Master Services Agreement

MASTER SERVICES AGREEMENT

This Master Services Agreement (“Agreement”), governs our relationship with individuals and their companies (collectively, the “Client”) who interact GBS Group, Inc., GBS Consulting Group, Inc. and GBS Consultants, Inc. (collectively, the “Firm”).

RECITALS

WHEREAS, Firm is in the business of accounting, taxes, business consulting, document preparation and other related services (the “Services”).

WHEREAS, Client desires to engage Firm to provide all or some of the Services and Firm agrees to perform the Services, on the terms and conditions set forth herein.

WHEREAS, Company and Client agree that this Agreement shall apply to any and all work that Firm does for Client from the date herein onward, unless in writing to the contrary.

AGREEMENT

1. Services: Firm agrees to perform all or some of the Services for Client as more specifically described in one or more engagement letter(s), the form of which is attached hereto as Exhibit “A” (the “Engagement Letter(s)”). Unless otherwise stated in writing, Firm shall solely perform the Services as specified in the Engagement Letter. Any conflict or inconsistency between the provisions of this Agreement and any executed Engagement Letter shall be resolved in favor of the executed Engagement Letter.
   
2. Term: This Agreement shall remain in full force and effect and govern Services referenced in the Engagement Letter (s) until this Agreement is terminated, in writing, or the parties mutually agree, in writing otherwise.
   
3. Cooperation: Client shall use its best efforts to assist Firm in the performance of its obligations under this Agreement and the Engagement Letter(s) and shall undertake any responsibilities that Firm requires to complete the Services at its own expense. Client shall make available to Firm a designated representative named in the Engagement Letter (“Primary Contact”), who shall be authorized to make binding decisions for Client regarding the Services and shall perform or have performed other duties and requirements of Client as set forth in this Agreement or in an applicable Engagement Letter.
   
4. Reliance: Firm will rely upon Client in furnishing adequate documentation for the Services. The Services will be performed based on information supplied by Client. Firm may rely on the items supplied by Client with no obligation to independently verify the contents therein. Before Firm accepts the engagement, Client must inform Firm of any correspondence Client has received from any taxing or government authority during the past three years. Client shall inform Firm promptly of any correspondence from any taxing authority related to returns prepared by Firm. Firm is not engaged to detect fraud, embezzlement, or any other wrongdoing. We will prepare Client’s tax returns and financial statements based on the information provided by Client. It is Client’s responsibility to provide information that is authentic and accurate. Firm will rely upon Client’s representations that the information provided is correct and authentic. Preparing a tax return or financial statements according to governing professional standards provides no assurance that the information is accurate or properly recorded according to Generally Accepted Accounting Principles.
   
5. Limitations of Service and Responsibilities: The Services performed by Firm for Client represent Firm’s best efforts and professional judgments. Our work often involves application of conflicting authorities and interpretations that present varying possibilities of challenges from the IRS, state taxing authorities, and other agencies. Opinions of various IRS or government personnel and of various courts are often conflicting. Judicial and legislative thought is subject to continual change. Therefore, Firm can only guarantee our very best efforts to help you arrive at the lowest legal tax liability. If there are any penalties caused by errors made by the Firm, the firm will pay such penalties subject to the terms below; an error is not defined as a result of a choice by Client to pursue an aggressive stance on a matter in which Client was informed of the potential challenge. The Firm limits its liability to the tax preparation fee charged by the firm or the amount of the penalty, whichever is less. Any tax liability and interest assessment remain the responsibility of Client. All work product produced during the course of this Agreement is intended for Client’s use only. All tax returns are subject to review by taxing authorities. The fee for the Services does not include any assistance Client may need in connection with inquiries, examinations, or any subsequent assessments by such authorities. Firm assumes no managerial capacity for Client through this Agreement. For example, Firm does not act as Client’s director, financial officer, or controller and Firm incurs no responsibility or liability for managerial decisions. Client understands that Firm has not, does not and will not be providing legal advice of any kind. None of the Services shall be deemed legal in nature. Should Client wish to seek legal advice of any kind it shall have the obligation to seek the guidance of an attorney.
   
6. Firm’s Personnel: Unless otherwise stated in the applicable Engagement Letter(s), Firm shall have sole discretion over the identity of its personnel used to provide the Services, provided that Firm shall ensure that the personnel are in all cases suitably qualified and experienced. Where specific personnel are specified in an applicable Engagement Letter(s), Firm shall use reasonable efforts to provide the Services through those personnel, provided that Firm shall be entitled to replace such personnel with personnel of equivalent qualification and experience. Client acknowledges that Firm’s employees and contractors go through training at substantial cost to the Firm and are an asset to Firm. If Client or its affiliates decides to employ or contract with any of the Firm’s employees or contractors that have worked with the Firm in the previous eighteen (18) months, Client will pay Firm a recruitment fee of 20% of the annual cash compensation of the employee in question when they ceased employment at Firm.
   
7. Independent Contractors: Client acknowledges that depending on the Service provided, Firm may use independent contractors with or without notice to Client. It is at Firm’s sole discretion when to complete the Services with the use of independent contractors. Firm will have written agreements with any independent contracts used in conjunction with services provided. Client acknowledges that registered agent services are provided by the agent listed in company records with the corresponding state agency. Firm may use independent contractors to provide registered agent services at the firms discretion. In the case of any breach of duties by the registered agent client indemnifies and holds harmless the firm.
   
