1. Services. It is understood and agreed that the services to be provided by Lincoln PLLC (“LINCOLN” or the “Firm”) which are described in the engagement letter (the “Services”) to which these terms are attached (the “Engagement Letter”) may include advice and guidance, but all decisions in connection with the implementation of such advice shall be the responsibility of, and made by, the Client. For the purposes of this document, “Client” shall mean the individual that signed the Engagement Letter, unless the individual that signed the Engagement Letter signed on behalf of an entity, the entity shall be the Client.
2. Payment of Invoices. Invoices are due upon receipt. Any invoice not paid within thirty (30) days shall incur a $100 late payment fee and then bear interest at the rate of 1.25% per month (15% per annum), or the highest interest rate allowable by law (whichever is less), starting on the 31st day after the invoice date until the invoice is paid in full. Client agrees to pay any costs of collection, including attorneys’ fees. The Client shall be responsible for all sales or ad valorem type taxes imposed on the Services (if any).
3. Term. Unless terminated sooner in accordance with its terms, this engagement shall terminate on the completion of the Services. Upon termination of the engagement, the Client will compensate LINCOLN under the terms of the Engagement Letter for the Services performed and expenses incurred. In addition, if the Firm does not receive additional assignments within 90 days of the conclusion of the last assignment for which the client has engaged the Firm, the Firm will consider our attorney-client relationship to have been terminated upon the completion of the specific services the client has engaged the Firm to perform. If the client later retains the Firm to perform further or additional services, the attorney-client relationship will recommence, subject to these and any supplemental terms of the engagement that the Firm may agree upon at that time. The fact that the Firm may inform the client from time to time of developments in the law which may be of interest to the client, by newsletter or otherwise, should not be understood as a recommencement of an attorney-client relationship. The Firm undertakes no obligation to inform the client of such developments in the law unless the client has engaged the Firm in writing to do so. Our consenting to be a party notified under agreements or other instruments on the client’s behalf shall not alone constitute our being considered as the client’s attorneys notwithstanding such consent.
4. Client Responsibilities. The client shall cooperate with the Firm in the performance by the Firm of the services, including, without limitation, providing the Firm with reasonable facilities and timely access to data, information and personnel of the client. The client shall be responsible for the performance of its personnel and agents and for the accuracy and completeness of all data and information provided to the Firm for purposes of the performance by the Firm of the services. The client acknowledges and agrees that the Firm’s performance is dependent upon the timely and effective satisfaction of the client’s responsibilities hereunder and timely decisions and approvals of the client in connection with the services. The Firm shall be entitled to rely on all decisions and approvals of the client. The client shall be solely responsible for, among other things: (a) making all management decisions and performing all management functions; (b) reviewing the appropriateness of the services; (c) designating a competent person to oversee the services; (d) evaluating the adequacy and results of the services; (e) accepting responsibility for the results of the services; (f) promptly responding to requests for information or decisions by Firm; and (g) establishing and maintaining internal controls, including, without limitation, continuously monitoring ongoing activities. The client represents that client is solvent and does not intend to make a fraudulent transfer of assets. The client understands that if a fraudulent transfer is made client may not be able to obtain a discharge of debts in a later bankruptcy filing. The client represents that it does not anticipate filing for bankruptcy protection. This latter representation does not apply if the client has specifically retained the Firm to represent the client with respect to bankruptcy proceedings.
5. Limitation on Warranties. This is a services agreement. The Firm warrants that it shall perform the services in good faith and with due professional care. The Firm disclaims all other warranties, either express or implied, including, without limitation, warranties of merchantability and fitness for a particular purpose.
6. Disclaimer of Guarantee. Nothing in the Firm’s statements to the client will be construed as a promise or guarantee about the outcome of the client’s legal matters, and unless otherwise expressly set forth in writing and signed on behalf of the Firm payment of the Firm’s fee shall in no way be contingent on such outcome. The Firm makes no promises or guarantees of success. The Firm, in many cases, assists clients with tax planning strategies and tax return positions to minimize, defer, or avoid taxes. Tax laws governing many areas of tax planning are uncertain and subject to change. In all tax matters, the client assumes the risk that the IRS or other taxing authority will not accept the client’s plan or position, and the client will be obligated to pay additional taxes, penalties and interest, and the client is solely responsible for payment of all such amounts. In certain cases the Firm may be willing to provide a formal written Opinion Letter (as defined below) stating the Firm’s legal opinion as to the client’s likelihood of success in a particular tax matter. An attorney’s oral comments regarding a particular tax planning matter are generally subject to misinterpretation and a client should only rely on written materials when determining the level of risk a client is assuming in a particular tax matter.
