Bookeeping Letter of Engagement

THIS BOOKKEEPING SERVICES LETTER (the "Agreement") is made effective as of June 9, 2023 (the "Effective Date"), by and between: (1) Cool Company (hereinafter "Company"), located at [ENTER COMPANY ADDRESS] and (2) Sample Client (hereinafter "Client"), located at [ENTER CLIENT ADDRESS] (collectively referred to herein as the "Parties", and individually as a "Party"). The Parties agree to the following terms of services.

1. Company shall provide the following services to Client: [ENTER APPLICABLE SERVICES DESCRIPTION].
   
   Company will make no attempt to adjust the records to reflect Generally Accepted Accounting Principles ("GAAP") nor to reflect proper tax record keeping. Company will make no audit or other verification of the data Client submits. Company will not perform any compilation, review or audit of any of the financial information. To perform the Services, Company will need to obtain information on a timely and periodic basis from Client. These items include, but are not limited to, all the input, such as trial balances, general ledgers, bank statements, and any other information or documentation that we may require to complete the work of this engagement. These items and any other items that Company obtains from Client will be based on information provided by Client and will be used with limited to no verification or investigation. Client's cooperation is an integral part of completing this engagement and Client agrees to provide resources and personnel with the appropriate knowledge to assist Company in completing this engagement. Client may request that Company perform additional services at a future date not contemplated by this Agreement. If this occurs, Company will communicate with Client regarding the scope and estimated cost of these additional services. Engagements for additional services will necessitate that the Parties sign a separate written agreement to reflect the obligations of both Parties. The following activities are considered outside the scope of this Agreement: (a) recording activities into QuickBooks, including journal entries, receipts, payments, generating invoices, performing bank reconciliations, (b) review and analysis of real estate software products, (c) discussion of accounting processes and procedures and/or (d) review of legal agreements.
   
   
2. This Agreement will begin on the Effective Date written above, and shall continue until [END DATE OR "until the work is completed"]. Company and Client may extend the term of this Agreement upon the mutual written consent of the Parties hereto. The Parties agree that the terms of this Agreement, including the Services and compensation provided herein, may get amended if this Agreement is extended beyond the term of this Agreement.
   
   
3. Client shall compensate Company for the Services as follows: the total services fee (not including any additional and/or out-of-pocket expenses) is [PAYMENT RATE] (the "Total Services Fee"). Client shall pay 50% of the Total Services Fee as of the Effective Date of this Agreement and the remaining 50% of the Total Services Fee when invoiced by Company to Client upon the completion of the Services (to be determined in Company's discretion). Client shall pay all invoices within [X DAYS TO PAY] of receipt from Company. In the event Client fails to pay any portion of an invoice when due, a late payment penalty of [LATE FEE PERCENTAGE]% will be assessed for every month such payment is delayed. Invoices may be paid online or other methods of payment included on invoices. Client will reimburse Company for all reasonable expenses incurred by Company in performing the Services pursuant to this Agreement, only if Company receives written consent via email from an authorized representative of Client prior to incurring such expenses and submits receipts for such expenses to Client.
   
   
4. Company retains all ownership rights to any materials provided to Client during the term of this Agreement. The materials Client is provided by Company are for Client's use only and are being provided to Client with a single-user license. Client is not authorized to share, copy, distribute, or otherwise disseminate any materials received from Company electronically or otherwise without Company's prior written consent. All such intellectual property shall remain the sole property of Company, and no license to sell or distribute Company's materials is hereby granted or implied. Client agrees not to reproduce, duplicate, copy, sell, trade, resell and/or exploit for any commercial or personal purposes any materials provided by Company to Client without Company's prior written consent.
   
