Missouri Client Update Form 2021

When K·Coe Isom prepares your tax return there are services that are available that we would like to bring to your attention.

Tax Organizer-We will email you a detailed checklist for you to print out in order to help you gather and summarize your tax information.
Digital Signature-We will provide you with a secure e-signature tool in order to sign and take delivery of your tax return from any computer using a valid email, eliminating the need to come back to our office.
Portal-We will deliver your paperless tax return by providing an online portal for you to remotely and securely retrieve and store the digital copies of your tax return.
Tax Caddy-TaxCaddy makes gathering tax documents and sharing them with your tax professional a breeze. Let TaxCaddy retrieve your 1099s, 1098s and W-2s automatically. Upload or snap photos of your tax documents year-round and store them with bank vault security.

Client Status

Is this your first year with K·Coe?*

Yes No

Short Answer

Has your contact information changed?*

Yes No

Has your mailing address changed?*

Yes No

Filing Status*

Single Married Head of Household Widow / Widower

Taxpayer Information

Taxpayer Name*

First Name

Initial (optional)

Last Name

Taxpayer SSN*

Taxpayer DOB*

Email - Taxpayer

Short Answer

Spouse Name*

First Name

Initial (optional)

Last Name

Spouse SSN*

Spouse DOB*

Email - Spouse

Short Answer

Residence Information

Address*

Address Line 1

Address Line 2

City

State

ZIP Code

Contact Information

Home Phone*

Cell - Taxpayer*

Cell - Spouse*

Dependent Information

Are you adding any dependents to your return this year?*

Yes No

Are you removing any dependents from your return this year?*

Yes No

How many dependents do you have?*

Zero One Two Three Four Five

Dependents on Return - Names must match social security card

Name*

First Name

Initial (optional)

Last Name

DOB*

SSN*

Relationship*

Name*

First Name

Initial (optional)

Last Name

DOB*

SSN*

Relartionship*

Name*

First Name

Initial (optional)

Last Name

DOB*

SSN*

Relationship*

Name*

First Name

Initial (optional)

Last Name

DOB*

SSN*

Relationship*

Name*

First Name

Initial (optional)

Last Name

DOB*

SSN*

Relationship*

Dependents Removed from Return

Name*

First Name

Initial (optional)

Last Name

Name*

First Name

Initial (optional)

Last Name

Name*

First Name

Initial

Last Name

Name*

First Name

Initial

Last Name

Name*

First Name

Initial

Last Name

Banking Information for Refunds

Do you prefer direct deposit of any refund?*

Yes No

Account Type*

Checking Savings

Name of Bank*

Is this a joint account?*

Yes No

Routing Number*

Account Number*

Banking Information for Taxes Due

For your convenience we can schedule an automatic debit to your bank account in order to pay the taxes due on April 15th which is the final date that they are due. Some States do not accept automatic payments.

If you owe taxes would you prefer an auto debit?*

Yes No

Account Type*

Checking Savings

Name of Bank*

Is this a joint account?*

Yes No

Routing Number*

Account Number*

Miscellaneous Questions

Would you like a tax organizer? *

Yes No

A detailed checklist will be emailed to help you gather and summarize your tax information.

Email address for tax organizer*

Do you need assistance sending 1099s to any of your vendors?*

Yes - I need assistance preparing 1099s All required 1099s have already been prepared and filed No - I am not required to send any 1099s

The general rule is that business owners must issue a Form 1099-NEC or 1099-MISC to each person to whom you have paid at least $600 in rents, services (including parts and materials), prizes and awards, or other income payments. You are required to issue 1099 MISC reports only for payments you made in the course of your trade or business. 1099s are due to be mailed to your vendors and transmitted to the IRS by Jan. 31st in order to avoid penalties.

Did you pay for daycare or any other household help so that you can work?*

Yes No

Did anyone in your family enroll in any post high school education last year?*

Yes No

Was the entire household insured for all 12 months?*

Yes No

1095 series forms will be needed to prepare your tax return, one or more may apply.

