1. Scope The MB Group, LLC (the “MB Group”) shall be obligated only for services specified in engagement letters or as agreed upon verbally or via email correspondence.  Should The MB Group encounter issues or circumstances that are beyond the agreed upon scope, we will endeavor to notify Client of such issues or circumstances as they arise; however, we will exercise our professional judgment when proceeding with work completion.  By accepting these Standard Terms and Conditions, you confirm our presumption that you consent to additional fees commensurate with the work required to complete the agreed upon services.  Unless expressly provided for or specified under a separate engagement letter, The MB Group’s services do not include representing Client in the event of a challenge by the IRS or other tax or revenue authorities.

2. Term This engagement will come into full force and effect upon receipt by The MB Group of the signed engagement letter or the receipt of information to begin work.  This engagement may be terminated by either party at any time by giving 60-day written notice to the other party.  By your executing an engagement agreement, or through your delivery to The MB Group of information to begin work, you accept these Standard Terms and Conditions.

If this or any previous engagement involved tax planning matters, the potential anticipated benefits of which are no longer possible to achieve because of legislative, regulatory, or other administrative change or judicial decision, or any combination thereof, Client’s sole remedy against The MB Group under this engagement is limited to a release of Client’s obligation to The MB Group of any fees not yet due as of the date of the enactment of the legislation, promulgation of the regulation or other administrative guidance, or date of judicial decision.  If at any time during this engagement, Client decides for any other reason it is not in the best interest of Client to continue with the engagement, Client may notify The MB Group to that effect.  In the event of such notification, Client agrees to pay The MB Group for time charges at standard hourly rates and actual expenses incurred to the date of notification in addition to any fee paid at the commencement of the engagement.

3. Payment of Invoices Client agrees by accepting the terms of the engagement letter, to pay all invoices to The MB Group at the time invoices are issued or, as applicable based upon the engagement, when services are renered. The MB Group reserves the right to withhold the delivery and filing of tax returns or accounting data until payment has been received.

4. Cooperation Client shall cooperate with The MB Group in the performance by The MB Group of its services hereunder, including, without limitation, providing The MB Group with timely access to data, information and personnel of Client.  Client shall be responsible for the performance of its employees and agents and for the accuracy and completeness of all data and information provided to The MB Group for purposes of the performance by The MB Group of its services.

5. Reliance on Information/Authorities The MB Group will base its conclusions on the facts and assumptions that Client submits and will not independently verify this information.  Inaccuracy or incompleteness of the information Client provides could have a material effect on The MB Group’s conclusions.  With regard to the filing of State returns, The MB Group will not be responsible for any tax liabilities, penalties, interest, or any other damages if Client declines to file in a recommended or required State, fails to inform The MB Group that a State filing is required or if Client’s recordkeeping is in adequate/insufficient for us to advise on recommended State filings.  In rendering its advice, The MB Group may consider, for example, the applicable provisions of the Internal Revenue Code of 1986, as amended, and the relevant state statutes, the regulations thereunder, and judicial and administrative interpretations thereof.  These authorities are subject to change, retroactively and/or prospectively, and any such changes could affect the validity of The MB Group’s advice.  The MB Group will not update its advice for subsequent changes or modifications to the law and regulations, or to the judicial and administrative interpretations thereof, unless Client separately engages The MB Group to do so after such changes or modifications.

6. Federal Confidential Communications Privilege A confidentiality privilege under Internal Revenue Code Section 7525 may pertain to certain communications between The MB Group personnel and Client regarding federal tax advice provided pursuant to this engagement.  By retaining The MB Group, Client agrees that The MB Group is instructed to claim the privilege on Client’s behalf, with respect to any applicable communications, up to and until such time as Client may waive any such privilege in writing.  As disclosure of any such confidential communications to the Internal Revenue Service or other third party may cause any confidentiality privilege to be waived, Client should notify The MB Group if the Internal Revenue Service or other third-party requests information about any tax advice or tax advice documents provided by The MB Group.

Privileged information may be used by an audit client in preparing its financial statements and, subsequently by The MB Group, as its auditors, in auditing those financial statements.  Professional standards require members of the audit team to discuss matters that may affect the audit with firm personnel responsible for non-audit services, which includes tax services.  The Internal Revenue Service may take the position that such use or communications results in waiver of the privilege.  By agreeing to these Standard Terms and Conditions, Client, if an audit client of The MB Group, acknowledges this possibility and authorizes The MB Group’s use of such information in its audit work when required by applicable professional standards.

Client understands that The MB Group makes no representation, warranty, or promise, and offers no opinion with respect to the applicability of such confidentiality privilege to any communication and agrees to hold The MB Group harmless should the privilege be determined not to apply to particular communications.  Client agrees to indemnify The MB Group for any attorney’s fees and other costs and expenses incurred by The MB Group in defending the confidential privilege on Client’s behalf.

