On Q Financial, LLC v. Jorns & Associates LLC, D. Wyo. No. 1:26-cv-00277, exhibit 1 to the complaint (ERTC engagement letter)

Summary

Document 1-1 in No. 1:26-cv-00277, filed September 28, 2026: an Engagement Letter for Employee Retention Tax Credits between Jorns & Associates LLC and On Q Financial, LLC, dated June 27, 2023. Its Scope of Services lists work including calculating wage attribution, creating attribution schedules, and preparing and filing amended 941-X quarterly returns for calendar years 2020 and 2021. Its Payment Terms set a Prepayment Amount of $2,600 per entity and a contingent fee of EIGHTEEN PERCENT (18%) of any such refund or reduction. Its Default Remedies authorize any attorney-at-law to confess judgment on default of payment, and its Venue and Choice of Law terms provide for Wyoming law and for suits in the United States District Court for the District of Wyoming or Sheridan County 4th Judicial Circuit Court.

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Cite this document

“On Q Financial, LLC v. Jorns & Associates LLC, D. Wyo. No. 1:26-cv-00277, exhibit 1 to the complaint (ERTC engagement letter).” Original at storage.courtlistener.com. Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/on-q-financial-llc-v-jorns-associates-llc-d-wyo-no-1-26-cv-00277-exhib-594bc7e28b/, SHA-256 c5b7c52618dea1c2eb1672e228770d0309019bd764f897b685f7dc1b7a7b850c.

Full text

Case 1:26-cv-00277 Document 1-1 Filed 09/28/26 Page 1 of 7

Jorns & Associates LLC
30 North Gould Street, Sheridan, WY 82801
Tel: (877) 465-6767

ENGAGEMENT LETTER
EMPLOYEE RETENTION TAX CREDITS

Legal Business Name ("Client"): On Q Financial, LLC

DBA (If Applicable):
Date:
06 / 27 / 2023
This letter confirms and sets forth the terms and conditions of the engagement between Jorns &
Associates, LLC (“Jorns”) and Client, including the scope of the services to be performed and the
basis of compensation for those services. Upon execution of this letter by each of the parties
below, this letter will constitute an agreement between Jorns and the Client.

1. Scope of Services

Jorns will, on behalf of Client, perform the following services (the "Services"):

a. Provide a qualification document that enables client to self-validate eligibility for
the Employee Retention Tax Credits (“ERTC”)

b. Calculate wage attribution, as defined in section 3121(a) of the Internal Revenue
Code (“Code”) and compensation as defined in section 3231(e) of the Code and as
otherwise required by statute or regulation (collectively “Qualified Wages”).

c. Create attribution schedules detailing wage allocation to PPP loan forgiveness and
wage allocation to ERTC; and

d. Prepare and file on Client’s behalf amended 941-X quarterly returns for Client,
together with other document(s) needed to claim the ERTC for calendar years 2020
and 2021, with the Internal RevenueService (“IRS”). If client utilizes a PEO or
CPEO, or client wishes to utilize their own payroll provider to file, Jorns will
prepare all calculations and documents to assist the 3rd party with the filing process.

e. If Client is audited by the IRS and information regarding Client's ERTC is
needed, Jorns agrees that it will assist Client by providing the reports and other
records utilized by Jorns in calculating Client's ERTC and will make itself
reasonably available to address Client questions concerning such calculations and
records; provided, however, Jorns shall not be obligated to: (i) take any actions
other than those specifically stated; (ii) incur any additional costs; (iii) perform
any research or examine Client's records with any degree of particularity; (iv)
represent Client before the IRS; or, (v) engage on any matter outside the scope of
the Services.

30 North Gould Street, Sheridan, WY 82801 | www.jornscpa.com | P: (877) 465-6767
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2. Client Responsibilities

Client shall provide Jorns the following (“Client Supplied Data”):

a. Payroll reports exported from Client’s payroll provider (In CSV Format) from
January 2019 through December 31, 2020. Broken down per employee by each
Quarter.

b. Payroll data for 2021 broken down per employee by each Quarter in CSV Format.

c. Client Quarterly 941 tax filings

d. Complete the client questionnaire, P&L reports, revenue calculation spreadsheet,
provide PPP Loan Information if received. (Show Covered Period)

e. If Jorns requests to intercede on the client’s behalf to monitor the ERTC process
with the IRS, client agrees to submit a signed IRS form 8821 (Designating Release
of Tax Information) to Jorns, allowing Jorns to monitor the ERTC process on behalf
of client. Client also agrees to submit a signed IRS form 2848 (Power of Attorney
and Declaration ofRepresentative) to Jorns, authorizing Jorns to contact the IRS on
behalf of the client to remedy any payment issue or delays.

f. Client agrees that Jorns will be relying on Client Supplied Data to provide the
Services, and as a result, all Client Supplied Data must be true, correct and complete
in all respects.