1095-A Health Insurance Marketplace Statement

1095-B Verifies minimum essential coverage

1095-C Provides information regarding employer provided health insurance

At any time during the year, did you receive, sell, send, exchange, or otherwise acquire any financial interest in any virtual currency?*

Yes No

Did you have financial interest or signing authority over a foreign account?*

Yes No

Are you required to file a Foreign Bank Account Report (FBAR) Form 114?*

Yes No

A United States person that has a financial interest in or signature authority over foreign financial accounts must file a Foreign Account Report (FBAR) on Form 114 if the aggregate value of the foreign financial accounts exceeds $10,000 at any time during the calendar year.

Tax Return Delivery

Delivery of your completed tax return can be in handled in one of two methods

1) Paper Copy of Return - A paper copy of the completed tax return will be packaged in a binder and original tax documents returned to you in an envelope.

or

2) SafeSend - A digital copy of the completed tax return will be uploaded to your secure online portal for electronic delivery and signature. Your paperless tax return is delivered via the secure online portal for you to log in and retrieve. Original tax documents will be returned to you in an envelope.

Please Select Delivery Method*

Paper Copy of Return, may be an additional charge SafeSend - Electronic, No Paper Copy

Email for SafeSend delivery

Work Agreement

Dear Client:

In order to document the understanding between us regarding the scope of the work that KCoe Isom, LLP will perform, we are entering into this Work Agreement from January 1, 2021 to April 15, 2021.

Professional Services
KCoe Isom, LLP will perform the following services:
Professional service in connection with preparation of 2020 Federal and State individual income tax returns.

Amendment to the Work Agreement for Future and Unanticipated Services
This Agreement is based on you providing us complete and accurate information to perform the services described above. If consultation or other events such as changes to your return preparation resulting from Tax Reform legislation lead to additional work beyond the scope of this Agreement, we will confirm that additional work through a Change Order to this Agreement, in writing, which may include e-mail or any other electronic means. In the event no Change Order is obtained, we reserve the right to bill at our standard hourly rates.

Payment Terms
Our fee for these service was outlined in the Service Option Document - Personal Tax Return Services which was recently provided to you. The fee was set based on our review of your 2019 return. If the complexity of your 2020 return changes from last year, we will communicate any revisions to your fee structure prior to the completion of your return. All invoices are due and payable upon presentation.

Price Conditions
This Agreement is based on you providing us complete and accurate information to perform the services described above. We must receive all information to prepare your return by March 22nd to ensure that your return will be completed by April 15. If we have not received all of your information by March 22nd, and your return is not completed by April 15, you may be subject to late filing or late payment penalties.

Termination
Either party may terminate this Agreement at any time and for any reason with ten (10) days written notice to the other party. Such termination shall be considered the end of this contract except for payment of any outstanding invoices or final invoice to be prepared by K·Coe Isom related to any unpaid services outstanding at the date of termination. Payment of such final invoice is due in full within ten (10) days of receipt.

Unless we terminate this Agreement sooner, in accordance with these terms, completion of the agreed upon scope of services and the Agreement’s expiration date will be considered the end of this contract except for payment of any outstanding invoices.

If the foregoing fairly sets forth your understanding, please sign your name in the digital signature space provided below. However, if there are other tax returns you would like us to prepare, please inform us by contacting us at 573-243-4343. Please do not hesitate to contact us if you have any questions. We would like to take this opportunity to express our appreciation for the opportunity to serve you.

ATTACHMENT A

ADDITIONAL PROVISIONS

This Attachment A, along the Work Agreement to which it is attached are, collectively, this "Agreement."

1.Services. You understand and agree that K·Coe Isom’s services frequently include advice and recommendations, but all decisions in connection with the implementation of the advice and recommendations shall be your responsibility. In connection with our services, KCoe Isom, LLP, and its subsidiaries, affiliates, members, associates, employees or agents (“K·Coe Isom”) shall be entitled to rely on all representations, decisions, and approvals made by you.

