GENERAL BUSINESS TERMS
EF Cost Recovery
A. Services. It is understood and agreed that EF Cost Recovery services frequently include
advice and recommendations, but all decisions in connection with the implementation of such advice
and recommendations shall be the responsibility of Client. In connection with its services, EF Cost
Recovery shall be entitled to rely on all representations, decisions, and approvals of Client and his
representatives and agents. Client understands and acknowledges that neither EF Cost Recovery nor
its employees, agents or representatives are providing legal services in connection with this
B. Payment of Invoices. EF Cost Recovery’s invoices are payable and due upon receipt.
Without limiting its rights or remedies, EF Cost Recovery shall have the right to terminate its services
and / or withhold the “product deliverable” until payment is received on all invoices. Should
invoices not be paid within ten (10) days from the date of said invoice, EF Cost Recovery will
charge an additional 1 ½% of such outstanding invoice for each thirty day period that elapses
once payment is due; this is limited to 18% per annum. If the client fails to adhere to any
portion of this provision, the audit defense provision as stated in the above agreement will be
deemed to be null and voidable at EF Cost Recovery’s sole discretion.
C. Limitation on Damages. Client agrees that EF Cost Recovery and its personnel shall
not be liable to Client or any related parties for any claims, liabilities, or expenses relating to
this engagement for an aggregate amount in excess of the fees paid to EF Cost Recovery by
Client. In no event shall EF Cost Recovery or its personnel be liable for consequential, special,
indirect, incidental, punitive, or exemplary losses or damages relating to this engagement.
This limitation on liability provision shall apply to the fullest extent of the law, whether in
contract, statute, tort, or otherwise.
D. Termination. If Client terminates EF Cost Recovery’s services, Client shall pay to EF
Cost Recovery all invoices outstanding for fees and expenses incurred within seven (7) days of the
effective date of termination.
E. Termination Fee. Separate from the retainer fee, in the event that Client terminates the
Agreement, for any reason, prior to completion of the Services called for therein, the Client will pay
EF Cost Recovery a termination fee in the amount of Five Thousand Dollars.
F. Standard Hourly Rates. EF Cost Recovery’s standard hourly rates vary based upon the
background, expertise and experience of the individual providing the service. Rates per hour
generally vary as follows: attorneys ($325 to $695); CPAs ($175 to $425);
engineers/chemists/software specialists/biologists/other scientific expertise ($325 to $695); and
paralegals/administrative staff ($110). In some cases, EF Cost Recovery may elect to charge
Client its standard blended hourly rate of $375/hour. Accrued time for review and analysis shall be
included in the professional fees and subject to the fee cap as stated herein. Further, Client
understands and agrees that EF Cost Recovery shall bill Client in minimum of quarter hour
increments. EF Cost Recovery will endeavor to assign services and tasks to professionals and other
personnel at the most cost efficient level of expertise competent to perform the services or tasks
G. Duty to Cooperate. EF Cost Recovery relies upon the documentation, representations and
other factual information provided by Client to implement and defend (in the event of audit) the Study.
provided with the amended returns and shall be sent via certified mail. If the client fails to
adhere Client are false or if Client fails to cooperate with EF Cost Recovery during the implementation or
defense of the Study, then any representations or warranties provided by EF Cost Recovery in
this agreement, save for fees due and payable to EF Cost Recovery, will be deemed to be null
and voidable at EF Cost Recovery’s sole discretion.
H. Third Parties and Internal Use. Except as otherwise agreed, all services hereunder shall be
solely for Client’s internal purposes and use, and this engagement does not create privity between EF
Cost Recovery and any person or party other than Client. This engagement is not intended for the
express or implied benefit of any third party. No third party is entitled to rely, in any manner or
for any purpose, on the advice, opinions, reports, or other services of EF Cost Recovery.
I. Information and Data. EF Cost Recovery shall be entitled to assume, without
independent verification, the accuracy of all representations, assumptions, information and data that
Client and his representatives provide to EF Cost Recovery. All assumptions, representations,
information and data to be supplied by Client and his representatives will be complete and accurate to
the best of his knowledge.
J. Based on Current Tax Laws. Client’s understanding that any tax assistance provided
pursuant hereto will be based upon the law, regulations, cases, rulings and other tax authority in effect
at the time specific tax assistance is provided. If there are subsequent changes in or to the foregoing
tax authorities (for which EF Cost Recovery shall have no specific responsibility to advise
you), Client acknowledges that such changes may result in that tax assistance being rendered invalid
or necessitate (upon Client’s request) a reconsideration of that prior tax assistance.
K. Subject to Review: Client’s understanding and agreement that the results of EF Cost
Recovery’s tax assistance may be audited and challenged by the IRS and other tax authorities, who
may not agree with our positions. We believe that this claim for refund will receive substantive
review from the IRS. In this regard, Client understands that the result of any tax assistance is not
binding on the IRS, or other tax authorities or the courts and should never be considered a
representation, warranty, or guarantee that the IRS or the courts will concur with our advice or
L. Governing Law and Severability. These terms, and the engagement letter to which these
terms are appended, including the exhibits, shall be governed by, and construed in accordance with,
the laws of the State of Massachusetts (without giving effect to the choice of law principles
thereof). Furthermore, the parties agree that any action brought by either party shall be brought and
prosecuted within the jurisdiction of the state courts located in Bristol County, Massachusetts, and
the parties consent to the jurisdiction of the state courts located in Bristol County,
Massachusetts. If any provision of this Agreement 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 in this Agreement.
M. Document Retention. EF Cost Recovery will maintain the documents received from
client for a period of three years from the date of performing such study. EF Cost Recovery
recommends that Client maintain these files for at least the period that such tax years remain subject
to audit by the Internal Revenue Service.
N. Filing of Amended Returns. Furthermore, Client shall file any and all amended returns
related to the Service(s) with the appropriate tax authority within thirty (30) days of delivery to Client
of said amended returns (whether or not EF Cost Recovery was used to prepare the amended
returns). If applicable, the amended returns shall be filed in accordance with the instructions provided with the amended returns and shall be sent via certified mail. If the client fails to adhere
to this provision, any audit defense provision as stated in the above agreement will be deemed to
be null and voidable at EF Cost Recovery’s sole discretion.
IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the IRS, we
inform you that any U.S. federal tax advice contained in this communication (including any
attachments) is not intended or written to be used, and cannot be used, for the purpose of
(i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or
recommending to another party any transaction or tax-related matter[s].