4. Client Responsibilities & Reliance
Client represents and warrants that:
All information provided to CTA is complete, accurate, and not misleading
No material facts relevant to the services have been withheld
Client will promptly notify CTA of any material changes in financial circumstances, income, entity structure, ownership, or tax situation
Client will respond to information requests and document deadlines communicated by CTA in a timely manner
Client is not subject to any OFAC sanctions, is not located in a sanctioned jurisdiction, and is not using CTA’s services for any unlawful purpose
CTA relies exclusively on Client-provided information and performs no independent audit, forensic review, or verification. Client bears sole responsibility for final tax positions, reporting accuracy, and implementation decisions. Failure to provide requested information by communicated deadlines may result in filing extensions, penalties, or incomplete services for which CTA shall not be liable.
Entity Signatory Guarantee. If Client is an entity, the individual signing this Agreement personally guarantees all payment obligations of the Client Entity.
5. No Guarantees; Professional Judgment
CTA provides advice based on professional judgment, current law as understood at the time services are rendered, and information provided by Client. CTA makes no guarantee regarding:
Actual tax savings achieved
Audit outcomes or IRS examination results
Regulatory interpretations of any strategy or filing position
Future changes in tax law, enforcement priorities, or IRS policy
All projections, models, and savings estimates are professional estimates only. CTA’s advice represents its professional judgment at the time rendered and does not constitute a legal opinion or guarantee of any tax result.
6. Partner Program, Referral Program & Third-Party Providers
6.1 Partner & Referral Program Disclosure
CTA operates a Partner Program and a Referral Program through which CTA compensates individuals and entities who refer prospective clients. Partners and referrers may receive compensation equal to a percentage of Implementation Fees generated by clients they refer, as agreed in each Partner’s separate written agreement with CTA. This compensation is paid by CTA from its own revenues and does not increase the fees charged to Client.
By signing this Agreement, Client acknowledges and consents to:
The existence of CTA’s Partner Program and Referral Program
The possibility that the individual or entity who referred Client to CTA may receive a percentage of Implementation Fees paid by Client
This disclosure satisfying CTA’s obligation to disclose referral compensation arrangements
6.2 Partner Data Access
Partners and referrers do not have access to Client data by virtue of their participation in CTA’s programs alone. A Partner who is also a licensed professional actively working with Client in an official capacity (such as a CPA, financial adviser, or investment manager) may receive limited access to Client data solely for co-delivering services, and only:
With Client’s express written or electronic consent prior to any data sharing
To the extent necessary for the specific collaborative service being performed
Subject to the Partner’s written confidentiality obligations to CTA
6.3 Introduced Providers
CTA may coordinate with Introduced Providers in connection with service delivery. CTA may receive referral compensation, revenue share, or other economic benefits from certain Introduced Providers. Client is not obligated to use any Introduced Provider unless the structure of a specific strategy or service requires it. CTA is not liable for the acts, errors, omissions, negligence, insolvency, or misconduct of any third-party provider acting independently of CTA’s direct supervision.
6.4 Non-Circumvention (36 Months)
During any active Engagement and for thirty-six (36) months after termination, Client shall not directly or indirectly engage any Introduced Provider for substantially similar services related to CTA-designed strategies without CTA’s prior written consent.
Liquidated Damages. Violation entitles CTA to liquidated damages equal to the Implementation Fee that would have applied. The parties agree actual damages are difficult to quantify and this amount is a reasonable estimate, not a penalty. CTA may also seek injunctive relief without posting bond.
7. Records, Retention & IRS Statutes of Limitation
7.1 CTA Record Retention
CTA retains client files, work product, and engagement records for a minimum of seven (7) years from the date of service delivery, consistent with professional standards for tax practitioners under IRS guidance. After the retention period, CTA may destroy records without notice to Client.
7.2 Client Responsibility to Maintain Records
Client is independently responsible for maintaining complete copies of all tax returns, supporting documentation, strategy materials, and financial records. CTA’s retention of files is for CTA’s professional purposes only and does not relieve Client of independent recordkeeping obligations under the Internal Revenue Code or applicable state law.
7.3 IRS Statutes of Limitation — Client Awareness
Client acknowledges the following general IRS audit statutes of limitation:
3 years: Standard limitation. The IRS generally has three (3) years from the date a return is filed to assess additional tax.
6 years: Extended limitation for substantial understatement. The IRS has six (6) years if Client omits more than 25% of gross income.
No limitation: No statute of limitations applies where a return is fraudulent or no return is filed. There is no time limit on IRS assessment or collection in cases of tax fraud.
This disclosure is for general informational purposes only and does not constitute legal advice. Client should consult independent legal counsel regarding any IRS examination, dispute, or potential fraud matter.
