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ACCURACY AND COMPLETENESS OF INFORMATION - Management
<br />agrees to ensure that all information provided to us is accurate
<br />and complete in all material respects, contains no material
<br />omissions and is updated on a prompt and continuous basis.
<br />Rehmann shall be entitled to rely on all information provided by
<br />and decisions and approvals of the Company in connection with
<br />our work. Rehmann will not be responsible if any information
<br />provided by the Company is not complete, accurate or current.
<br />TERMINATION OF SERVICES - We reserve the right to suspend or
<br />terminate services for reasonable cause such as failure to pay
<br />our invoices on a timely basis or failure to provide adequate
<br />information in response to our inquiries necessary for
<br />successful performance of our compilation services. Our
<br />engagement will be deemed to be completed upon written
<br />notification of termination, even if we have not completed the
<br />all aspects of the engagement. The Company is obligated to
<br />compensate us for the time expended to that point and to
<br />reimburse us for all out-of-pocket expenditures through the
<br />date of termination.
<br />EMAIL - The Company acknowledges that (a) Rehmann, the
<br />Company and others, if any, participating in this engagement
<br />may correspond or convey documentation via Internet e-mail
<br />unless the Company expressly requests otherwise, (b) no party
<br />has control over the performance, reliability, availability, or
<br />security of Internet e-mail, and (c) Rehmann shall not be liable
<br />for any loss, damage, expense, harm or inconvenience resulting
<br />from the loss, delay, interception, corruption, or alteration of
<br />any Internet e-mail due to any reason beyond Rehmann's
<br />reasonable control.
<br />INDEPENDENT CONTRACTOR - Rehmann's relationship with
<br />Client will be that of an independent contractor and not that of
<br />an employee. (i) Rehmann shall be solely responsible for
<br />determining the method, details and means of performing the
<br />Services; and (ii) neither Rehmann, nor any partner, agent or
<br />employee of Rehmann, has authority to enter into contracts
<br />that bind Client or create obligations on the part of Client
<br />without the prior written authorization of Client.
<br />OFFERS OF EMPLOYMENT - Neither party shall, during the term
<br />of this engagement letter and for one (1) year after its
<br />termination, either directly or indirectly, separately or in
<br />association with others, interfere with, impair, disrupt or
<br />damage Rehmann's business by soliciting, encouraging or
<br />recruiting any of the employees or contract workers of
<br />Rehmann with whom Company had contact, or about whom
<br />Company acquired Proprietary Information, during employee or
<br />contractor's performance hereunder, for the purpose of
<br />persuading them to discontinue their employment or
<br />engagement with Rehmann. Company agrees that any breach of
<br />this Article would damage Rehmann in an amount difficult to
<br />ascertain with certainty, and that in the event that Consultant
<br />breaches this provision resulting in Rehmann's losing the
<br />services of an employee or independent contractor for any
<br />period of time, Company shall pay to Rehmann an amount equal
<br />to one hundred and fifty percent (150%) of the compensation
<br />paid by Rehmann for the immediately prior calendar year of the
<br />applicable employee or independent contractor.
<br />ADDITIONAL SERVICES - Management may request that we
<br />perform additional services not addressed in this engagement
<br />letter. If this occurs, we will communicate with management
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<br />continue to be governed by the terms of this engagement letter.
<br />CHANGES IN STANDARDS, LAWS AND REGULATIONS - We perform
<br />services for the Company based on present professional
<br />standards, laws and regulations. While we may on occasion be
<br />able to communicate with management with respect to changes
<br />in professional standards, laws and regulations, as a general
<br />principle we cannot undertake with clients to advise them of
<br />every change that may occur. The Company can always obtain
<br />reassurance in this regard by contacting us for an updated
<br />review of the Company's situation.
<br />BILLING POLICIES - In accordance with our Firm policies, work
<br />may be suspended if the Company's account becomes 30 days
<br />or more overdue and will not be resumed until the account is
<br />paid in full or we have a definitive payment agreement
<br />approved by our Firm administrator in Saginaw, Michigan. If we
<br />elect to terminate our services for nonpayment, our
<br />engagement will be deemed to have been completed even if we
<br />have not completed our work. The Company will be obligated
<br />to compensate us for all time expended and to reimburse us for
<br />all out-of-pocket expenditures through the date of termination.
<br />Our terms and conditions impose a late charge of 1.5% per
<br />month, which is an annual percentage rate of 18%. Balances not
<br />paid within 30 days of the receipt of invoice are past due and a
<br />late charge of 1.5% will be applied to the entire past due
<br />amount.
<br />CLAIMS - Because there are inherent difficulties in recalling or
<br />preserving information as the period after an engagement
<br />increases, the Company agrees that, notwithstanding the
<br />statute of limitations of any particular State or U.S. Territory,
<br />any claims based on our services or workmanship must be filed
<br />within 12 months after performance of our service, unless
<br />management has previously provided us with a written notice
<br />of a specific defect in our services that forms the basis of the
<br />claim.
<br />The Company shall indemnify and hold harmless Rehmann and
<br />its personnel from and against any payment, loss, cost or
<br />expense (including reasonable attorneys' fees) paid or incurred
<br />by Rehmann at any time and in any way (a) relating to claims by
<br />any Company employees or former employees and (b)
<br />attributable to misrepresentations of the Company. The
<br />foregoing indemnity is intended to apply to the extent not
<br />contrary to applicable law. This paragraph shall survive the
<br />termination of this agreement for any reason.
<br />THIRD PARTY PROCEEDINGS • As a result of our prior or future
<br />services to the Company, we might be requested to provide
<br />information or documents to management or a third party in a
<br />legal, administrative, or arbitration or similar proceeding in
<br />which we are not a party. If this occurs, our efforts in complying
<br />with such requests will be deemed billable to the Company as a
<br />separate engagement. We shall be entitled to compensation for
<br />our time and reasonable reimbursement for our expenses
<br />(including legal fees) in complying with this request. For all
<br />requests, we will observe the confidentiality requirements of
<br />our profession and will notify management promptly of the
<br />request.
<br />PROMOTIONAL MATERIALS - The Company consents to
<br />Rehmann's use of your Company name and a factual description
<br />of the services to be performed by Rehmann under this
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