Consulting Services Agreement

Please read this agreement carefully because it outlines expectations by both our firm and your organization. The intention of this agreement is to confirm your understanding of, and agreement with both what is included with our services as well as the limitations of the Accounting and Advisory Services you have asked us to perform. If you have any questions regarding this agreement  please call Mike Long at (302) 239-9302 to discuss this agreement prior to accepting our proposal or starting work.

This Consulting Services Agreement (the “Agreement”) is entered into by and between you/customer ("Client", “Customer” or “You”) and Private Equity Administrators, LLC (D.B.A. "Coffinity"), a privately held company headquartered at 1007 N Orange St., 19801, Wilmington, DE, USA Coffinity agrees to provide professional services to customer (“Customer”) under the following terms and conditions (the “Agreement”). By accepting our proposal or Statement of Work, paying an invoice or otherwise formally agreeing to have Coffinity perform professional services for Customer, Customer agrees to be bound by this Agreement:

1. Services To Be Provided

At your request and under your direction, we will perform the Accounting and Advisory Services described in the Proposal or Statement of Work you have been provided.

Based on questions and/or concerns you have regarding your ongoing financial reporting, accounting records, and business management issues we will offer our opinion(s) and describe any alternatives we are aware of. Our opinion(s) and related alternatives will be based on our knowledge, training and experience, but at all times, the decisions you make are strictly yours as is the responsibility for the financial records of your company. If necessary, we may suggest you contact your attorney, one of our strategic partners with that specific expertise,
or someone else better suited to assist you.

2. What We Won’t Do

By enrolling into this agreement, you acknowledge that you understand and agree that the reports we provide may not include adjustments to reflect Generally Accepted Accounting Principles, nor reflect full proper tax record keeping (“book to tax” adjustments). We will make no audit or other verification of the data you submit. We may provide reports that contain portions of financial information; these reports are for internal management use only. We will not provide any financial statements and will not perform any compilation, review or audit of any of the financial information. We do not at any time provide legal services of any type. We have not been requested to discover errors, misrepresentations, fraud, illegal acts, or theft and therefore, have not included any procedures designed or intended to discover such acts, and you agree we have no responsibility to do so. Coffinity, in its sole professional judgment, reserves the right to refuse to take any action that could be construed as making management decisions or performing management functions, including determining account codings
and approving journal entries and will notify Client of such refusal.

3. Client Responsibilities

A. You authorize Coffinity to accept instructions from you and/or from the staff you designate for this engagement. As a condition to performing the services described above, you agree to:

  1. Make all management decisions and perform all management functions, including determining account codings and approving all proposed journal entries
  2. Evaluate the adequacy and results of the services performed
  3. Accept responsibility for the results of the services delivered; provided that Coffinity has not committed acts of gross negligence or willful misconduct
  4. Establish and maintain internal controls over the bookkeeping processes and monitor ongoing activities; provided that Coffinity shall be responsible for any acts of gross negligence or willful misconduct by its employees, agents, officers and/or directors 
  5. Acknowledge that we will use information provided by you to complete our services, without further verification or investigation regarding this information by us.

B. You agree you are responsible for the proper recordkeeping of transactions in the records, the safekeeping of assets, and the accuracy of the financial statements. In addition, we have no responsibility to identify and communicate deficiencies or material weaknesses in your internal control as part of this engagement. A successful working relationship requires a significant commitment on our part, as well as yours. You are responsible to make staff available during our ongoing work with you, provide timely responses to questions and calls for decisions, and devote the resources necessary to achieve the objectives of the engagement. If the information you provide is not submitted in a timely manner or is incomplete or unusable, we reserve the right to charge additional fees and expenses for services required to correct the problem and/or update your accounting records upon receipt of past-due information. If this occurs, we will contact you to discuss the matter and the anticipated delay in performing our services. We reserve the right to suspend or terminate our work, with 30 days prior notice, except in the event of nonpayment or other material default on your part, in which case we may suspend or terminate our work immediately upon notice to you. Upon suspension or termination, we will use commercially reasonable efforts to transfer any information in our possession to the Client or its designated representative.

