Terms and Conditions

This letter is to confirm our understanding of the terms and objectives of our engagement (“Engagement”) and the nature and limitations of the services we will provide (“Services”); you can find a detailed description of the Services attached hereto as Exhibit B. When signed, this letter will constitute an agreement that will govern the terms of our professional relationship. This Engagement is for a term of twelve (12) months and will auto-renew each year for another twelve (12) month term unless cancelled or terminated as provided hereunder.

Invoicing

Subject to the Pricing Policy described in Exhibit A below, invoices will be issued to you on a monthly basis in advance of the provision of the Services, and payments will be auto drafted shortly thereafter as specified on your Credit Card Authorization form. If we are unable to process the monthly fee amount on your designated credit card, we will contact you for new information. Please contact us for our current rates.

Subject to the Pricing Policy described in Exhibit A below, invoices will be issued to you on a monthly basis in advance of the provision of the Services, and payments will be auto drafted shortly thereafter as specified on your Credit Card Authorization form. If we are unable to process the monthly fee amount on your designated credit card, we will contact you for new information. Please contact us for our current rates.

Personal Guarantee

Notwithstanding that this agreement is entered into by and between our firm and your legal entity, you, the undersigned principal of your legal entity, hereby agree, in your individual capacity, to unconditionally and absolutely guarantee to our firm the full and prompt payment of all fees, accrued costs, expenses and reimbursements due our firm which relate to the provision of the Services to your legal entity.

File Retention; Ownership; Summons or Subpoenas

It is our policy to retain documentation in connection with the Engagement for a period of three (3) years, at which time we will commence the process of destroying the contents of our Engagement files. To the extent we accumulate any of your original records during the Engagement, those documents will be returned to you promptly upon completion of the Engagement, and you will provide us with a receipt for the return of such records. The balance of our Engagement file, other than the compiled financial statements (which we will provide to you at the conclusion of the Engagement) is our property and we will provide copies of such documents to you at our discretion provided that we are compensated for any time and costs associated with the effort.

If we receive a summons or subpoena which, at the advice of our legal counsel, requires us to produce documents from this Engagement or testify about this Engagement, provided that we are not prohibited from doing so by applicable laws or regulations, we agree to inform you of such summons or subpoena as soon as reasonably 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 sole expense, to attempt to limit discovery. If you fail to take action within the time permitted for us to respond, or if your action does not result in a judicial order protecting us from supplying the requested information, we may construe your inaction or failure as consent for us 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—as determined by our hourly rates—and expenses, as well as the fees and expenses of our legal counsel incurred in responding to such requests.

Indemnification

You agree to indemnify, defend, and hold harmless our firm and any of its partners, principals, shareholders, officers, directors, members, employees, agents or assigns with respect to any and all claims made by third parties arising from or relating to this Engagement, regardless of the nature of the claim, and including the negligence of any party, except for claims arising from or relating to the gross negligence or intentional bad acts of our firm.

Mediation

If a dispute arises out of or relates to this Engagement and if the dispute cannot be settled through negotiation, we each agree to first try to resolve such dispute by mediation administered by the American Arbitration Association (“AAA”) under the AAA Professional Accounting and Related Services Dispute Resolution Rules before resorting to arbitration, litigation, or some other dispute resolution procedure. The mediator will be selected upon the mutual agreement of you and our firm. If we cannot agree on a mediator, a mediator shall be designated by the AAA. The mediation will be conducted in St. Louis County, Minnesota.

The mediation will be treated as a settlement discussion and, therefore, all conversations during the mediation will be confidential. The mediator may not testify for either party in any later proceeding related to the dispute. No recording or transcript shall be made of the mediation proceedings. The costs of any mediation proceedings shall be shared equally by all parties. Any costs for legal representation shall be borne by the hiring party.

Designation of Venue and Jurisdiction

If a dispute fails to be resolved through mediation or arbitration, the courts of the state of Minnesota shall have jurisdiction, and all disputes will be submitted to the St. Louis County District Court, which is the proper and most convenient venue for resolution. You agree that the law of the state of Minnesota shall govern all such disputes.

Statute of Limitations

You agree that any claim arising out of or relating to this Engagement shall be commenced within one (1) year of the provision of the Service which gave rise to such claim, notwithstanding any longer period of time which may be afforded to you by any applicable state or federal law. A claim is understood to be a demand for money or services, the service of a lawsuit, or the institution of arbitration proceedings against our firm.