2.Services not Completed by K·Coe Isom. The Agreement does not extend to any services not provided by K·Coe Isom. In the course of achieving the intended outcomes of the services described in the Agreement, we may refer you to other supplemental service providers; however, such referrals are provided as a courtesy only and you are not obligated in any way to work with the specific providers we refer. You understand that when you separately engage supplemental service providers referred by us or not (“Separately Engaged Providers”), unless specifically engaged in writing to do so, K·Coe Isom shall have no obligation to oversee, supervise, or determine the quality of the work performed by Separately Engaged Providers and you expressly agree that K·Coe Isom will not be held responsible in any way as it relates to their work product; further, K·Coe Isom shall not be held responsible in any way for any services we perform that fail to meet intended outcomes as a result of relying on work completed by Separately Engaged Providers.

3.Information and Data. You shall be responsible for all financial information and statements provided with respect to any services performed hereunder. K·Coe Isom shall be entitled to assume, without independent verification, that all representations, assumptions, information and data supplied by you and your representatives will be complete and accurate to the best of your knowledge. K·Coe Isom may use information and data furnished by others; however, K·Coe Isom shall not be responsible for, and K·Coe Isom shall provide no assurance regarding, the accuracy of any such information or data. K·Coe Isom shall not assume any responsibility for any financial reporting with respect to the services provided hereunder, except as specifically provided. This paragraph shall not apply to the following services: Audits of Financial Statements, Reviews of Financial Statements, Compilations of Financial Statements, Services under the U.S. Statements on Standards for Attestation Engagements, including but not limited to, applying Agreed Upon Procedures or Compilations of Prospective Financial Information, or any other service for which professional standards or law require K·Coe Isom to be "independent."

4.Tax Planning and Preparation. If it is included in the scope of services, tax planning and tax preparation will be done under state and federal law existing at the time services are delivered. Both federal and state laws are subject to change and subject to new and different interpretations. Tax planning and/or positions taken related to tax return preparation may be subject to contest by the Internal Revenue Service or other taxing authorities. Consequently, K·Coe Isom does not guarantee any specific tax result. You should not rely on any advice from K·Coe Isom that has not been issued in final form in writing or by electronic mail.

5.Legal Matters. K·Coe Isom is not licensed to practice law. As such, subject to paragraph 4 above, K·Coe Isom shall have no responsibility to address any legal matters or questions of law.

6.Third Parties and Internal Use. Except as otherwise agreed, all services hereunder shall be solely for your internal purposes and use, and this Agreement does not create privity or any legal relationship or obligation between K·Coe Isom and any person or party other than you (“Third Party”). This Agreement is not intended for the express or implied benefit of any unauthorized Third Party. In order to protect K·Coe Isom from any unauthorized reliance or claims, you further agree that the advice, opinions and reports issued by K·Coe Isom shall not be distributed, made available, circulated or quoted to or used by any Third Party without the prior written consent of K·Coe Isom. However, nothing in this paragraph shall be construed as limiting or restricting disclosure of a transaction or any significant tax feature thereof for purposes of §6110, §6111, and §6112 of the Internal Revenue Code, as amended from time to time.

7.E-mail Communication. In connection with this Agreement, we may communicate with you or others via e-mail transmission. As e-mails can be intercepted and read, disclosed or otherwise used or communicated by a third party, or may not be delivered to each of the parties to whom they are directed and only such parties, we cannot guarantee or warrant that e-mails from us and other personnel will be properly delivered and read only by the addressee. Therefore, the parties to this Agreement specifically disclaim and waive any liability or responsibility whatsoever for intercepted, disclosed or communicated e-mail transmissions, or with respect to the unauthorized use or failed delivery of e-mails transmitted in connection with the performance of this Agreement. All parties to this Agreement also specifically disclaim and waive, and expressly acknowledge and agree, that they shall have no liability or responsibility whatsoever for any loss or damage to any person or entity, resulting in whole or in part, from the use of e-mail transmissions, including, without limitation, any consequential, incidental, direct or indirect or special damages, such as loss of sales or anticipated profits or disclosure or communication of confidential or proprietary information.

8.Independent Contractor. K·Coe Isom and you acknowledge that the relationship between the parties to this Agreement is exclusively that of an independent contractor and that K·Coe Isom's obligations to you are exclusively contractual in nature. This Agreement does not create an agency, employment, partnership, joint venture, trust or other fiduciary relationship between the parties. Neither party shall have the right to bind the other to any Third Party nor otherwise act in any way as a representative or agent of the other, except as otherwise agreed in writing between the parties.

