Marywood v. Synergi, Doc. 1-2, Exhibit A Client Services Agreement (Mar. 9, 2021)

Summary

Document 1-2 is Exhibit A in Case 3:22-cv-00991-JFS, filed June 22, 2022: a Client Services Agreement between Synergi Partners Inc., a South Carolina corporation, and the client. Synergi is to identify and determine eligibility for Employee Retention Tax Credits under the Coronavirus Aid Relief and Economic Stimulus Act, calculate the credits, deliver a Tax Credit Package and provide audit support. The term is 1 year(s) from the Effective Date, and either party may terminate for convenience on fifteen (15) business days after written notice. The fee is a contingency fee paid fifty percent (50%) on delivery of the package and fifty percent (50%) ninety (90) days after receipt. It states that South Carolina law governs and that Synergi does not provide tax advice, tax filings or CPA services.

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Case 3:22-cv-00991-JFS Document 1-2 Filed 06/22/22 Page 1 of 4

Exhibit A
Case 3:22-cv-00991-JFS Document 1-2 Filed 06/22/22 Page 2 of 4

CONFIDENTIAL

Partners
CLIENT SERVICES AGREEMENT [A MARH
This Client Services Agreement (the “Agreement”) is dated as of y , 2021 (the “Effective Date”) between
Synergi Partners Inc., a South Carolina corporation (“Synergi”), and_/WARYLI OOD LW//VERS ITY

a MON FROEIT (‘Client’). Client and Synergi are each individually referred to herein as a “Party”
and collectively as the “Parties.”

SCOPE OF ENGAGEMENT; SERVICES. Client hereby engages Synergi to perform the following services (the
“Services”), and Synergi agrees to use commercially reasonable efforts perform the Services, pursuant to the
terms of this Agreement.

1. Identify and determine eligibility for any Employee Retention Tax Credits ("ERTC’) provided for
in the Coronavirus Aid Relief and Economic Stimulus Act (“CARES Act’) or any other COVID-
19-related legislation which may be available to Client (collectively the “Credits”)

2. Gather applicable Client Data (i.e payroll data, employer healthcare costs, etc.) from Client to
calculate Credits;

3. Calculate Credits for Client;

4, Prepare and deliver a Tax Credit Package to Client that includes an eligibility analysis, applicable
supporting schedules, and a calculation of Credits based on applicable law (the “Tax Credit
Package”); and

5. Provide internal, external and IRS audit support (as required).

Notwithstanding the foregoing, should any other COVID-19 related credits or incentives become available to
Client during the Term of this Agreement, Synergi shall have the right to perform those services pursuant to this
Agreement unless Client indicates otherwise in writing.

TERM. The term of this Agreement is 1 year(s) from the Effective Date (the “Term’).

TERMINATION. Either Party may terminate this Agreement for convenience prior to the expiration of the Term
by providing written notice. Termination shall occur fifteen (15) business days after the written notice is served.
Upon termination of this Agreement, Client shall be obligated to immediately pay all open invoices for Services
rendered as of the date of termination and will pay future invoices for any work in progress upon receipt of an
invoice for such Services.

FEES. Upon the receipt of the Tax Credit Package, Client has the obligation to pay Synergia15 _% contingency
fee in accordance with the terms of this Agreement based on the amount of Credits calculated for Client and
reflected in the Tax Credit Package (the “Fee”). Client’s obligation to pay the Fee is not contingent upon Client’s
ultimate filing and/or use of the Credits. This section shall survive the termination of this Agreement with respect
to any work performed prior to termination of this Agreement.

INVOICES. Client agrees to pay the Fee associated with each Tax Credit Package in two payments as follows:
(1) Client agrees to pay fifty percent (50%) of the Fee upon delivery of the Tax Credit Package to Client; (2)
Client agrees to pay the remaining fifty percent (50%) of the Fee ninety (90) days after receipt of the Tax Credit
Package. Payment of the Fee is not contingent upon whether the Client ultimately utilizes the Credits calculated by
Synergi. Utilization of the Credits is the sole responsibility of the Client. Payments not received within sixty (60)
days will bear interest at the rate of 1.5% per month. The Fees do not include applicable taxes and are in US
Case 3:22-cv-00991-JFS Document 1-2 Filed 06/22/22 Page 3 of 4

CONFIDENTIAL

dollars. This section shall survive the Term of the Agreement.

REFUND; AUDIT NOTICE. Synergi will refund any portion of the Fee attributable to Credits disallowed by the
appropriate taxing authority, provided, however, Synergi is given reasonable notice of any audit, challenge to the
Credits, or other proceeding for review of the Credits and the opportunity to provide support regarding the Client's
eligibility for, the validity of and/or amount of the Credits claimed by Client.