Independent Contractor; Limitation of Liability

Throughout the Engagement, you acknowledge and agree that our firm will be functioning as an independent contractor and in no event will we or any of our employees be an officer of you, nor will our relationship be that of joint venturers, partners, employer and employee, principal and agent, or any similar relationship.

Our obligations under this agreement are solely obligations of our firm, and no partner, principal, employee or agent of our firm shall be subjected to any personal liability whatsoever to you or any person or entity.

You further agree that our firm’s liability for all claims, damages, and costs arising from or relating to this Engagement is limited to the total amount of fees paid by you to our Firm for Services rendered under this agreement. Notwithstanding anything herein to the contrary, our firm shall not be liable for any lost profits, indirect, special, incidental, punitive or consequential damages of any nature.

Termination

You may terminate this Engagement at any time and for any reason by notifying us in writing, it being understood that the effective date of termination shall be the date on which we receive such written notice of termination. To avoid being charged for a subsequent month’s billing period, our firm must receive your notice of termination prior to the issuance of such subsequent month’s invoice. You will not be entitled to a refund in the event you fail to give timely written notice of termination.

Our firm also reserves the right to terminate this Engagement at any time and for any reason (including, but not limited to, non-payment of fees, your failure to comply with the terms of this agreement, or as we determine professional standards require) by notifying you in writing, it being understood that the effective date of termination shall be the date on which our firm delivers the written notice of termination to you.

Upon the effective date of termination, the Engagement shall be deemed to be complete (even if we have not completed our Services) and our firm will cease to continue providing Services to you. In such event, you agree that our firm shall not be responsible for your failure to meet governmental and other deadlines, or for any liability, including but not limited to, penalties or interest that may be assessed against you resulting from your failure to meet such deadlines. Notwithstanding anything set forth herein to the contrary, you shall remain liable to compensate our firm through the effective date of termination. Nothing in this paragraph shall be deemed to release you of your obligation to pay any delinquent invoice.

Severability

If any portion of this agreement is deemed invalid or unenforceable, said finding shall not operate to invalidate the remainder of the terms set forth in this agreement.

Entire Agreement

This agreement 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 agreement must be made in writing and signed by both parties. Notwithstanding the preceding sentence, the Exhibits attached hereto include the internal policies, standard operating procedures, and descriptions of the Services offered by our firm. Our firm reserves the unilateral right to amend, modify, or change the Exhibits upon thirty (30) days advance written notice to you.

Pricing Policy

The price of our Services is based on anticipated cooperation from you, your personnel, and the assumption that unexpected circumstances will not be encountered during the work performed. Accordingly, our firm reserves the right to unilaterally increase the price of our services when, in our reasonable determination, you become uncooperative with our firm (i.e., unilaterally canceling meetings without advance notice, failing to provide our firm with documentation in a timely manner, etc.) or unanticipated circumstances arise (i.e., services require unanticipated additional time, effort, or attention).

If, based on our discretion, we foresee that significant additional work is necessary to adequately render the services, we will make reasonable efforts to inform you of such work and any associated increase in cost prior to us rendering the services. Notwithstanding the preceding sentence, you shall remain obligated to compensate our firm for any services provided.

With respect to new clients, we will review the price of our services after ninety (90) days following the commencement of our engagement. If, at such time, a price adjustment is required we will notify you in writing of the change and when it will become effective.

With respect to existing clients, we will review the price of our services with you on an annual basis and adjust such price as agreed upon in writing by the parties; provided, however, that we reserve the right to unilaterally increase the price of our services by a percentage equal to the basis of inflation.

Privacy Policy

Your privacy is important to us. Read the follow privacy policy.

We collect nonpublic personal information about you from various sources, including:

• Interviews regarding your financial situation
• Applications, organizers, or other documents that supply such information as your name, address, telephone number, Social Security Number, number of dependents, and other tax and non-tax related data
• Tax-related and other documents you provide that are required for processing tax returns, such as Forms W-2, 1099R, 1099-INT and 1099-DIV, stock transactions, and other financial data.

We do not disclose any nonpublic personal information about our clients or former clients to anyone, except as requested by our clients or required by law.

We restrict access to personal information concern you, except to our employees who need such information in order to provide products or services to you.; We Maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your personal information.

If you have any questions about our privacy policy, contact our office at (218) 491-4002.

Third-Party Service Provider Policy

In order to provide the Services, we may engage third-party service providers such as application/technology providers as well as accounting, technical, and payroll, time tracking, bill payment, receipt management, bookkeeping, financial reporting, business advisory, and other general accounting support services. These third-party providers may have a separate agreement which you may be requested to execute. We will take all reasonable steps to ensure that any personal and business information disclosed to a third-party service provider is secure and is treated in accordance with professional standards.