C. Because we will rely on Client and its management (including the audit committee, if applicable) to discharge the forgoing responsibilities, the company holds harmless and releases Coffinity, its partners and employees from all claims, liabilities, losses, and costs arising in circumstances where there has been a knowing misrepresentation by a member of the company’s management which has caused, in any respect, Coffinity’s inability to discover such matters should they exist. This provision shall survive the termination of this arrangement for services.

4. Hardware and Software Warranties

During the course of the engagement, we may recommend a purchase and installation of computer or technological hardware, software, communications, or services by your company. Warranties, to the extent they exist, are provided only by the manufacturer/developer/vendor of those computer or software products. We will do our best to provide appropriate recommendations when available, but the final decision and responsibility to purchase any computer or software products is at your sole discretion.

5. Computer Consulting Limitations

We have a basic understanding of computer hardware, but our area of expertise is in accounting software and related integrated applications. We do not have the skill set to work on your network, computer hardware, Windows configuration, mapping of drives or any other computer related issues. We advise that you maintain an ongoing relationship with a qualified IT professional and/or company to ensure that you have assistance available when technology needs arise. This includes your obligation to ensure that you have access to the internet in order to work with the software solutions and other “cloud-based” applications that we will use as a core part of the services we provide to you.

6. Your Investment, Additional Fees

Your financial investment in your ongoing services with us as well as the scope of our services with you is outlined in the the Proposal you have been provided. In order to ensure that we are providing you with seamless access to the services and expertise you need from us, your investment has been conveniently structured as a monthly or weekly fixed fee arrangement, to be billed via recurring automatic draft to the bank account. Fees will be analyzed on a quarterly basis. If the volume of ongoing transaction processing, the complexity of the services you request, or other matters change relating to the services we are providing to you, we will communicate any related change in our fees to you by providing a minimum of 30 days written notice. We do note one exception to this 30 day notice provision as follows: If during the course of business we receive an unusual level of transaction activity for processing from you that is greater than 10% of your normal transaction volume, this will be considered a change in the scope of our services with you and may require a “Service Order” request as described below.

7. Requests for Additional Services

If you request that we provide services beyond those outlined in this agreement we will be happy to provide you with a “Service Order” outlining the scope of that request and our fees for those services, provided the request is within the scope of services we provide. Service Order requests require a minimum of 2 business days to initiate. We will then confirm with you the date by which we are able to complete your request. You will have the option to accept the timeline we provide and confirm your acceptance of the Service Order terms before we begin that work, or withdraw your request. You understand that we reserve the right to decline any request for additional services that is outside of our scope of expertise or for any other reason.

8. Legally Required Services

In the event that we are required to respond to a subpoena, court order or other legal process for the production of documents and/or testimony relative to information we obtained an/or prepared during the course of this engagement, you agree to compensate us at the standard hourly rate of $300, with payment requested in the form of advanced retainers. We will request an initial retainer from you, as well as ongoing replenishments of that retainer as services are rendered. You also agree to reimburse us for all out-of-pocket expenses incurred in that regard.

9. Confidentiality and Intellectual Property

A. Privacy and non-disclosure

COFFINITY agrees to take reasonable steps to protect all Confidential Information and to use the Confidential Information only in connection with performing the services hereunder. For purposes of this agreement, Confidential Information shall mean any and all information which is private and not in the public domain about Client that is provided, obtained, or produced in connection with the services in written, oral, digital or other tangible form, including, without limitation, all information furnished at any time relating to Client’s business, customers, intellectual property, processes, strategies, all portions of any analyses, compilations, data, studies, or other documents prepared by Coffinity that contain or are based on any furnished information or that reflect its review of such information, and any and all information concerning Client's plans and activities, ideas, projects, software, methodologies, processes, tools, experience, customers and suppliers, financial information, and any other information, which ought reasonably under the circumstances to be considered confidential (the “Confidential Information”). COFFINITY agrees to take reasonable steps necessary to ensure that the confidentiality of the Confidential Information is maintained and that such Confidential Information is protected from unauthorized disclosure, but not to a greater extent than Client itself uses to protect Confidential Information. Without limiting the generality of the foregoing, COFFINITY shall not disclose Confidential Information to any party outside its organization, without the prior written approval of Client. COFFINITY represents that, as a matter of policy, it informs its personell concerning maintaining the confidentiality of client information. The parties hereto agree that equitable relief, including injunctive relief and specific performance, shall be available in the event of any breach of the provisions of this agreement. Such remedies shall not be deemed to be the exclusive remedies for a breach of this agreement but shall be in addition to all other remedies available at law or equity. You assume all responsibility relating to adherence with privacy and disclosure requirements relating to the use and sharing of information in your industry. 