   
5. Client acknowledges that Client takes full responsibility for the Client's decisions made before, during and after the Services provided by Company. All information and the Services provided to Client are made available to Client as business tools for Client's own use. Client accepts full responsibility for its choices, actions and results, and expressly assumes the risk of the Services for Client's use, or non-use, of the information provided to Client. Client also acknowledges and understands that Client expressly assumes all of the risks related to the Services provided by Company to Client, whether or not such risks were created or exacerbated by Company. Notwithstanding anything to the contrary in this Agreement, Company makes no and disclaims all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose with respect to the Services to the extent permitted by applicable law. Company makes no representations or warranties as to the success of the Services for any purpose or use. In no event shall Company be liable to Client or to any other person for any incidental, consequential or special damages arising from the Services as herein contemplated. Past results are in no way a guarantee of results for any current client of Company. Client hereby disclaims that it is relying upon or has relied upon any representations or warranty not included in this Agreement that may have been made by any person, and acknowledges and agrees that Company disclaims any such other representations and warranties. Client freely and voluntarily assumes all risks involved with receiving the Services described herein. Client further understands and acknowledges that desired or anticipated results may not be achieved, and Client takes full responsibility for Client's results and actions and decisions. Company makes no guarantee, representation or warranty as to the results that Client may attain through the services and consultant explicitly disclaims any warranty or guarantee, express or implied, of results.
   
   
6. Company is an independent contractor with respect to its relationship to Client. Neither Company nor Company's employees are or shall be deemed for any purpose to be employees of Client. Client shall not be responsible to Company, Company's employees, or any governing body for any payroll taxes related to the performance of the Services.
   
   
7. Under no circumstances shall Company be liable to Client or any third party for indirect, incidental, consequential, special or exemplary damages (even if that Party has been advised of the possibility of such damages), arising from the Services herein contemplated or any provision of this Agreement, such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery, or liabilities to third-parties arising from any source. Company's maximum liability hereunder shall be limited to the total amount of fees paid by Client to Company hereunder (not including any monetary amounts transferred by Client to Company to be paid by Company to a third-party on behalf of Client). Client releases and discharges Company and its affiliates, successors and assigns, officers, employees, representatives, partners, agents, subcontractors and anyone claiming through them (collectively, the "Company Parties"), in their individual and/or corporate capacities, from any claims, liabilities, obligations, promises, agreements, disputes, demands, damages, cause of action, tax liability and/or financial liabilities of any kind relating to the services of Company.
   
   
8. Client agrees to defend, indemnify, and hold harmless Consultant and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third-party claims, demands, liabilities, costs and expenses, including reasonable attorneys' fees, costs and expenses resulting from Client's material breach of any duty, representation or warranty under this Agreement.
   
   
9. This Agreement is not assignable, in whole or in part, by Client without the prior written consent of Company. Any attempt to make such assignment shall be void.
   
   
10. In any legal action between the Parties concerning this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs.
    
    
11. This Agreement may be terminated by either Party hereto at any time and for any reason provided the Party seeking such termination submits written notice to the other Party thirty (30) days in advance of termination.
    
    
12. If a Party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other Party may terminate this Agreement by providing written notice to the defaulting party. The notice shall describe with sufficient detail the nature of the default. The Party in default shall have ten (10) business days from the effective date of such notice to cure the default(s). Unless waived by the Party providing the notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
    
    
13. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.
    
    
14. This Agreement shall be construed in accordance with the laws of the United States of America, without regard to conflict of laws rules. Venue shall be in a court of competent jurisdiction in the United States of America, and both Parties expressly consent to jurisdiction in such courts.
    
    
15. This Agreement supersedes all prior agreements and understandings between the Parties for performance of the Services and constitutes the complete agreement and understanding between the Parties. The Parties may only amend this Agreement in a written document signed by both Parties.
    
    
16. The Client acknowledges that success in any engagement between Client and Company is predicated on the participation and availability of the Client. Client is solely responsible for creating and implementing its own decisions, choices, actions and results arising out of or resulting from the consulting relationship contemplated herein. As such, Client agrees that Company is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of any services provided by Company.
    

IN WITNESS WHEREOF, the Parties have executed this Accounting Services Letter as of the date first written above.

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