7. Limitation of Scope of Work. Under federal and state tax laws, the client generally may not rely on the advice of the Firm to avoid tax related penalties. The client may only rely on advice of the Firm to avoid tax penalties under certain limited conditions and then only if a formal written opinion is provided that complies with very specific rules and regulations. The Firm does not provide any guarantee that Federal or state taxing authorities will not challenge any tax advice or tax planning recommended by the Firm or that penalties will not be assessed. Unless specifically agreed in writing, the Firm does not undertake to provide legal advice that will allow the client to avoid potential tax penalties imposed by any taxing authorities, and the client is solely responsible for the payment of any penalties or fines or for any legal fees associated with defending against the imposition of any penalties or fines. Any statements provided by the Firm made orally, in a letter, email, memorandum or other written document (other than a document that is specifically described in writing by the parties as a formal “Opinion Letter”) that include the use of the words such as “should,” “will,” “may,” “likely” or “probably” are not intended to convey a particular outcome. The client also understands and agrees that taxing authorities typically charge taxpayers interest on any unpaid taxes including any increase in taxes due by the client as a result of an audit or otherwise. Interest on tax deficiencies represents the time value of money and the client is solely responsible for payment of any interest due on any tax deficiencies.
8. Survival and Interpretation. The agreements and undertakings of the Client contained in the Engagement Letter, together with all paragraphs herein shall survive the expiration or termination of the engagement.
9. Non-disparagement. Client agrees not to (i) disparage or denigrate the Firm in writing, or (ii) encourage someone else to disparage or denigrate the Firm. Client further agrees that it will not publish, post, or otherwise release any negative comments or material in written or electronic format (or encourage someone else to do the same), related to the Firm (including but not limited to its members, employees, independent contractors, and services) without the prior written consent of the Firm. Client further agrees that it will require its employees and owners to comply with this Section 9 in connection with any services provided by Firm to Client, and that if they fails to do so, Client will be considered in breach of this Section 9. Should Client breach this Section 9, it will be required to pay the Firm’s time (billed at their standard hourly rates) and expense (including attorney’s fees paid to other law firms) to obtain Client’s compliance with this clause.
10. Governing Law, Venue, Jurisdiction and Severability. These terms, the Engagement Letter, including exhibits, and all matters relating to this engagement shall be governed by, and construed in accordance with, the laws of the State of North Carolina (without giving effect to the choice of law principles thereof). Any action based on or arising out of this engagement or the Services provided or to be provided hereunder shall be brought and maintained exclusively in any court of the State of North Carolina or any federal court of the United States, in each case located in the State of North Carolina. Each of the parties hereby expressly and irrevocably submits to the jurisdiction of such courts for the purposes of any such action and expressly and irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such action brought ill any such court and any claim that any such action has been brought in an inconvenient forum. If any provision of such terms or the Engagement Letter is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth herein.
11. Information and Data. LINCOLN shall be entitled to assume, without independent verification, the accuracy of all representations, assumptions, information and data that the Client and its representatives provide to LINCOLN. All assumptions, representations, information and data to be supplied by the Client and its representatives will be complete and accurate to the best of the Client’s knowledge. LINCOLN may use information and data furnished by others; however, LINCOLN shall not be responsible for, and LINCOLN shall provide no assurance regarding, the accuracy of any such information or data. Except as specifically agreed to in writing, LINCOLN shall not provide advice regarding the financial accounting treatment of any transaction implemented from the Services and will not assume any responsibility for any financial reporting with respect to the Services. The Client shall be responsible for all financial information and statements provided by or on behalf of the Client with respect to any of the Services.
12. Document Retention. It is the policy of LINCOLN not to retain any client original documents, prepared, reviewed, or received by the Firm such as wills, trusts, transaction documents (including closing documents and all schedules), deeds, transfer documents, etc. All such original documents will be given to the client for safekeeping. Client assumes responsibility for document safekeeping. It is the client’s responsibility to retain copies of any documents or other client material provided by the client to the Firm. The Firm may also dispose of any copies of documents or records in its possession in accordance with its document retention policy.