Unless you indicate otherwise, you consent to and authorize our firm to transmit confidential information that you provide to us to third parties in order to facilitate delivering our services to you. Examples of such transmissions may include, but are not limited to, the access to your contact information by members of our team (independent contractors such as consultants, administrative assistants, or third party developers), transfer of accounting information and other data files via the internet, online back-up services, web site developer and hosting services (for newsletter and order processing), or a credit card processing company. We only work with established companies that we believe to be reputable and that have demonstrated their commitment to safeguarding your data. 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. Please feel free to inquire if you would like additional information regarding the transmission of confidential information to entities outside the firm.

Electronic Communication Policy

In connection with this engagement, we may communicate with you or others via email transmission. As emails can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed and only to such parties, we cannot guarantee or warrant that emails from us will be properly delivered and read only by the addressee. Therefore, we specifically disclaim and waive any liability or responsibility whatsoever for interception or unintentional disclosure of emails transmitted by us in connection with this engagement. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from the use of email transmissions, including any consequential, incidental, direct, indirect, or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary information.

Tax Services

We will prepare your federal income tax return, and income tax returns for any states (if necessary) (collectively, the "returns") with supporting schedules, and perform related research as considered necessary. This engagement pertains to the current tax year, prior tax years as described in the above fee schedule, and tax years going forward unless this agreement is terminated. Our responsibilities do not include preparation of any other tax returns not named in the above fee schedule that may be due to any taxing authority. Our engagement will be complete upon the delivery of the completed returns to you. If eligible, we will e-file your returns on your behalf, otherwise you will be solely responsible to file the returns with the appropriate taxing authorities.

If, during our work, we discover information that affects your prior-year tax returns, we will make you aware of the facts. However, we cannot be responsible for identifying all items that may affect prior-year returns. If you become aware of such information during the year, please contact us to discuss the best resolution of the issue. Your returns may be selected for review by one or more than one taxing authority. Any proposed adjustments by the examining agent are subject to certain rights of appeal. In the event of such government tax examination, if you wish to have us represent you during the examination and/or during any appeal, please make that request of us in writing. If we agree to represent you in that regard, such representation will be the subject of, and governed by, a separate engagement letter.

Certain communications involving tax advice may be privileged and not subject to disclosure to the IRS. By disclosing the contents of those communications to anyone, or by turning over information about those communications to the government, you (or other employees) may be waiving this privilege. To protect this right to privileged communication, please consult with us or the corporation's attorney prior to disclosing any information about our tax advice.

The law provides penalties and interest that may be imposed when taxpayers understate their tax liability. You acknowledge that any such understated tax, and any imposed interest and penalties, are your responsibility, and that we have no responsibility in that regard. If you would like information on the amount or circumstances of theses penalties, please contact me.

We may encounter instances where the law is unclear, or where there may be conflicts between the taxing authorities' interpretations of the law and other supportable positions. In those instances, we will outline for you each of the responsible alternative courses of action, including the risks and consequences of each such alternative. In the end, we will adopt, on your behalf, the alternative which you select after having encountered the information provided by us.

Without disclosure in the return itself of the specific position taken on a given issue, we must have a reasonable belief that it is more likely than not that the position will be held to be the correct position upon examination by taxing authorities. If we do not have that reasonable belief, we must be satisfied that there is at least a reasonable basis for the position, and in such a case the position must be formally disclosed on Form 8275 or 8275-R, which form would be filed as part of the return. If we do not believe there is a reasonable basis for the position, either the position cannot be taken, or we cannot sign the return. In order for us to make these determinations, we must rely on the accuracy and completeness of the relevant information you provide to us, and, in the event we and/or you are assessed penalties due to our reliance on inaccurate, incomplete, or misleading information you supplied to us (with or without your knowledge or intent), you will indemnify us, defend us and hold us harmless as to those penalties.

Our fees for the engagement are not contingent on the results of our services. Rather, our fees for this engagement will be based on our standard value pricing, as set forth on the Business Owner Package contract and discussed with you from time to time. In addition, you agree to reimburse us for any out of pocket costs incurred in connection with the performance of our services.

You should retain all the documents, canceled checks and other data that form the basis of income and deductions. These may be necessary to prove the accuracy and completeness of the returns to a taxing authority. You have the final responsibility for the income tax returns and, therefore, you should review them carefully before you sign them.

