Dear Client:
Gregory Wright Law, PLLC (“firm,” “we,” “us,” or “our”) is pleased to provide Client (“you” or“your”) with the professional services described below.
This letter and the attached Terms and Conditions Addendum and any other attachments incorporated herein (collectively, “Agreement”) confirm our understanding of the terms and objectives of our engagement and the nature and limitations of the services we will provide. The terms of this Agreement will govern the engagement between you and our firm.
Engagement Objective and Scope
The objective of this engagement is to assist you with submitting certain beneficial ownership information (“BOI”) to the Financial Crimes Enforcement Network (“FinCEN”) as required by the Corporate Transparency Act (“CTA” or “the Act”).
(INITIAL REPORT): We will submit to FinCEN via an electronic interface on your behalf the information you provide to us in support of your Corporate Transparency Act/Beneficial Ownership Initial Report (“Report”). These services do not include advice or statutory interpretation of the Act, such as whether any exemption applies, determining who is or is not a beneficial owner, or guidance on any other requirement under the Act.
These services do not include any other federal or state reporting requirement to which you may be subject.While we will assist you with your reporting obligation under the Act, we are not an agent of Client and have no fiduciary responsibilities related to Client.
The CTA is a federal statute that requires statutorily identified reporting companies to identify and report beneficial ownership information to FinCEN. This reporting is required under the Bank Secrecy Act, and the primary users of BOI reported to FinCEN will be federal, state, and local law enforcement. Failure to comply with the CTA may result in significant penalties, including criminal penalties such as monetary fines and/or jail time.
Our engagement is limited to the professional services outlined above. You are responsible for assessing your Report for compliance with the Act before or after its submission to FinCEN. You(including your successors) are and shall always remain responsible for all future compliance with the Act, including any change to a Report submitted that may be required under the Act.
Unless separately engaged to do so, we shall have no responsibility to: correct, amend, or re-submit the Report; alert you to situations where the Act requires you to correct, amend, or re-submit the Report; or inquire as to whether any event has occurred which may necessitate correction,amendment, or re-submission of the Report. We shall have no liability for your failure to correct,amend, or re-submit any report as required under the Act.
Our services to you under this Agreement will be based upon guidance promulgated by the U.S. Department of Treasury and FinCEN, which is “final” as of the time services are rendered. For purposes of this Agreement, “CTA” or “the Act” does not include draft legislation, Proposed Rules,or any administrative notice affecting the responsibilities of those affected by the Act, which is not considered “final.”
Guidance is subject to change, and those changes may affect your Report. You are responsible for understanding all requirements applicable to your compliance with the CTA. If changes to the Act that are considered “final” are made prior to the completion of this engagement, we may require a modification to this Agreement. If, prior to your submission, your information or facts change, you must provide us with theupdated information and representations as soon as possible, as those changes may affect yourobligations under the Act and our obligations under this Agreement.
This engagement does not include any procedures designed to detect errors, fraud, theft,misrepresentation, or other wrongdoing. Therefore, our engagement cannot be relied upon todisclose such matters. In addition, our engagement is not intended to assess your compliance with any other reporting or registration requirement in any jurisdiction, legal or other. We shall have no liability to you or any other party if it is determined that you are non-compliant with other reporting
or registration requirements during this engagement.
You may request that we perform additional services not contemplated in this engagement letter. If this occurs, we will communicate with you regarding the scope and estimated cost of these additional services and provide you with a separate engagement letter. In the absence of any other engagement letter, our services to you will be limited to and governed by the terms of this Agreement.
Engagement Deliverable
We anticipate presenting the following deliverable upon completion of our services.
• A copy of the Report submitted to FinCEN on your behalf, including the date of submission
The final deliverable presented as part of this engagement is solely for the use of Client for the purpose of supporting your compliance with the Act. It should not be relied upon or used for any other purpose without the express written permission of the firm.
During this engagement, we may present you with written or electronic drafts of your Report. These or any similar draft communications, regardless of format, are our property and may not be shared with any other party under any circumstance.
We will not update your Report after the conclusion of the engagement for subsequent legislative or administrative changes or future judicial interpretations unless agreed to in a separate, executed engagement letter.
We do not guarantee, either expressly or impliedly, any outcome or success of any administrative review of your Report by regulatory authorities.
If we are unable to complete the engagement for any reason, we will not issue a deliverable.
Permissible disclosures
You acknowledge and agree that any information provided to us in support of this engagement shall be for the sole purpose of complying with the Act and for no other purpose. We acknowledge and agree that such information shall remain confidential, consistent with professional ethics requirements, and that we shall take commercially reasonable steps to safeguard such confidentialinformation.
