Terms & Conditions
1. Services
It is understood and agreed that tax services (the “Services”) performed by Crossbridge Tax may include advice and recommendations, but all decisions in connection with the implementation of such advice and recommendations shall be the responsibility of, and made by, the Client. Crossbridge Tax does not provide legal services. No client relationship with Crossbridge Tax constitutes a legal engagement with Crossbridge Legal. Crossbridge Legal operates as a separate law firm. Attorney-client relationship forms only upon execution of a separate engagement agreement with Crossbridge Legal.
2. Payment of Invoices
Invoices are due within thirty (30) days of the invoice date. Without limiting its rights or remedies, Crossbridge Tax shall have the right to halt or terminate the Services entirely if payment is not received within thirty (30) days of the invoice date. The Client shall be responsible for all taxes imposed on the Services or on the transaction, other than Crossbridge Tax’s income taxes imposed on a net basis or by employment withholding, and other than taxes imposed on Crossbridge Tax’s property.
3. Term
Unless terminated sooner in accordance with its terms, all engagements shall terminate on the completion of the Services. This engagement may be terminated by either party at any time, with or without cause, by giving written notice to the other party not less than thirty (30) days before the effective date of termination; provided that, in the event of a termination for cause, the breaching party shall have the right to cure the breach within the notice period.
Crossbridge Tax may terminate this engagement upon written notice if it determines that (a) a governmental, regulatory or professional entity, or an entity having the force of law has introduced a new, or modified an existing, law, rule, regulation, interpretation or decision, the result of which would render Crossbridge Tax’s performance of any part of the engagement illegal or otherwise unlawful or in conflict with professional rules, or (b) circumstances change (including, without limitation, changes in ownership of the Client or any of its affiliates) such that Crossbridge Tax’s performance of any part of the engagement would be illegal or otherwise unlawful or in conflict with professional rules.
Upon termination of the engagement, the Client will compensate Crossbridge Tax under the terms of the Engagement Letter for the Services performed and expenses incurred through the effective date of termination.
4. Limitation on Warranties
THIS IS A SERVICES ENGAGEMENT. CROSSBRIDGE TAX WARRANTS THAT IT SHALL PERFORM THE SERVICES IN GOOD FAITH AND WITH DUE PROFESSIONAL CARE. CROSSBRIDGE TAX DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE CLIENT’S EXCLUSIVE REMEDY FOR ANY BREACH OF THIS WARRANTY SHALL BE FOR CROSSBRIDGE TAX, UPON RECEIPT OF WRITTEN NOTICE, TO USE DILIGENT EFFORTS TO CURE SUCH BREACH, OR, FAILING ANY CURE IN A REASONABLE PERIOD OF TIME, THE RETURN OF PROFESSIONAL FEES PAID TO CROSSBRIDGE TAX HEREUNDER WITH RESPECT TO THE SERVICES GIVING RISE TO SUCH BREACH.
5. Limitation on Damages
The Client agrees that Crossbridge Tax shall not be liable to the Client for any claims, liabilities or expenses relating to this engagement (“Claims”) for an aggregate amount in excess of the fees paid by the Client to Crossbridge Tax pursuant to this engagement, except to the extent finally judicially determined to have resulted primarily from the bad faith or intentional misconduct of Crossbridge Tax. In no event shall Crossbridge Tax be liable for any loss of use, data, goodwill, revenues or profits (whether or not deemed to constitute direct Claims) or any consequential, special, indirect, incidental, punitive or exemplary loss, damage or expense relating to this engagement. In circumstances where all or any portion of the provisions of this paragraph are finally judicially determined to be unavailable, the aggregate liability of Crossbridge Tax for any Claim shall not exceed an amount which is proportional to the relative fault that their conduct bears to all other conduct giving rise to such Claim.
6. Force Majeure
Except for the payment of money, neither party shall be liable for any delays or nonperformance directly or indirectly resulting from circumstances or causes beyond its reasonable control, including, without limitation, acts or omissions or the failure to cooperate by the other party (including, without limitation, entities or individuals under its control or any of their respective officers, directors, employees, other personnel and agents), acts or omissions or the failure to cooperate by any third party, fire, epidemic or other casualty, act of God, strike or labor dispute, war or other violence or any law, order or requirement of any governmental agency or authority.
7. Limitation on Actions
No action, regardless of form, relating to this engagement, may be brought by either party more than one year after the cause of action has accrued, except that an action for nonpayment may be brought by a party not later than one year following the date of the last payment due to the party bringing such action.