ACCESS; CONFIDENTIALITY. For the Term of this Agreement, Client grants Synergi reasonable limited access
to any information and data necessary to perform the Services (the “Client Data’). Confidential Information".
means a disclosing Party's non-public written information, in any form, and all copies, summaries and extracts,
which are identified as confidential at the time of disclosure, and specifically includes Client Data. Confidential
Information does not include information that: (i) is or becomes generally publicly available at the time of
disclosure or subsequently through no fault of recipient Party; (ii) was known to recipient Party, free of any
confidentiality obligations, before its disclosure by disclosing Party; (iii) becomes known to recipient Party, free of
any confidentiality obligations, from a source other than disclosing Party; or (iv) is independently developed by
recipient Party without use of the Confidential Information. A recipient Party that receives Confidential Information
from a disclosing Party will: (i) use Confidential Information only as necessary to perform its obligations under this
Agreement, (ii) handle Confidential Information with the same level of care that it holds its own Confidential
Information (but in any event with no less than a reasonable level of care), (iii) disclose Confidential Information
to only those third parties (accountants, tax advisors, etc.) who provide services to the Recipient and have
previously agreed in writing to protect the Confidential Information to the same extent as required in this
Agreement, and (iv) either promptly deliver or promptly destroy (and certify the destruction to the disclosing Party)
all of the disclosing Party's Confidential Information and copies in the recipient Party's possession at the disclosing
Party's request or at the expiration or termination of this Agreement (except Synergi may maintain all Confidential
Information that may be reasonable needed in the event of an audit). Except as may be required by court order
or law, a recipient Party's obligations regarding Confidential Information will remain in full force and effect.

INDEMNIFICATION BY CLIENT AND SYNERGI. Client agrees to indemnify, defend and hold harmless Synergi,
including its directors, officers, employees, and agents from and against all losses, suits, claims, damages
(consequential or otherwise), demands, causes of action, liabilities, fines, penalties, costs or expenses of
whatever kind or nature arising from errors or omissions in the information Client provides to Synergi. Synergi
agrees to indemnify, defend and hold harmless Client, including its directors, officers, employees, and agents
from and against all losses, suits, claims, damages (consequential or otherwise), demands, causes of action,
liabilities, fines, penalties, costs or expenses of whatever kind or nature arising from an allegation that the
Services infringe the copyright or patent of a third party or from Synergi’s intentional misconduct. Notwithstanding
the foregoing, a Party’s maximum amounts owed for indemnification under this Agreement shall not exceed the
amount of the Fees actually paid by Client under this Agreement.

LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY
CONSEQUENTIAL DAMAGES (EXCLUDING REFUNDS AS DESCRIBED ABOVE), INCLUDING ANY LOSS
OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR SPECIAL DAMAGES, INCIDENTAL, EXEMPLARY,
PUNITIVE OR INDIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS
OF HOW CAUSED OR THE THEORY OF LIABILITY PURSUED. THIS LIMITATION SHALL APPLY EVEN IF
SUCH PARTY HAS BEEN ADVISED OF OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING THE FOREGOING AND WITH THE EXCEPTION OF FEES DUE UNDER THIS
AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY AMOUNTS IN
EXCESS OF THE FEES ACTUALLY PAID UNDER THIS AGREEMENT.

NOTICES. Any notice required hereunder shall be deemed to have been given upon delivery or deposit with a
nationally recognized courier or sent by registered or certified U.S. mail, return receipt requested, postage
prepaid, to the other Party at the address set forth at the end of this Agreement.
Case 3:22-cv-00991-JFS Document 1-2 Filed 06/22/22 Page 4 of 4

CONFIDENTIAL

AMENDMENT. This Agreement may be amended in a writing signed by both Parties.

GOVERNING LAW. This Agreement constitutes the entire understanding between the Parties regarding
the Services and shall be governed and construed in accordance with the laws of South Carolina.

MISCELLANEOUS. Synergi DOES NOT provide tax advice, tax filings, or CPA services. Synergi is not a tax
preparer or accountant and therefore explicitly disclaims any and all responsibility for preparation of a Client’s
federal and state tax returns. Synergi will not render or be required to render any service that could be interpreted

as the practice of accounting.

By their signatures below, the Parties enter this Agreement as of the Effective Date.

SYNERGI PARTNERS, INC.

Signature

James A. Brown, Jr.

Print Name

CEO / President

Title
Contact Information:

Email Address:

Phone Number:

Address: P.O. Box 5599
Florence, SC 29502

Print Name E. STE Laws

Title

Email: Plaste lleni@ Phone: 570-3 ¥8 -GZ g x
. MARV I0D .E DU
Billing Contact Information:

Billing Contact Name: NE LISSA SADDLEM IRE
Billing Email: <a.ddlemie€C@ MARywook. EbU

Billing Phone: in ais 35

Billing Address: 2300 AbsAdis AVE LAG GY


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