Notwithstanding, information provided to us in support of this engagement may ultimately be requested by governmental agencies for law enforcement or other regulatory purposes as permitted by law. By entering into this Agreement, you acknowledge that we may be compelled to provide this information by court or similar order and agree that in such instances disclosure of information provided to us in response to those requests shall not be considered a breach of this Agreement.
Law Firm Responsibilities
It is our duty to perform our services based on the same standard of care that a reasonable professional service provider would exercise in this type of engagement. For the purposes of this Agreement only, the applicable standard of care shall be based upon technical guidance issued by FinCEN as detailed on www.fincen.gov/boi, and relevant ethical guidance applicable to us.
The above professional services will be performed based on the information you provide to us. We will not audit or otherwise verify the data you submit to us. We shall have no liability for any loss suffered by you or any owner/beneficial owner resulting from inaccurate or incomplete information provided to us or your failure to provide relevant information.
We will not respond to any request from banks, mortgage brokers, or other third parties to verify your compliance with the Act or confirm your beneficial ownership information. You agree to indemnify and hold us harmless from any and all claims arising from the use of the Report for any purpose other than complying with your CTA compliance obligations regardless of the nature of the claim, excepting claims arising from our gross negligence or intentional
wrongful acts.
We will not make any management decisions or perform management functions on your behalf.
Client Responsibilities
You acknowledge and agree that your failure to comply with the responsibilities enumerated in this section may result in economic or other loss to you and the potential for criminal prosecution if you are found to not be in compliance with the Act. You agree to accept responsibility for any consequences of failing to fulfill your responsibilities.
You agree to provide us with accurate and complete copies of the records or information that we may request as necessary to provide our services, including any documentation or memorandum supplied to you by third parties describing your reporting obligations under the Act, either at the inception or during the course of the engagement.
You agree that you are responsible for all decisions and analysis related to your compliance with the Act, including, but not limited to, the determination that you are a reporting entity in accordance with the Act and the identification of your beneficial owners, including those that exercise substantial control of your business.
Documentation
You are responsible for maintaining adequate documentation to substantiate the accuracy and completeness of your Report. Our records are not a substitute for yours. You should retain all documents that provide evidence and support for beneficial ownership as required under applicable laws and regulations. You represent that you have such documentation and can produce it, if necessary, to respond to any examination or inquiry as may be required under the Act or by
governmental agencies (including law enforcement).
You will be responsible for any liability, including but not limited to penalties, interest, and related professional fees, resulting from inadequate documentation.
Penalties under the Act Generally, a person who willfully violates beneficial ownership reporting requirements under the Act may be subject to civil (monetary) penalties for each day the violation continues. They may also be subject to criminal (fines and/or imprisonment) penalties. Both individuals and corporate entities may be held liable for willful violations. Beneficial owners who refuse to provide required
information may also be held liable.
Ultimate responsibility
You have the final responsibility for the contents of your Report, including information provided by third parties.
Prior to the conclusion of this engagement and your submission to FinCEN, we may ask that you sign a written representation related to the information you provide in support of your Report. If you decline to sign this representation when requested, we may terminate this Agreement.
Timing of the Engagement
We expect to begin our services upon receipt of this executed Agreement. Our services will conclude on the earlier of:
• transmission to FinCEN of the deliverable as identified above;
• written notification by either party that the Agreement is terminated; or
• one (1) year from the execution date of this Agreement.
Professional Fee
Our professional fee for the services outlined above is estimated to be $250 for the initial filing,with an additional $75 for each additional beneficial owner, of which the entire amount is due upfront. This fee may be subject to change for complex businesses with multiple beneficial owners and complicated business structures. Please contact the office for pricing on complex business organizational structures. This fee is based on the complexity of the expected work to be performed, our professional time, and out-of-pocket expenses. Circumstances may arise that impact our estimated fee, such as, but not limited to, issues encountered with the timely delivery, availability, quality, or completeness of the information you provide to us, changes in your personnel or operations that impact our services or other unanticipated items that arise during our engagement and that require additional time in order to complete the agreed-upon services. You agree that you will deliver all records requested and respond to all inquiries made by our staff to complete this engagement on a timely basis. You agree to pay all fees and expenses incurred whether or not we complete the engagement.
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We appreciate the opportunity to be of service to you. Please date and execute this Agreement and return it to us to acknowledge your acceptance. We will not initiate services until we receive the executed Agreement and professional fee.
Very truly yours,
Gregory Wright Law, PLLC
/s/ Gregory Wright
___________________
Gregory Wright
Attorney at Law
By signing this Agreement, I affirm that I have the authority to file a Beneficial Ownership Information Report on behalf of this entity