8. Confidentiality
To the extent that, in connection with this engagement, Crossbridge Tax comes into possession of any tax return information, trade secrets or other proprietary or confidential information of the Client, Crossbridge Tax will not disclose such information to any third party without the Client’s consent.
The Client hereby consents to Crossbridge Tax disclosing such information:
(a) as may be required by law, regulation, judicial or administrative process, or in accordance with applicable professional standards, or in connection with litigation pertaining hereto; or
(b) to the extent such information
(i) shall have otherwise become publicly available (including, without limitation, any information filed with any governmental agency and available to the public) other than as the result of a disclosure by Crossbridge Tax in breach hereof,
(ii) becomes available to Crossbridge Tax on a nonconfidential basis from a source other than the Client which Crossbridge Tax believes is not prohibited from disclosing such information to Crossbridge Tax by obligation to the Client,
(iii) is known by Crossbridge Tax prior to its receipt from the Client without any obligation of confidentiality with respect thereto, or
(iv) is developed by Crossbridge Tax independently of any disclosures made by the Client to Crossbridge Tax of such information.
In satisfying its obligations under this paragraph, Crossbridge Tax shall maintain the Client’s trade secrets and proprietary or confidential information in confidence using at least the same degree of care as it employs in maintaining in confidence its own trade secrets and proprietary or confidential information, but in no event less than a reasonable degree of care.
Notwithstanding anything to the contrary herein, the Client acknowledges that Crossbridge Tax, in connection with performing the Services, may develop or acquire experience, skills, knowledge, and ideas that are retained in the unaided memory of its personnel. The Client acknowledges and agrees that Crossbridge Tax may use and disclose such experience, skills, knowledge and ideas.
9. Survival and Interpretation
The agreements and undertakings of the Client contained in the Engagement Letter, together with all paragraphs herein relating to payment of invoices, limitations on warranties, limitations on damages, limitations on actions, confidentiality, survival and interpretation, assignment and subcontracting, waiver of jury trial, governing law, venue, jurisdiction and severability, and third parties and internal use shall survive the expiration or termination of this engagement.
For purposes of these terms, Crossbridge Tax shall mean Crossbridge Tax LLC. The provisions of paragraphs 4, 5, 7, 9, 11, and 12, hereof shall apply to the fullest extent of the law, whether in contract, statute, tort (such as negligence), or otherwise, notwithstanding the failure of the essential purpose of any remedy.
10. Waiver of Jury Trial
Crossbridge Tax AND THE CLIENT HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM RELATING TO THIS ENGAGEMENT.
11. Governing Law, Venue, Jurisdiction and Severability
These terms, the Engagement Letter, including exhibits, and all matters relating to this engagement shall be governed by, and construed in accordance with, the laws of the State of Georgia (without giving effect to the choice of law principles thereof).
Any action based on or arising out of this engagement or the Services provided or to be provided hereunder shall be brought and maintained exclusively in any court of the State of Georgia or any federal court of the United States, in each case located in the State of Georgia.
Each of the parties hereby expressly and irrevocably submits to the jurisdiction of such courts for the purposes of any such action and expressly and irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such action brought in any such court and any claim that any such action has been brought in an inconvenient forum. If any provision of such terms or the Engagement Letter is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth herein.
12. Third Parties and Internal Use
Crossbridge Tax acknowledges that Crossbridge Tax has not placed any limitations on the Client’s disclosure of the tax treatment or tax structure associated with the tax Services or transactions described in the Engagement Letter. Nothing in this paragraph shall be construed as limiting or restricting disclosure of the tax treatment or tax structure of the transaction as described in Internal Revenue Code (“IRC”) sections 6011 and 6111 and related Internal Revenue Service (“IRS”) guidance.
The Client acknowledges that none of its other advisors have imposed or will impose any conditions of confidentiality with respect to the tax treatment or tax structure associated with the tax Services or transactions described in the Engagement Letter.
All Services shall be solely for the Client’s informational purposes and internal use, and this engagement does not create privity between Crossbridge Tax and any person or party other than the Client (“third party”). This engagement is not intended for the express or implied benefit of any third party. Unless otherwise agreed to in writing by Crossbridge Tax, no third party is entitled to rely, in any manner or for any purpose, on the advice, opinions, reports or other Services of Crossbridge Tax. In the event of any unauthorized reliance, the Client agrees to indemnify and hold harmless Crossbridge Tax and its personnel from all third-party claims, liabilities, costs and expenses.