3. Paid Preparer

Jorns shall be considered and will be listed as a Federal Tax Return Preparer (“Paid Preparer”)
for the amended 941 filings and will, accordingly, have limited representation rights before the
IRS on behalf of the client. Accordingly, Jorns has and will maintain a valid PTIN with the
IRS, which will be included in the Paid Preparer section on the amended 941-X. Jorns relies
on Client answers and attestations in the Client Questionnaire with regard to eligibility for ERC
credits.

Jorns may, at its sole and unilateral option, cost, and expense, subcontract preparation and
filing ofthe 941-X to a CPA, enrolled agent, or other paid preparer authorized to conduct
business before the IRS.

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4. Guarantee & Warranty

a. Jorns warrants that the Services shall be performed with reasonable care in a
diligent and competent manner. Jorns’ sole obligation shall be to correct any non-
conformance with this warranty. Jorns does not warrant and is not responsible for
any Services to the extent that the Services incorporate work performed
substantially by Client or to the extent that the Services involve work that has not
been completed and reviewed by Jorns.

b. All work shall be in a form and format acceptable to the IRS. In the event the returns
are rejected because of errors or defects in the application (not caused by incorrect
Client Supplied Data), correction services and resubmissionof the application shall
be provided by Jorns without additional charge to Client.

c. In the event Client is assessed a penalty by the IRS as a result of a negligent misc
alculation by Jorns, Jorns will reimburse Client for such interest and penalty.
In the event Client is assessed a penalty by the IRS through no fault of the
Client, Jorns will reimburse a proportionate amount of such interest and penalty to
Client. Provided, however, any reimbursement provided above shall not exceed the
total fees paid to Jorns under this agreement for a time period equal to 5 years from
the date of the ERTC filing. In addition, the amount of Jorns’s contingent fee shall
be reduced in proportion to the amount of any reduction in the ERTC, and Jorns
shall return any such portion of its contingency fee to Client.

d. THIS SECTION 4 IS THE ONLY WARRANTY CONCERNING THE
SERVICES AND ANY DELIVERABLE, AND IS MADE EXPRESSLY IN LIEU
OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR
IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A
PARTICULAR PURPOSE, OR OTHERWISE. JORNS DOES NOT
GUARANTEE ANY REFUND AMOUNT, AND NO UNCONDITIONAL
GUARANTEES OF REFUNDS HAVE BEEN BY JORNS TO CLIENT MADE
WHATSOEVER.

5. Payment Terms

a. Upon execution hereof, Client shall pay to Jorns the amount of $2,600
("Prepayment Amount") per entity. If Client decides not to file for its ERTC, Jorns
will return such Prepayment Amount within 30 days of receiving notice thereof
from Client. If the Client ultimately receives an ERTC, the Contingent Fee set forth
below shall be reduced by the Prepayment Amount.

b. Other than as specifically set forth herein, Client understands that the fees to be
paid hereunder will be contingent, or in other words, if no ERTC is received, no fee
will be owed to Jorns for the representation that is the subject of this agreement. If

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a ERTC is issued or a tax bill is reduced, the contingent fee you shall pay to Jorns
is EIGHTEEN PERCENT (18%) of any such refund or reduction.

Payment Link: https://www.jornscpa.com/pay/ertc

Client hereby irrevocably agrees that it will not, directly or indirectly, interfere
with, circumvent, attempt to circumvent, avoid or bypass compensation owed to
Jorns for services provided under this Agreement.

6. Default Remedies – Nonpayment by Client

a. Thirty (30) days after the issuance of a refund check by the IRS, should Client
have not paid Jorns the contingency fee in Section 5 above, Client hereby authorizes
any attorney-at-law to appear in any court of record in the State of Wyoming or
United StatesDistrict Court for the District of Wyoming, or any other state or
federal court in the United States, on default of the payment due under this
agreement, and waive the issuance and service of process and confess judgment
against Client in favor of Jorns for the amount of the balance owed, together with
costs of suit and reasonable attorney fees, and to release all errorsand waive all
right of appeal.

b. Client agrees to interest on delinquent balances (those more than 30 days past
due) at a rate of 1.5% per month (18% per annum). Client agrees to pay all court
costs and attorney fees related to collection of balances owed hereunder.