9.Management Responsibilities. You agree to accept responsibility for the results of services being provided and agree to perform the following functions in connection with this Agreement:
a)Make all management decisions and perform all management functions.
b)Designate a competent individual to oversee the services.
c)Evaluate the adequacy and results of the services performed.
d)Establish and maintain internal controls, including monitoring ongoing activities.

10.Assignment. Neither party will assign this Agreement, in whole or in part, without the prior written consent of the other party, which written consent will not be unreasonably withheld. However, K·Coe Isom will have the right to assign all or any of its rights, title and interests in and to this Agreement to any of its subsidiaries or affiliates, or to any of its Insurers, in accordance with any policies of insurance maintained by K·Coe Isom.

11.Dispute Resolution Procedure. If any dispute, controversy or claim of any kind arises in connection with the performance or breach of this Agreement, either party may, upon written notice to the other party, request mediation. The parties shall employ the mediation rules and procedures of the American Arbitration Association (“AAA”) in effect at the time of the mediation and shall conclude the mediation within sixty (60) days from receipt of the written notice unless extended by mutual consent. If mediation fails, the dispute, controversy, or claim shall be settled by binding arbitration. The proceeding shall be governed by the law and provisions of the state in which the proceeding is to take place, and conducted in accordance with the Rules for Professional Accounting and Related Disputes of the American Arbitration Association (“The AAA Rules”) in effect at the time of the arbitration.
The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). The award issued by the arbitration panel may be confirmed in a judgment by any federal or state court of competent jurisdiction.
Unless the arbitration is being conducted pursuant to the AAA's expedited procedures, such arbitration shall be conducted before a panel of three neutral arbitrators, selected pursuant to The AAA Rules, at least one of whom shall be a Certified Public Accountant. The arbitration panel shall have no authority to award either party non-monetary or equitable relief, and any monetary award shall not include punitive damages.
Any proceeding under this paragraph 11 shall take place in the city in which the K·Coe Isom office providing the relevant services exists, unless the parties agree to a different location. Each party shall pay their own costs and shall share equally the fees and expenses of the mediator and/or the AAA and the arbitrators. However, if either party incurs costs and expenses, including attorneys’ fees, in seeking to stay litigation or compel mediation or arbitration, then such party shall be awarded its costs and expenses, including attorneys’ fees, from the other party and may submit such claim in the arbitration. The confidentiality provisions applicable to mediation shall also apply to arbitration.

12.Indemnification. You agree to indemnify, defend, and hold harmless K·Coe Isom and any of its partners, principals, officers, directors, members, employees, agents or assigns with respect to any and all claims made by third parties arising from this engagement, regardless of the nature of the claim, and including the negligence of any party, excepting claims arising from the gross negligence or intentional acts of the K·Coe Isom.

13.Limitation of Liability. K·Coe Isom’s liability for all claims, damages, and costs arising from this engagement is limited to the total amount of fees paid by you to K·Coe Isom for services rendered under this Agreement. Notwithstanding anything to the contrary in this Agreement, K·Coe Isom shall not be liable for any lost profits, indirect, special, incidental, punitive or consequential damages of any nature.

14.Governing Law and Severability. This Agreement, shall be governed by, and construed in accordance with, the laws in the State in which the K·Coe Isom office providing the relevant services exists (without giving effect to the choice of law principles thereof). If any provision of this Agreement 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 in this Agreement. The parties acknowledge and agree that this Agreement allocates risk between them as authorized by any applicable law and that the amount of the fees charged for the services reflects this allocation of risk and other limitations of liability contained in this Agreement. If any remedy hereunder is determined to have failed of its essential purpose, all limitations of liability and exclusion of damages set forth in this Agreement will remain in full force and effect.

15.Entire Agreement. The Agreement and any separate Engagement Letter related to the subject matter herein (“Engagement Letter”), set forth the entire agreement between the parties with respect to the services described in the Service Agreement, superseding all prior agreements, negotiations or understandings, whether oral or written, with respect to such subject matter. To the extent that any provisions are in conflict, the order of priority shall be as follows: Engagement Letter, Attachment A, Service Agreement and the related signed Service Options document, paired. This Agreement may not be changed, modified or waived in whole or part except by an instrument in writing signed by both parties.