7. Management Responsibility To the extent that The MB Group’s relationship with Client requires auditor independence, The MB Group shall not be required to, and shall not, undertake any task or function which The MB Group in its sole judgment determines would impair its independence under the applicable auditor independence rules. Such rules are as defined or interpreted by the American Institute of Certified Public Accountants, the Securities and Exchange Commission, the ISB, the state boards of accountancy, any other regulatory authority exercising competent jurisdiction over The MB Group, and The MB Group’s professional practice policies, as the same may be amended from time to time .

The MB Group will not, pursuant to this engagement, perform any management functions for Client nor make any management decisions. Client understands and agrees that pursuant to this engagement, Client’s responsibilities include the following:

     1. Designating a management level individual or individuals to be responsible for overseeing the services being provided;
    2. Evaluating the adequacy of the services performed and any findings that result;
    3. Making management decisions, including accepting responsibility for the results of the services; and
    4. Establishing and maintaining internal controls, including monitoring ongoing activites.

8. Disclosure and Restriction on Use If this engagement relates to a strategy offered by The MB Group to Client that is designed to reduce or defer federal income tax for a direct or indirect corporate participant, pursuant to Temporary Treasury Regulation section 301.6111-2T(c), Client is expressly prohibited from disclosing any aspect of the strategy to any and all persons.

Verbal or written advice provided by The MB Group to Client is for the information and use of Client only and may not be shared with any third party without the express written permission of The MB Group.

9. Limitation of Liability and Indemnity The MB Group’s maximum liability to Client arising for any reason relating to services rendered under this engagement shall be limited to the fees paid for specific services to which the liability arises.  In the event of a claim by a third party relating to services under this engagement, Client will indemnify, defend and hold harmless The MB Group and its personnel from all such claims, liabilities, costs and expenses, including, without limitation, attorneys’ fees, except to the extent determined to have resulted from the intentional or deliberate misconduct of The MB Group personnel.

10. Legal Counsel Client should consult with and/or engage legal counsel for the purpose of advising on non-tax legal aspects of matters on which The MB Group provides tax advice and drafting any legal documents and/or agreements that may be required in connection therewith.  The MB Group will provide Client’s legal counsel with tax-related advice that is deemed necessary by Client’s legal counsel to draft such documents and/or agreements.  To the extent services of legal counsel or other professional service providers are required, Client is responsible for engaging and paying such service providers.

11. Independent Contractor It is understood and agreed that each of the parties hereto is an independent contractor and that neither party is, nor shall be considered to be, an agent, representative, partner or joint venturer of the other.  Neither party shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other.

12. Entire Agreement These terms and any engagement letter to which these terms are appended, including any Exhibits, constitute the entire agreement between The MB Group and Client with respect to the subject engagement and supersede all other oral and written representation, understandings or agreements relating to the subject engagement.

13. Governing Law These terms and the engagement letter to which these terms are appended shall be governed by and construed in accordance with the laws of the State of Texas.

CPAs, like all providers of personal financial services, are required by law to inform their clients of their policies regarding privacy of client information.  CPAs have been and continue to be bound by professional standards of confidentiality that are even more stringent than those required by law. Therefore, we have always protected your right to privacy.

14. Privacy Policy

a) Types of Nonpublic Personal Information We Collect
We collect nonpublic personal information about you that is provided to us by you or obtained by us with your authorization.

b) Parties to Whom We Disclose Information
For current and former clients, we do not disclose any nonpublic personal information obtained in the course of our practice except as required or permitted by law. Permitted disclosures include, for instance, providing information to our employees, and in limited situations, to unrelated third parties who need to know that information to assist us in providing services to you.  In all such situations, we stress the confidential nature of information being shared.

c) Protecting the Confidentiality and Security of Current and Former Clients’ Information
We retain records relating to professional services that we provide so that we are better able to assist you with your professional needs and, in some cases, to comply with professional guidelines. In order to guard your nonpublic personal information, we maintain physical, electronic, and procedural safeguards that comply with our professional standards.

d) Access to Personal Information
Only our employees have access to any nonpublic personal information in our records. All employees will hold this information in confidence and will not release it to people outside firm, except as agreed by you or required by law.

e) Disposal of Personal Information
We will dispose of records that contain nonpublic personal information by modifying the personal information to make it unreadable or undecipherable. We may make personal information unreadable by shredding, erasing, or other means. We may also dispose of personal information by contracting with a person engaged in the business of disposing of records that contain confidential information.

Please call if you have any questions, because your privacy, our professional ethics, and the ability to provide you with quality financial services are very important to us.

15. Digital Signatures By accepting these Standard Terms and Conditions, you consent and authorize The MB Group’s use of and reliance on digital or electronic signatures, including, without limitation, use of DocuSign or similar service providers.  You agree to comply with all security authentication protocol established by The MB Group, including, without limitation, the request for answers to security and/or knowledge based questions.