7. Venue and Choice of Law

This agreement shall be governed by and construed in accordance with the laws of the State of
Wyoming without regard to principles of conflict of laws. Any lawsuit arising from or relating
this agreement shall be brought in the United States District Court for the District of Wyoming
or Sheridan County 4th Judicial Circuit Court. The parties waive any objections they may have
to personal jurisdiction, venue, or forum non conveniens for any matter brought relating to this
agreement.

8. Severability

If any clauses or provisions herein contained operate or would prospectively operate to
invalidatethis agreement, in whole or in part, then such clauses and provisions only shall be
held for naught, as though not herein contained, and the remainder of this agreement shall
remain operative and infull force and effect.

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9. Disclaimer

Client understands and agrees:

a. that neither Jorns nor any of its owners, officers, managers, employees, agents,
associates, and affiliates (collectively “JORNS”) are attorneys;

b. that JORNS has not provided and will not provide to Client legal advice or opinions
of any nature;

c. that Client has been encouraged to obtain such legal advice and opinion from an
attorney or attorneys of Client’s choice;

d. that Client has either obtained such advice and/or opinion as part of Client’s due
diligence or has decided independently not to do so;

e. the Services will not include verification or constitute a formal review or audit in
accordance with any applicable accounting standards;

f. that Client is not relying on any statement made to Client by JORNS regarding
whether Client will qualify for an ERTC or the amount of any such ERTC;

e. that it is not the responsibility of Jorns to perform any other accounting services
other than those specifically set forth herein.

f. that Jorns' engagement shall not constitute an audit, examination, review of any
kind, compilation or compilation of agreed-upon procedures as defined by the
AICPA, or any other type of financial statement reporting engagement that is
subject to the rules of the AICPA, SEC or other state or national professional or
regulatory body. The management of the Client is responsible for any and all
financial information prepared during the course of this engagement. Accordingly,
as part of this engagement, Jorns will not express an opinion or other form of
assurance on the financial statements or financial components of the Client; and,

g. that while Jorns is informed and believes that the ERTC is a valid and viable
program offered by the Internal Revenue Service (“IRS”) (see
https://www.irs.gov/coronavirus/employee-retention-credit), Jorns makes no
representations or warranties regarding:

i. whether any person entity for whom Jorns prepares and/or submits an
application for ERTC will ultimately qualify for such credit,

ii. whether the IRS will or will not audit Client with respect to Client’s
application for ERTC, and

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iii. whether, if audited, the IRS will or will not disallow all or part of the
Client’s ERTC (including possibly assessing interest and penalties on any
disallowed amount (“IRS Assessment”)). Client specifically and expressly
waives any claim, demand or liability as against Jorns (and each of its
owners, officers, managers, employees, agents, associates, and affiliates)
regarding any IRS Assessment (except as set forth in Section 4(c) above,
which shall be strictly construed).

10. Acceptance

IN WITNESS WHEREOF, this engagement letter has been ACCEPTED and AGREED as
dated below:

Deposit Amount: $ 2,600

_____________________________
By:

_____________________________
Timothy Garrett
Name:

06 / 27 / 2023
_____________________________
Date:

By: Justin Jorns, CEO

The Payment Page to remit the refundable deposit will open up completion of this
Engagement Letter.

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JA Engagement_Timothy Garrett
JA Engagement_Timothy Garrett.pdf
68f6a6ccc3dbd6a65ee8bd1b211385ce75c1fb4c
MM / DD / YYYY
Signed

06 / 21 / 2023 Sent for signature to Timothy Garrett
05:11:22 UTC (timothy.garrett@onqfinancial.com) from mike@jornscpa.com
IP: 68.228.235.49

06 / 21 / 2023 Viewed by Timothy Garrett (timothy.garrett@onqfinancial.com)
13:59:02 UTC IP: 32.212.66.182

06 / 27 / 2023 Signed by Timothy Garrett (timothy.garrett@onqfinancial.com)
15:54:27 UTC IP: 32.212.66.182

06 / 27 / 2023 The document has been completed.
15:54:27 UTC

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