.

ACCEPTED AND ACKNOWLEDGED:

The undersigned hereby acknowledges and agrees to the terms and conditions of this Work Agreement and all of the Additional Provisions on Attachment A and represents that they have the full authority to bind all entities and/or individuals listed below.

THIS AGREEMENT IS A CONTRACT AND CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

Long Answer

Dear Client:

In order to document the understanding between us regarding the scope of the work that KCoe Isom, LLP will perform, we are entering into this Work Agreement from January 1, 2021 to April 15, 2021.

Professional Services

KCoe Isom, LLP will perform the following services:
Professional service in connection with preparation of 2020 Federal and State individual income tax returns.

Amendment to the Work Agreement for Future and Unanticipated Services

This Agreement is based on you providing us complete and accurate information to perform the services described above. If consultation or other events such as changes to your return preparation resulting from Tax Reform legislation lead to additional work beyond the scope of this Agreement, we will confirm that additional work through a Change Order to this Agreement, in writing, which may include e-mail or any other electronic means.  In the event no Change Order is obtained, we reserve the right to bill at our standard hourly rates.

Payment Terms

Our fee for these service was outlined in the Service Option Document - Personal Tax Return Services which was recently provided to you. The fee was set based on our review of your 2019 return. If the complexity of your 2020 return changes from last year, we will communicate any revisions to your fee structure prior to the completion of your return. All invoices are due and payable upon presentation.

Price Conditions

This Agreement is based on you providing us complete and accurate information to perform the services described above. We must receive all information to prepare your return by March 22nd, to ensure that your return will be completed by April 15. If we have not received all of your information by March 22nd, and your return is not completed by April 15, you may be subject to late filing or late payment penalties.

Termination

Either party may terminate this Agreement at any time and for any reason with ten (10) days written notice to the other party. Such termination shall be considered the end of this contract except for payment of any outstanding invoices or final invoice to be prepared by K·Coe Isom related to any unpaid services outstanding at the date of termination. Payment of such final invoice is due in full within ten (10) days of receipt.

Unless we terminate this Agreement sooner, in accordance with these terms, completion of the agreed upon scope of services and the Agreement’s expiration date will be considered the end of this contract except for payment of any outstanding invoices.

If the foregoing fairly sets forth your understanding, please sign your name in the digital signature space provided below. However, if there are other tax returns you would like us to prepare, please inform us by contacting us at 573-243-4343.  Please do not hesitate to contact us if you have any questions. We would like to take this opportunity to express our appreciation for the opportunity to serve you.

ATTACHMENT A

ADDITIONAL PROVISIONS

This Attachment A, along with Project Summary document and the Service Agreement to which it is attached are, collectively, this “Agreement.”

1.	Services. You understand and agree that K·Coe Isom’s services frequently include advice and recommendations, but all decisions in connection with the implementation of the advice and recommendations shall be your responsibility. In connection with our services, KCoe Isom, LLP, and its subsidiaries, affiliates, members, associates, employees or agents (“K·Coe Isom”) shall be entitled to rely on all representations, decisions, and approvals made by you.

2.	Services not Completed by K·Coe Isom. The Agreement does not extend to any services not provided by K·Coe Isom. In the course of achieving the intended outcomes of the services described in the Agreement, we may refer you to other supplemental service providers; however, such referrals are provided as a courtesy only and you are not obligated in any way to work with the specific providers we refer. You understand that when you separately engage supplemental service providers referred by us or not (“Separately Engaged Providers”), unless specifically engaged in writing to do so, K·Coe Isom shall have no obligation to oversee, supervise, or determine the quality of the work performed by Separately Engaged Providers and you expressly agree that K·Coe Isom will not be held responsible in any way as it relates to their work product; further, K·Coe Isom shall not be held responsible in any way for any services we perform that fail to meet intended outcomes as a result of relying on work completed by Separately Engaged Providers.