Bookkeeping Services

For the next 12 months, and renewing each year, we will provide the following bookkeeping services. Our engagement may also include back work outlined in the fee schedule on page 1 of this agreement.

1. Record journals
2. Post general ledger
3. Record all deposits and expenses
4. Reconcile bank statements
5. Prepare monthly financial statements

We will not audit or review your financial statements, or any other accounting documents and information you provide, in accordance with generally accepted auditing standards. Accordingly, we ask that you not in any manner refer to this as an audit or review.

Nor will we otherwise verify the data you submit for accuracy or completeness. Rather, we will rely on the accuracy and completeness of the documents and information you provide to us.

Accordingly, our engagement cannot be relied upon to disclose errors, fraud, or other illegal acts that may exist. However, it may be necessary to ask you for clarification of some of the information you provide, and we will inform you of any material errors, fraud or other illegal acts that come to our attention, unless they are clearly inconsequential. In addition, we have no responsibility to identify and communicate significant deficiencies or material weaknesses in your internal controls as part of this engagement, and our engagement cannot, therefore be relied upon to make disclosure of such matters.

You are responsible for adopting sound accounting policies, for maintaining an adequate and efficient accounting system, for safeguarding assets, for authorizing transactions, for retaining supporting documentation for those transactions, and for devising a system of internal controls that will, among other things, help assure the preparation of proper financial statements. Furthermore, you are responsible for management decisions and functions, for designating a competent employee to oversee any of the services we provide, and for evaluating the adequacy and results of those services.

You are responsible for the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affecting the Company involving management, employees who have significant roles in internal control, and others where the fraud could have a material effect on the financial statements. You are also responsible for informing us of your knowledge of any allegations of fraud or suspected fraud affecting the Company received in communications from employees, former employees, regulators, or others. In addition, you are responsible for identifying and ensuring that the entity complies with applicable laws and regulations.

Prior to preparation and execution of this engagement letter, we discussed with you the fact that we provide clients with levels of service higher than bookkeeping, such as audit, review, and compilation services, and we explained to you the manner in which such levels of service differ from bookkeeping. We also explained to you that we provide clients with services specifically focused on identifying and addressing weaknesses in internal controls (internal control review), and on searching for the existence of fraud within your company (fraud audit). We further explained the additional costs associated with such higher and different levels of service. After consideration of such services, you have informed us that you wish to retain us to perform only the bookkeeping services described in this letter.

In order for us to complete this engagement, and to do so efficiently, we require unrestricted access to the following documents and information concerning your company:

1. Online account access (view or read-only) for all bank, credit card, and all other accounts concerning all financial transactions.
2. Copies of basic documents reflecting your financial transactions, including check stubs, summaries of cash receipts and sales (cash and charge), bank statements and canceled checks, listings of accounts receivable and accounts payable, and documentary support of property and equipment transactions-purchases, trades, sales, and other dispositions;
3. Information concerning any mortgage or pledge of business assets on business debts, any personal guarantees or debt, leases, or other information that effects or may affect the results of operations of the business;
4. Any other financial information necessary for purpose of reflection on your accounting records, trial balance and tax returns;
5. Identification of all cash receipts as to source (i.e., loans, sales, etc.), and information concerning all transactions that are consummated with cash.

Any failure to provide such documents and information, and to do so on a timely basis, will impede our services, and may require us to suspend our services or withdraw from the engagement. You agree to accept responsibility for any effect on your accounting records and financial statements of basic financial information or transaction documents not submitted to us for processing and entry, or losses that may result from their absence.

For purposes of entry of the financial information from your basic transaction documents, classification according to the agreed-upon chart of accounts will be performed by you or your employees. As business conditions change, we may mutually agree to change/modify this arrangement.

Advisory Services

We are looking forward to working with you in designing your business financial plan. The business financial planning process is complex. It is an important step toward achieving personal and business financial goals. This letter is to confirm our mutual understanding of the terms and objectives of our engagement to provide you with business financial planning services as well as the nature and limitations of the services we will provide.

We will prepare your business financial plan after consideration of your financial objectives and goals, and your present and forecasted financial situation. Our services will be outlined in the fee schedule may encompass the following activities:

• Financial KPIs
• Benchmark metrics
• Cash flow planning
• Financial scenarios
• Risk management
• Retirement planning
• Investment planning
• Tax planning
• Consulting services

The business financial planning process requires your cooperation in providing us with various types of information and documents concerning your personal financial situation. We will be relying on your representations. If we are unable to obtain from you sufficient information to form a reasonable basis for conclusions and recommendations, our services in connection with this engagement may be limited to those matters for which sufficient information is available, and this may affect our conclusions and recommendations. Should this be the case, we will so advise you in writing.