B. Proprietary materials

You acknowledge that the proprietary information, documents, materials, management techniques, and other intellectual property we use are a material source of the services we perform and that these were developed prior to our association with you. Any new forms, software, documents, or intellectual property we develop in this engagement for your use shall belong to us, and you shall have the limited right to use them solely within your business. All report templates, manuals, forms, checklists, questionnaires, letters, agreements (including this one), and other documents, which we make available to you, are confidential and proprietary to us. Any and all new documents created as a result of this engagement will automatically become our property. Neither you, nor any of your agents, will copy, electronically store, reproduce, or make available to anyone other than your personnel, any such documents. This agreement will apply to all materials whether in digital or “hard copy” format.

C. Third Party Disclosure and the use of Third-Party Services

Unless you indicate otherwise, our firm may transmit confidential information that you provide to us to third parties in order to facilitate delivering our services to you. Examples of such transmissions may include the access to your contact information by members of our team (independent contractors such as consultants, administrative assistants, or third party developers), transfer of accounting information and other data files via the internet, online back-up services, web site developer and hosting services (for newsletter and order processing), credit card processing company, etc. We only work with established, reputable companies that have demonstrated their commitment to safeguarding your data.

D. Electronic (Email) Communications

In connection with this engagement, we may communicate with you or others via email transmission. As emails can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed and only to such parties, we cannot guarantee or warrant that emails from us will be properly delivered and read only by the addressee. Therefore, we specifically disclaim and waive any liability or responsibility whatsoever for interception or unintentional disclosure of emails transmitted by us in connection with the performance of this engagement. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from the use of email transmissions, including any consequential, incidental, direct, indirect or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary information

E. Record Retention

During the course of our work with you, we will use one or more third party applications (including internet-based application providers) to provide portions of our services to you. This may include online filing of your Accounts Payable or other business documents. By signing this agreement you confirm that you understand the services being provided and also agree that Coffinity is not liable for record retention or any other aspect of the services provided by these 3rd parties, even if we absorb the cost (in part or in full) of a third party service as a
benefit to you. You at all times assume responsibility for a decision to maintain hard copies of your original documents or to limit your document retention to the digital copies stored by the web application. It is our policy to keep our electronic and work paper files electronically for three months, unless otherwise required by tax or other regulatory agencies. All work paper and miscellaneous report copies that we are not required to retain are shredded at the conclusion of the engagement. At the end of three months electronic files may be erased.
In the unlikely event that we do obtain any hard copy documents from you, all original paper documents provided by you will be returned to you promptly as our work is complete. We do not keep copies of all documents. It is your responsibility to safeguard your documents in case of future need. We may occasionally keep some copies we deem necessary to our work. If our engagement with you ends for any reason, you will have the option to continue any third-party subscription-based services at your expense (in some cases we may have absorbed the cost of these services during our work with you). You agree to complete the transfer of services to your name and assume responsibility for payment within 10 days of the end of our work with you. Our “end date” will be defined as the 11th business day following the date shown on the email or letter of termination/resignation transmitted by either party. You understand that if you do not assume responsibility for these services that they may be cancelled. Additional fees may apply if you elect to restore those services (if that option is available from the service provider) or request copies (digital or hard copy) of records from the third-party provider. 