3.	Information and Data. You shall be responsible for all financial information and statements provided with respect to any services performed hereunder. K·Coe Isom shall be entitled to assume, without independent verification, that all representations, assumptions, information and data supplied by you and your representatives will be complete and accurate to the best of your knowledge. K·Coe Isom may use information and data furnished by others; however, K·Coe Isom shall not be responsible for, and K·Coe Isom shall provide no assurance regarding, the accuracy of any such information or data. K·Coe Isom shall not assume any responsibility for any financial reporting with respect to the services provided hereunder, except as specifically provided. This paragraph shall not apply to the following services:  Audits of Financial Statements, Reviews of Financial Statements, Compilations of Financial Statements, Services under the U.S. Statements on Standards for Attestation Engagements, including but not limited to, applying Agreed Upon Procedures or Compilations of Prospective Financial Information, or any other service for which professional standards or law require K·Coe Isom to be "independent."
 
4.	Tax Planning and Preparation. If it is included in the scope of services, tax planning and tax preparation will be done under state and federal law existing at the time services are delivered.  Both federal and state laws are subject to change and subject to new and different interpretations. Tax planning and/or positions taken related to tax return preparation may be subject to contest by the Internal Revenue Service or other taxing authorities. Consequently, K·Coe Isom does not guarantee any specific tax result. You should not rely on any advice from K·Coe Isom that has not been issued in final form in writing or by electronic mail.

5.	Legal Matters. K·Coe Isom is not licensed to practice law. As such, subject to paragraph 4 above, K·Coe Isom shall have no responsibility to address any legal matters or questions of law.

6.	Third Parties and Internal Use. Except as otherwise agreed, all services hereunder shall be solely for your internal purposes and use, and this Agreement does not create privity or any legal relationship or obligation between K·Coe Isom and any person or party other than you (“Third Party”). This Agreement is not intended for the express or implied benefit of any unauthorized Third Party. In order to protect K·Coe Isom from any unauthorized reliance or claims, you further agree that the advice, opinions and reports issued by K·Coe Isom shall not be distributed, made available, circulated or quoted to or used by any Third Party without the prior written consent of K·Coe Isom. However, nothing in this paragraph shall be construed as limiting or restricting disclosure of a transaction or any significant tax feature thereof for purposes of §6110, §6111, and §6112 of the Internal Revenue Code, as amended from time to time.

7.	E-mail Communication. In connection with this Agreement, we may communicate with you or others via e-mail transmission. As e-mails can be intercepted and read, disclosed or otherwise used or communicated by a third party, or may not be delivered to each of the parties to whom they are directed and only such parties, we cannot guarantee or warrant that e-mails from us and other personnel will be properly delivered and read only by the addressee. Therefore, the parties to this Agreement specifically disclaim and waive any liability or responsibility whatsoever for intercepted, disclosed or communicated e-mail transmissions, or with respect to the unauthorized use or failed delivery of e-mails transmitted in connection with the performance of this Agreement. All parties to this Agreement also specifically disclaim and waive, and expressly acknowledge and agree, that they shall have no liability or responsibility whatsoever for any loss or damage to any person or entity, resulting in whole or in part, from the use of e-mail transmissions, including, without limitation, any consequential, incidental, direct or indirect or special damages, such as loss of sales or anticipated profits or disclosure or communication of confidential or proprietary information.
 
8.	Independent Contractor. K·Coe Isom and you acknowledge that the relationship between the parties to this Agreement is exclusively that of an independent contractor and that K·Coe Isom's obligations to you are exclusively contractual in nature. This Agreement does not create an agency, employment, partnership, joint venture, trust or other fiduciary relationship between the parties. Neither party shall have the right to bind the other to any Third Party nor otherwise act in any way as a representative or agent of the other, except as otherwise agreed in writing between the parties.

9.	Management Responsibilities.  You agree to accept responsibility for the results of services being provided and agree to perform the following functions in connection with this Agreement:
a)	Make all management decisions and perform all management functions.
b)	Designate a competent individual to oversee the services.
c)	Evaluate the adequacy and results of the services performed.
d)	Establish and maintain internal controls, including monitoring ongoing activities.