8. Consent of offshore support disclosure of tax return information: The client authorizes that any and all information furnished to us for or in connection with the preparation of tax returns, other than the 1040 series, under this master service agreement, may, for a period of eight years, be disclosed to our offshore staff , engaged directly or indirectly in providing tax planning or preparation of tax returns.
   
   Disclosures under this paragraph may consist of all information contained in tax returns. If the client wishes to request a limited disclosure of tax return information, the taxpayer must inform us.
   
   The client acknowledges that their tax return information may be disclosed to our affiliates, related entities, or subcontractors outside the United States.
   
9. Consent to use tax return information: The client authorizes that all information furnished to us for, or in connection with, the preparation of the client’s tax returns may, for a period of eight years, be disclosed to and used by us for the sole purpose of providing personalized advice based on your tax situation, updates regarding tax law changes, develop new or improved products and services, and invite you to exclusive offers. Disclosures under this paragraph may consist of all information contained in the client’s tax returns for the pertinent tax year.
   
10. Fees: Client shall pay Firm on a time and materials basis unless specified in the Engagement Letter(s).
    
11. Invoices/Payment: Firm shall invoice Client. Any such invoice shall be payable within fifteen (15) days of the expiration of terms. Late payments shall accrue interest at a rate of the lesser of one and one-half percent (1.5%) per month or the highest rate allowed by law. In the event of any dispute with regard to a portion of an invoice, the undisputed portion shall be paid as provided herein.
    
12. Expenses: Client shall reimburse Firm for all materials and reasonable out-of-pocket Fees and Expenses incurred in connection with the performance of its obligations under this Agreement (“Expenses”). Firm shall obtain Client’s prior written approval for any single out-of-pocket Expense which is anticipated to exceed $200, or any aggregated out-of-pocket Expenses which are anticipated to exceed $500.
    
13. Data Security/Client Confidentiality: Firm stores information electronically and will communicate with Firm and others via email. Firm will take appropriate and customary measures to ensure data security and client confidentiality. However, as electronic information can be stolen and emails intercepted or otherwise disclosed by third parties, Firm cannot guarantee that information will be absolutely secure. In that regard, Client agrees that Firm shall have no liability for any claim, loss or damage arising from the disclosure of confidential or proprietary information. Client recognizes that Firm has and will have the following information: business affairs, process information, trade secrets, technical information, customer lists and other proprietary information (collectively, “Information”) which are valuable, special and unique assets of Client and need to be protected from improper disclosure. In consideration for the disclosure of the Information, Firm agrees that it will not at any time or in any manner, either directly or indirectly, use any Information for Firm’s own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of Client. Firm will protect the Information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement.
    
14. Notices: All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice“) must be in writing and addressed to the other Party at its address set forth in this Section (or to such other address that the receiving Party may designate from time to time in accordance with this Section): (i) Notice to the Client shall be given to the Client’s last listed address and email on the records of Firm; and (ii) Notice to Firm shall be sent to 7971 Riviera Blvd. Suite 204 Miramar, Florida 33023, or if made by electronic mail to the following email address: support@gbsgroup.net.
    Unless otherwise agreed herein, all Notices must be delivered by electronic mail, personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) if given by e-mail on receipt by the receiving Party; (b) if delivered by hand, when received or refused; or (c) when mailed by certified mail, return receipt requested, when the document is placed in the postal office.
    Client shall be responsible for updating its contact information to ensure the accurate delivery of Notices. Firm can change its address by giving the Client written notice of the new email address and the date upon which it will become effective. Any notice sent by Firm not received due to outdated or incorrect contact information shall be deemed received on the date it was sent, regardless of actual receipt.
    
15. Confidentiality after termination: The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.
    
16. Limitations of Liability: In no event shall Firm be liable to Client, whether a claim be in tort, contract, or otherwise, for any consequential, indirect, lost profit or similar damages relating to the Services provided under this Agreement, except to the extent finally determined to have resulted from the willful misconduct or fraudulent behavior of Firm relating to such services.
    
17. Interruption of Service: Either party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, laws proclamations, edits, ordinances or regulations, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations.
    
18. Termination of Contract: Firm reserves the right to withdraw from the one or any of the Engagement Letter(s) at any time. If Firm withdraws from one or more Engagement Letter(s), Firm will send you a final progress billing, and Firm will then have no further obligation to complete the Services. Client agrees to pay the entire outstanding balance, including the final progress billing at the point of any termination. Should Firm have to pursue Client for any unpaid balance, Client shall owe to Firm any and all costs and fees, including reasonable attorneys’ fees up to and including any and all appellate levels, associated with the collection of any delinquent balance owed by Client.
    
19. Indemnification: Client agrees to indemnify and hold harmless Firm from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against the client that result from the acts or omissions of Firm, Firm’s employees, if any, and Firm’s agents. Should any dispute arise under this Agreement or the Engagement Letter(s), the prevailing party to that dispute shall recover fees and costs from the other party arising out of said dispute. Said fees shall including attorneys’ fees up to and including any appellate level.
    
20. Applicable Law: This Agreement shall be governed by the laws of the State of Florida. Venue for any dispute that arises out of this Agreement shall be resolved solely in Broward, County, Florida. Should the client be located in the State of Texas then sole jurisdiction for any dispute that arises out of this agreement shall be in Harris County, Texas.

Resolution of Disputes: If any dispute arises between the parties, EACH PARTY AGREES TO WAIVE ITS RIGHT TO A JURY TRIAL