10. Mediation/Arbitration

If any dispute arises among the parties hereto, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Rules for Professional Accounting and Related Services Disputes before resorting to litigation. Costs of any mediation proceeding shall be shared equally by all parties. Client and Coffinity both agree that any dispute over fees charged by Coffinity to the client will be submitted for resolution by arbitration in accordance with the Rules for Professional Accounting and Related Services Disputes of the American Arbitration Association. Such arbitration shall be binding and final. In agreeing to arbitration, we both acknowledge that, in the event of a dispute over fees charged by Coffinity, each of us is giving up the right to have the dispute decided in a court of law before a judge or jury and instead we are accepting the use of arbitration for resolution.

11. Third Party Settlements

In the event that we are or may be obligated to pay any cost, settlement, judgment, fine, penalty, or similar award or sanction as a result of a claim, investigation, or other proceeding instituted by any third party, then to the extent that such obligation is or may be a direct or indirect result of your intentional or knowing misrepresentation or provision to us of inaccurate or incomplete information in connection with this engagement, and not any failure on our part to comply with professional standards, you agree to indemnify us, defend us, and hold us harmless as against such obligations.

12. Non-Solicit

We value each and every one of our clients as well as each and every one of our employees. We have spent a great deal of time and resources to locate, train, and retain our employees. We respectfully request that you do not solicit our employees to work for you. If you do hire one of our employees within 2 years of when they last worked for Coffinity, we will be due a finder’s fee equal to 50% of the annual salary they were earning as of their last day of employment. Payment will be due within 10 days of your receipt of our invoice.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof.

14. Assignment

All obligations provided under this Agreement are between Coffinity and Client and neither party shall assign any rights or delegate any obligations hereunder without the other party’s prior written consent. Any attempted assignment without the required consent shall be null and void.

15. Costs of Enforcement and Claim Limitations

In the event a party is adjudged to be in breach of this agreement, including, as to company, any payment obligations, and, as to Coffinity, any confidentiality obligations, the party in breach shall reimburse the non-breaching party for its reasonable out-of-pocket costs of enforcing the provisions of this agreement, including reasonable attorneys’ fees and disbursements.

16. Termination of Services

You understand and agree that we may withdraw from the present engagement at any time for any reason at our sole discretion. In particular, you agree that if you fail to provide the requested information or pay for services for this engagement on the agreed upon schedule, we either may discontinue performing services for you until all outstanding balances are paid and/or may withdraw from the engagement ten days after the mailing of written notice to you at the same address to which statements are sent. If our work is suspended due to lack of payment and we later receive payment from you along with your request that we resume services, we will provide you with an updated timeline for completion of any past due work. You
understand that this may result in significant delays in processing. We reserve the right to terminate our work immediately if, during the course of our services, we become aware of any matters that would compromise our professional or legal standing in any way, either in fact or based on confirmed or potential public perception. Any dispute regarding billed amounts must be submitted in writing within 10 days of the invoice date; email is acceptable. No amounts may be disputed after that 10-day period. You hereby acknowledge that you have business insurance necessary to cover the scope and aspects of the engagement as described in this letter and related Appendix(es). You may elect to terminate this agreement by providing Coffinity with 60 days written notice. In the event that services are terminated, you assume responsibility for the transfer of any 3rd party vendor services as described earlier in this agreement.

If our work is suspended or terminated as provided herein, you agree that we will not be responsible for your failure to meet government and other deadlines, for any penalties or interest that may be assessed against you resulting from your failure to meet such deadlines, and for any other damages, including consequential damages.

17. Conclusion

This Agreement combined with the Proposal or Scope of Work you have accepted sets forth the entire agreement relating to our work with you. This agreement supersedes any prior agreements, discussions or understandings. No amendment or modification of this agreement shall be valid unless in writing, signed by both parties to this agreement. As indicated earlier in this agreement, you may request that we perform additional services at a future date beyond the scope of this engagement letter. If this occurs, we will communicate with you regarding the scope and estimated cost of these additional services. Engagements for additional service will necessitate that we issue a Service Order as an addendum to this agreement, or a separate engagement letter to reflect the obligations of both parties.