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In connection with our performance of this non -attest service, you agree that you will:
<br />- Continue to make all management decisions and perform all management functions.
<br />- Designate an employee with suitable skill, knowledge, and / or experience, preferably within senior
<br />management, to oversee the services we perform.
<br />- Evaluate the adequacy and results of our non -attest services.
<br />- Establish and maintain internal controls, including monitoring ongoing activities related to the non -attest
<br />function.
<br />Terms and Conditions
<br />1. To the extent allowed under applicable law, the aggregate liability (including attorney's fees and all other
<br />costs) of either party and its present or former partners, principals, agents or employees to the other party
<br />related to the services performed under this Agreement shall not exceed the fees paid to Baker Tilly under
<br />the portion of this Agreement to which the claim relates, except to the extent finally determined to have
<br />resulted from the gross negligence, willful misconduct or fraudulent behavior of the at -fault parry.
<br />Additionally, in no event shall either party be liable for any lost profits, lost business opportunity, lost data,
<br />consequential, special, incidental, exemplary or punitive damages, delays or interruptions arising out of or
<br />related to this Agreement even if the other party has been advised of the possibility of such damages.
<br />2. Each party recognizes and agrees that the warranty disclaimers and liability and remedy limitations in this
<br />Agreement are material bargained for bases of this Agreement and that they have been taken into account
<br />and reflected in determining the consideration to be given by each party under this Agreement and in the
<br />decision by each party to enter into this Agreement.
<br />3. Neither this Agreement nor any rights or obligations hereunder shall be assigned or delegated by Baker
<br />Tilly without your prior written consent. This Agreement shall be modified only by a written agreement duly
<br />executed by you and Baker Tilly. Should any of the provisions hereunder be found to be invalid, void, or
<br />voidable by a court, the remaining provisions shall remain in full force and effect. Notwithstanding the
<br />foregoing, Baker Tilly may assign and transfer this Agreement to any successor that acquires all or
<br />substantially all of the business or assets of Baker Tilly by way of merger, consolidation, other business
<br />reorganization, or the sale of interests or assets.
<br />4. Copies of all hard copy documents associated with the recruitment will be retained for three (3) years from
<br />the anniversary date of the hiring of the candidate. Retention of records beyond three (3) years must be
<br />requested in writing before the conclusion of the Project.
<br />5. Baker Tilly US, LLP and Baker Tilly Advisory Group, LP and its subsidiary entities provide professional
<br />services through an alternative practice structure in accordance with the AICPA Code of Professional
<br />Conduct and applicable laws, regulations and professional standards. Baker Tilly US, LLP is a licensed
<br />independent CPA firm that provides attest services to clients. Baker Tilly Advisory Group, LP and its
<br />subsidiary entities provide tax and business advisory services to their clients. Baker Tilly Advisory Group,
<br />LP and its subsidiary entities are not licensed CPA firms. Baker Tilly Advisory Group, LP and its
<br />subsidiaries and Baker Tilly US, LLP are independent members of Baker Tilly International. Baker Tilly
<br />International Limited is an English company. Baker Tilly International provides no professional services to
<br />clients. Each member firm is a separate and independent legal entity, and each describes itself as such.
<br />Baker Tilly Advisory Group, LP and Baker Tilly US, LLP are not Baker Tilly International's agents and do
<br />not have the authority to bind Baker Tilly International or act on Baker Tilly International's behalf. None of
<br />Baker Tilly International, Baker Tilly Advisory Group, LP, Baker Tilly US, LLP, nor any of the other member
<br />firms of Baker Tilly International has any liability for each other's acts or omissions. The name Baker Tilly
<br />and its associated logo is used under license from Baker Tilly International Limited.
<br />6. FORM 1295: Baker Tilly, in compliance with the laws of the State of Texas, will execute and file Form 1295,
<br />notice of interested parties, which can be found on the website of the Texas Ethics Commission at
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<br />7. MANDATORY ANTI -DISCRIMINATION AND OTHER PROVISIONS: Baker Tilly acknowledges this
<br />Agreement may be terminated and payment withheld if this certification is inaccurate. Pursuant to Section
<br />Baker Tilly US, LLP and Baker Tilly Advisory Group, LP, trading as Baker Tilly, operate under an alternative practice structure and are
<br />members of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities.
<br />2024 Baker Tilly Advisory Group, LP
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