10.	Assignment. Neither party will assign this Agreement, in whole or in part, without the prior written consent of the other party, which written consent will not be unreasonably withheld. However, K·Coe Isom will have the right to assign all or any of its rights, title and interests in and to this Agreement to any of its subsidiaries or affiliates, or to any of its Insurers, in accordance with any policies of insurance maintained by K·Coe Isom.

11.	Dispute Resolution Procedure. If any dispute, controversy or claim of any kind arises in connection with the performance or breach of this Agreement, either party may, upon written notice to the other party, request mediation. The parties shall employ the mediation rules and procedures of the American Arbitration Association (“AAA”) in effect at the time of the mediation and shall conclude the mediation within sixty (60) days from receipt of the written notice unless extended by mutual consent. 
If mediation fails, the dispute, controversy, or claim shall be settled by binding arbitration. The proceeding shall be governed by the law and provisions of the state in which the proceeding is to take place, and conducted in accordance with the Rules for Professional Accounting and Related Disputes of the American Arbitration Association (“The AAA Rules”) in effect at the time of the arbitration. 
The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). The award issued by the arbitration panel may be confirmed in a judgment by any federal or state court of competent jurisdiction.
Unless the arbitration is being conducted pursuant to the AAA's expedited procedures, such arbitration shall be conducted before a panel of three neutral arbitrators, selected pursuant to The AAA Rules, at least one of whom shall be a Certified Public Accountant. The arbitration panel shall have no authority to award either party non-monetary or equitable relief, and any monetary award shall not include punitive damages. 
Any proceeding under this paragraph 11 shall take place in the city in which the K·Coe Isom office providing the relevant services exists, unless the parties agree to a different location. Each party shall pay their own costs and shall share equally the fees and expenses of the mediator and/or the AAA and the arbitrators. However, if either party incurs costs and expenses, including attorneys’ fees, in seeking to stay litigation or compel mediation or arbitration, then such party shall be awarded its costs and expenses, including attorneys’ fees, from the other party and may submit such claim in the arbitration. The confidentiality provisions applicable to mediation shall also apply to arbitration.

12.	Indemnification. You agree to indemnify, defend, and hold harmless K·Coe Isom and any of its partners, principals, officers, directors, members, employees, agents or assigns with respect to any and all claims made by third parties arising from this engagement, regardless of the nature of the claim, and including the negligence of any party, excepting claims arising from the gross negligence or intentional acts of the K·Coe Isom.

13.	Limitation of Liability. K·Coe Isom’s liability for all claims, damages, and costs arising from this engagement is limited to the total amount of fees paid by you to K·Coe Isom for services rendered under this Agreement.  Notwithstanding anything to the contrary in this Agreement, K·Coe Isom shall not be liable for any lost profits, indirect, special, incidental, punitive or consequential damages of any nature.

14.	Governing Law and Severability. This Agreement, shall be governed by, and construed in accordance with, the laws in the State in which the K·Coe Isom office providing the relevant services exists (without giving effect to the choice of law principles thereof). If any provision of this Agreement 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 in this Agreement. The parties acknowledge and agree that this Agreement allocates risk between them as authorized by any applicable law and that the amount of the fees charged for the services reflects this allocation of risk and other limitations of liability contained in this Agreement. If any remedy hereunder is determined to have failed of its essential purpose, all limitations of liability and exclusion of damages set forth in this Agreement will remain in full force and effect.

15.	Entire Agreement. The Agreement and any separate Engagement Letter related to the subject matter herein (“Engagement Letter”), set forth the entire agreement between the parties with respect to the services described in the Service Agreement, superseding all prior agreements, negotiations or understandings, whether oral or written, with respect to such subject matter. To the extent that any provisions are in conflict, the order of priority shall be as follows: Engagement Letter, Attachment A, Service Agreement and the related signed Service Options document, paired. This Agreement may not be changed, modified or waived in whole or part except by an instrument in writing signed by both parties.

ACCEPTED AND ACKNOWLEDGED:

The undersigned hereby acknowledges and agrees to the terms and conditions of this Work Agreement and all of the Additional Provisions on Attachment A and represents that they have the full authority to bind all entities and/or individuals listed below.

THIS AGREEMENT IS A CONTRACT AND CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

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