If we are unable to obtain sufficient information to proceed with the engagement as contemplated and agreed, we will advise you and, as appropriate, discuss terminating or modifying the engagement with you. If we agree to modify or terminate the engagement, we will communicate that to you in writing.

We will keep your personal, business, and non-public information strictly confidential. If your personal information needs to be disclosed when working with your other advisors or with other qualified professionals, we will ask your permission to do so. However, we may be required by legal or regulatory authorities to disclose confidential information without your permission.

Description of the Engagement

Our approach to the business financial planning process will proceed as follows:

• The initial phase involves accumulating and organizing facts about your current and desired financial status and identifying your specific goals and objectives. This will be accomplished through a series of interviews and the data-gathering questionnaire and use of our knowledge of you from prior services.
• The next step involves analysis of the data accumulated and a review with you of your cash flows.
• Following this review and further analysis, we will then make our preliminary recommendations. A written draft of your plan will be prepared and presented to you.
• We then will finalize your plan and set time goals and establish responsibilities for the implementation of the plan. We will prepare, in writing, specific recommendations that will seek to address your financial goals. When appropriate, we will include financial illustrations and projections for greater understanding of potential outcomes of financial alternatives.

We are available to consult with you with respect to implementing the actions and strategies agreed upon as you deem appropriate. We will not, however, implement the actions and strategies for you unless otherwise specifically requested by you. In the event you request our implementation services, we will provide you with a separate engagement letter for that process when and if that becomes necessary.

Responsibility

In order to ensure that your business financial plan contains sound and appropriate financial planning recommendations, it is your responsibility to provide complete and accurate information regarding all aspects of your business and financial situation. Responsibility for financial planning decisions is yours. We will aid you in the decision-making process, suggest alternative recommendations to help you achieve your objectives, and assist you in determining how well each alternative meets your financial planning objectives.

The suggestions and recommendations included in your business financial plan will be advisory in nature, and we cannot guarantee the performance of any investment, insurance, or other products that may be purchased to implement recommendations in your plan. The plan will also include financial projections based on assumptions about future events. We cannot vouch for the achievability of such projections because the assumptions about future events may not prove to be accurate.

If in the course of this engagement we become aware of a service needed to complete the engagement that we do not or will not provide, we will advise you of that needed service and recommend to you in writing that you engage another service provider to address that service. If you decline to engage such recommended service provider, and we determine that such action impairs our ability to properly address the terms of this engagement, we will so advise you, in writing, and terminate this engagement. If you decline to engage such recommended service provider and we determine that our ability to properly address the terms of this engagement is not impaired, but may be limited in some way, we will advise you, in writing, with respect to how we believe our conclusions and recommendations may be affected.

We cannot be responsible for the acts, omissions, or solvency of any broker, agent, or independent contractor or other advisor or professional selected to implement any part of your personal financial plan. Our services are not designed, and should not be relied upon, as a substitute for your own business judgment nor are they meant to mitigate the necessity of your personal review and analysis of a particular investment. Our services are designed to supplement your own planning analysis and to aid you in fulfilling your financial objectives.

In addition, these services are not designed to discover fraud, irregularities, or misrepresentations made in materials provided to us concerning your potential investments or insurance coverages.

Other Service Providers

In the event we refer you to another service provider, we will disclose to you, in writing, any compensation we receive for making such a referral. We will not evaluate the work performed by the referred service provider.

Description of Fees

Our fee is based on the time required at standard billing rates plus out-of-pocket expenses. Invoices are due and payable upon presentation. All accounts not paid within thirty (30) days are subject to interest charges to the extent permitted by state law.

Concluding Remarks

You will, of course, be free to follow or disregard, in whole or in part, any recommendations we make. You are under no obligation to act on any recommendation. Because you did not engage us to assist you with the implementation of your business financial plan, we cannot be responsible for any decisions you make regarding implementation of the recommendations. At your request, we will be happy to coordinate implementation, as a separate engagement, with any insurance broker, investment broker, attorney, or other professional of your choosing.

We will be pleased to discuss this letter with you at any time. If the foregoing is in accordance with your understanding, please sign one copy of this letter in the space provided and return it to us. The additional copy is for your files.

This engagement may be terminated without penalty or further obligation except for the payment of fees for services performed and expenses incurred prior to termination.

If we can be of assistance to you in any other way, please do not hesitate to contact us. We look forward to helping you develop and maintain a sound, businesslike approach to your financial affairs.