Information. The disclosing party shall at all times retain sole and exclusive title to, ownership of, and all right in and control over the use of all of its Confidential Information. Nothing in the Engagement Letter is intended to grant any rights or license to a party under any intellectual property rights of the disclosing party, nor shall the Engagement Letter grant a party any rights in or to any Confidential Information of a disclosing party, except the limited right to use such information in accordance with the Engagement Letter.
e. Return of Materials. Upon termination of the Engagement Letter or at the request of the disclosing party from time to time before termination, the parties will deliver to the disclosing party all written and tangible material in its possession incorporating any of a disclosing party's Confidential Information or otherwise demonstrate to the disclosing party that it has destroyed such materials, at the disclosing party's discretion.
f. Limited Use of Client Name. Client agrees that Z&S may, with Client's prior consent, use Client's name and/or proprietary identifier, such as Client’s company logo, for the sole and limited purpose of listing Client among Z&S's clientele in communications targeted at current and prospective clients of Z&S. Client further agrees that it will not unreasonably withhold such consent. Any such consent may be withdrawn by Client at any time. Any such consent does not and will not constitute any right or license to use Client’s name or any of Client’s proprietary identifiers for any other purpose.
7. Z&S Employees:
a. Non-Solicitation. Client and Z&S each agree, on their own behalf and on behalf of each of their respective parents, subsidiaries, control persons and commonly controlled sister entities, not to solicit the other's employees without the other's prior written consent for a period of 24 months following termination of the Services, provided, that nothing herein shall be deemed to limit a party from soliciting or hiring an employee (i) whose employment terminated prior to any solicitation in breach of this Section 7, or (ii) who responds to solicitations of a general nature not directed at such employee. The parties agree that, in the event that a party breaches this Section 7 and subsequently hires an employee of the non-breaching party, the Z&S or Client as the hiring party (or as the parent, subsidiary, control person or commonly controlled sister entity of the hiring party) will pay the other party, for such breach, an amount equal to one-half (1/2) of the terminated employee's first year's guaranteed cash compensation, including base salary and guaranteed bonus, as evidenced by the offer letter or other employment agreement signed or entered into by the employee hiring party. It is understood and agreed that a solicitation by Client or any parent, subsidiary, control person or commonly controlled sister entity of Client which may be permitted under this paragraph 7.a. will nevertheless be subject to the provisions of paragraph 7.b.
b. Recruiting Fee: The Client acknowledges the significant expenditure of cost, time and effort incurred by Z&S in recruiting, hiring and training Z&S employees. In recognition of the value of such expenditure and the benefit provided to Client, in the event that Client, or any parent, subsidiary, control person or commonly controlled sister entity of Client (the "Hiring Party") hires any person who has provided services to Client as a Z&S employee or has otherwise represented Z&S as a Z&S employee in its engagement by Client (a "Z&S Recruit"), at any time during or within 24 months following the date of such Z&S Recruit's termination of employment with Z&S, the Client agrees to pay Z&S a recruitment fee with respect to such Z&S Recruit. The recruitment fee will be in an amount equal to 50% of the guaranteed cash compensation, including base salary and guaranteed bonus, payable by a Hiring Party for the initial year of the Z&S Recruit's services to any Hiring Party, as evidenced by the offer letter, employment agreement or other contract for the services of the Z&S Recruit representing the terms of the hiring of the Z&S Recruit by a Hiring Party. The recruitment fee payable under this paragraph will be payable in cash within 30 days following the date a Hiring Party commits to hiring the Z&S recruit. For purposes of this paragraph, "hire" includes any arrangement for the engagement of the Z&S Recruit by a Hiring Party to serve as an employee of a Hiring Party or as an independent contractor with a Hiring Party, or otherwise to commence any other relationship in which the Z&S Recruit is to be compensated by a Hiring Party for services to be provided to a Hiring Party. Notwithstanding the provisions of this paragraph 7.b., no recruitment fee will be payable hereunder if a Hiring Party is liable for the liquidated damages payable on breach of the non-solicitation covenant of paragraph 7.a.
Termination: Client or Z&S may terminate the Engagement Letter and the Services at any time upon ten business days’ prior written notice. No termination of the Engagement Letter and the Services shall affect any obligation that arises prior to such termination, including the obligation to make payment of any fees or expenses incurred prior to the effective date of termination, and the obligations of the parties provided for in Sections 5, 6, and 7 shall survive the termination of the Engagement Letter
Amendment; Complete Agreement; Severability: The Engagement Letter is the complete and exclusive statement of the agreement between the parties as to the subject matter hereof and supersedes all communications between the parties related to the subject matter. The terms of the Engagement Letter can only be modified by a written agreement duly signed by the persons authorized to sign agreements on behalf of the Parties hereto, except as otherwise expressly provided in the Engagement Letter. If any provision or provisions of the Engagement Letter shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or be impaired thereby.
10. No audit provided: Our services are confined to an accounting function and no auditing procedures will be performed. We will rely on the information you provide to us as being complete and accurate. It is your responsibility to maintain, in your records, the documentation necessary to support the information used in preparing your financials and tax returns. If you have any questions as to the type of records required, please ask us for advice in that regard. We are not responsible for the disallowance of doubtful deductions or inadequately supported documentation, nor for resulting taxes, penalties and interest. It is also your responsibility to carefully examine and approve your completed tax returns before signing and submitting them to the tax authorities.
11. No Third-Party Verification Letters provided: Client hereby acknowledges that Z&S does not provide third-party verification letters (often referred to as verification, confirmation, certification, corroboration, authentication, substantiation of the Client financial information, or comfort letters) to the Client or to a requesting third-party. As per paragraph 10, we do not preform work required under attestation standards to make such assertions which could mislead the requester.
Foreign Reporting: Client is responsible for informing Z&S if Client believes to have foreign reporting requirements with the U.S. Department of the Treasury and/or Internal Revenue Service, and Client agrees to timely provide Z&S with the information necessary to prepare the appropriate form(s). Z&S assume no liability for penalties associated with the failure to file, or untimely filing, of any of these forms.
13. Crypto Currency Reporting: Client hereby acknowledges that crypto currency transactions may impose US tax assessment. Client confirms to be responsible for informing Z&S if Client believes to have crypto reporting requirements with the U.S. Department of the Treasury and/or Internal Revenue Service, and Client agrees to timely provide Z&S with the information necessary to account for and prepare the appropriate form(s). Z&S assume no liability for penalties associated with the failure to file, or untimely filing, of any of these forms.