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Rehmann Engagement Letter Terms
<br />ADDITIONAL SERVICES - The Parties may request that we perform
<br />additional services not addressed in this engagement letter. If this
<br />occurs, we will communicate with management regarding the
<br />scope of the additional services and the estimated fees. We also
<br />may issue a change order form (an attached example is provided),
<br />or a separate engagement letter covering the additional services.
<br />In the absence of any other written communication from us
<br />documenting such additional services, our attest services will
<br />continue to be governed by the terms of this engagement letter.
<br />CODE OF CONDUCT - Management is responsible for identifying
<br />any violations by employees of the Parties' code of conduct.
<br />CHANGES IN STANDARDS, LAWS AND REGULATIONS - We perform
<br />services for the Parties based on present professional standards,
<br />laws and regulations. While we may on occasion be able to
<br />communicate with management with respect to changes in
<br />professional standards, laws and regulations, as a general principle
<br />we cannot undertake with clients to advise them of every change
<br />that may occur. The Parties can always obtain reassurance in this
<br />regard by contacting us for an updated review of the Parties'
<br />situation.
<br />MANAGEMENT'S REPRESENTATIONS - The procedures we will
<br />perform in our engagement and the conclusions we reach as a basis
<br />for our report will be heavily influenced by the written and oral
<br />representations that we receive from management. Accordingly,
<br />false, misleading, incomplete, or omitted representations could
<br />cause us to expend unnecessary efforts or could cause material
<br />error or a fraud to go undetected by our procedures. In view of the
<br />foregoing, the Parties agrees that we shall not be responsible for
<br />any material misstatements in the Parties' financial statements
<br />that we may fail to detect as a result of false, inaccurate,
<br />incomplete, or misleading representations that are made to us by
<br />management. In addition, the Parties further agrees to indemnify
<br />and hold us harmless for any liability and all reasonable costs,
<br />including legal fees, that we may incur as a result of the services
<br />performed under this engagement in the event there are false or
<br />misleading representations made to us by any member of the
<br />Parties' management.
<br />CLIENT ASSISTANCE - We understand that the Parties' employees
<br />will prepare all documents we request and will locate and refile
<br />any documents selected by us for testing. In addition, management
<br />will provide us with copies of all minutes and other corporate
<br />documents that we believe may have a bearing on our evaluation
<br />of the Parties' financial affairs.
<br />WORK SPACE - The Parties shall provide reasonable work space for
<br />Rehmann personnel at work sites, as well as occasional clerical
<br />support services. The Parties understands that Rehmann's
<br />performance is dependent on the Parties' timely and effective
<br />satisfaction of its own activities and responsibilities in connection
<br />with this engagement, as well as timely decisions and approvals by
<br />Parties personnel.
<br />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. In
<br />addition, management will also be responsible for obtaining all
<br />third -party consents, if any, required to enable Rehmann to access
<br />and use any third -party products necessary to our performance.
<br />EMAIL - The Parties acknowledges that (a) Rehmann, the Parties
<br />and others, if any, participating in this engagement may
<br />correspond or convey documentation via Internet e-mail unless the
<br />Parties expressly requests otherwise, (b) no party has control over
<br />the performance, reliability, availability, or security of Internet e-
<br />mail, and (c) Rehmann shall not be liable for any loss, damage,
<br />expense, harm or inconvenience resulting from the loss, delay,
<br />interception, corruption, or alteration of any Internet e-mail due
<br />to any reason beyond Rehmann's reasonable control.
<br />OFFERS OF EMPLOYMENT - Professional standards require us to
<br />be independent with respect to the Parties in the performance of
<br />our services. Any discussions that management has with personnel
<br />of our Firm regarding employment could pose a threat to our
<br />independence. Therefore, we request that management inform us
<br />prior to any such discussions so that we can implement appropriate
<br />safeguards to maintain our independence.
<br />Neither party shall, during the term of this engagement letter and
<br />for one (1) year after its termination, solicit for hire as an
<br />employee, consultant or otherwise any of the other party's
<br />personnel without such other party's express written consent. If
<br />the Parties desires to offer employment to a Rehmann associate
<br />and the associate is hired in any capacity by the Parties, a market-
<br />driven compensation placement fee may apply.
<br />ADDITIONAL FEES AND BILLING POLICIES - It must be understood
<br />that the nature of our engagement requires us to exercise our
<br />independent professional judgment with respect to various issues.
<br />In reaching our conclusions, we must retain the right to judge the
<br />nature and scope of the work required in order to conform to
<br />professional standards, as well as the work we deem necessary to
<br />enable us to reach the conclusions and form the opinions required
<br />of us, if applicable. If our judgment as to the scope of the work
<br />required causes us to reassess our estimate of fees for this
<br />engagement, we will so advise the Parties. We reserve the right to
<br />refrain from performing additional work (and thereby incurring
<br />additional time charges) unless and until the Parties has confirmed
<br />its understanding of, and agreement to, any additional estimated
<br />charges.
<br />Our fee estimate is based upon our discussions with management,
<br />in which management has disclosed no unusual problems or issues
<br />which would require us to conduct a review of unusual scope or
<br />otherwise expend time and effort in excess of that normally
<br />anticipated in an engagement of this type. The estimate also
<br />assumes that we will have the full cooperation of Parties
<br />personnel, as required, and that there is a reasonable continuity
<br />of Parties personnel familiar with the matters to which our
<br />engagement relates. In addition, our fee is based on the
<br />experience level of our personnel, at their respective standard
<br />hourly rates, performing certain procedures at certain
<br />timeframes. If we are caused to vary from that planning formula,
<br />additional fees will need to be charged to allow for more
<br />experienced personnel performing the work, reallocation of our
<br />client priority, overtime, etc. Further, management will provide
<br />us with the schedules and records that we request (which
<br />ordinarily are detailed in a request list in advance of our fieldwork)
<br />and that all such schedules and records will be provided to us
<br />timely in accordance with the scheduled fieldwork dates, to be
<br />mutually agreed upon. If the requested schedules and records are
<br />not provided to us in accordance with the scheduled dates and we
<br />are unable to continue our work, we will resume our work as soon
<br />as the schedules and records are provided to us and our
<br />professionals assigned to the engagement again become available.
<br />As a result of well-publicized events, global economic
<br />convergence, and the continued evolution of the accounting
<br />profession, accounting and auditing standard setters and
<br />regulators are continually evaluating the need for changes that
<br />may affect the Parties. Such changes may result in changes in
<br />financial reporting and expanding the nature, timing and scope of
<br />activities we are required to perform to provide the services
<br />discussed in this letter. Proposed changes and shortened deadlines
<br />could result in a reduction of the level of assistance and
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