8. Limitation of Liability
To the fullest extent permitted by applicable law, CTA’s aggregate liability arising out of or relating to this Agreement or any active Schedule shall not exceed the greater of:
Fees paid to CTA in the twelve (12) months preceding the claim; or
Twenty-Five Thousand Dollars ($25,000)
CTA shall not be liable for indirect, consequential, incidental, special, or punitive damages, or for lost profits, regardless of the cause of action or theory of liability, even if CTA has been advised of the possibility of such damages. Nothing in this Agreement waives any right that cannot be waived under applicable law.
9. Indemnification
Client agrees to indemnify, defend, and hold harmless CTA, its officers, members, employees, contractors, Partners, and affiliates from and against any claims, liabilities, damages, penalties, regulatory actions, costs, and expenses (including reasonable attorneys’ fees) arising from:
Inaccurate, incomplete, or untimely information provided by Client
Client’s failure to follow CTA’s advice or implement recommended compliance steps
Acts, errors, or omissions of Introduced Providers or third-party providers acting independently
Client’s own implementation decisions
Regulatory or tax authority assessments relating to Client’s tax positions
Client negligence or misconduct
10. Dispute Resolution
10.1 Governing Law
This Agreement is governed by the laws of the State of Minnesota, without regard to conflict-of-law principles, except to the extent superseded by applicable federal law. Upon CTA’s relocation to Tennessee, CTA may provide written notice that this Agreement will be governed by Tennessee law for matters arising after that date. Client consents in advance to that transition.
10.2 Good Faith Negotiation
Before initiating arbitration, the parties agree to attempt resolution through good-faith negotiation by email or phone. Either party may initiate this process by written notice describing the dispute in reasonable detail. If not resolved within fifteen (15) business days, either party may proceed to arbitration.
10.3 Binding Arbitration
All disputes not resolved through negotiation shall be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA), seated in the governing law state. Arbitration shall be conducted on an individual basis only.
Claims under $10,000 may be brought in small claims court at Client’s election
Client waives the right to jury trial
Client waives the right to participate in any class action
The prevailing party is entitled to reasonable attorneys’ fees and arbitration costs
10.4 Limitation on When Claims Must Be Brought
6-Month Claims Limitation — Read Carefully: ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, CTA’S SERVICES, OR ANY TAX ADVICE PROVIDED MUST BE BROUGHT WITHIN SIX (6) MONTHS OF THE DATE ON WHICH THE CLAIMANT KNEW OR REASONABLY SHOULD HAVE KNOWN OF THE FACTS GIVING RISE TO THE CLAIM. ANY CLAIM NOT BROUGHT WITHIN THIS PERIOD IS PERMANENTLY WAIVED AND BARRED, REGARDLESS OF ANY LONGER STATUTORY LIMITATIONS PERIOD THAT MIGHT OTHERWISE APPLY. CLIENT ACKNOWLEDGES THIS IS A MATERIAL AND BARGAINED-FOR TERM.
11. Termination
11.1 Termination by Either Party
Either party may terminate this Agreement by providing thirty (30) days’ written notice by email to the contact address on file or by certified mail.
11.2 Effect of Termination
Upon termination of this Agreement or any active Schedule:
All fees earned or accrued through the termination date are immediately due and payable
Schedule-specific acceleration provisions apply
CTA will deliver completed work product within a reasonable time after receipt of all outstanding payments
CTA has no obligation to complete work not yet commenced or not yet at a billable milestone
CTA retains all rights to its work product and proprietary materials under Section 13
11.3 Termination for Cause
CTA may terminate immediately and without notice upon:
Client’s failure to cure a payment default within the fourteen (14) day grace period
Client’s provision of materially false or fraudulent information
Client’s use of CTA’s services for any unlawful purpose
Client’s material breach of any other provision of this Agreement
11.4 Death or Incapacity of Individual Client
In the event of the death or legal incapacity of an individual Client, Client’s authorized legal representative may terminate this Agreement upon written notice to CTA. CTA shall retain all earned fees through the termination date. Unearned prepaid amounts, if any, will be refunded to the estate net of any outstanding fees owed.
11.5 Survival
The following survive termination: Sections 3 (accrued fees), 6.4 (non-circumvention), 8 (limitation of liability), 9 (indemnification), 10 (dispute resolution), 12 (confidentiality), 13 (intellectual property), and 14 (miscellaneous).
12. Confidentiality, Privacy & Data Security
12.1 Confidential Information
CTA maintains the confidentiality of all nonpublic personal information provided by Client in accordance with applicable federal and state privacy laws, including the Gramm-Leach-Bliley Act (GLBA) where applicable.
12.2 Permitted Disclosures
CTA may disclose Client information:
To CTA employees, contractors, subcontractors, and professional advisors who require access to deliver services
To Partners who are licensed professionals actively co-delivering services — solely with Client’s express prior written or electronic consent and only to the extent necessary for that collaboration
To third-party software, cloud, and platform vendors used in connection with tax preparation, modeling, bookkeeping, payroll, or document storage
As required by law, subpoena, court order, or regulatory inquiry
12.3 Data Security
CTA maintains commercially reasonable administrative, technical, and physical safeguards to protect Client information. No system can be guaranteed 100% secure. In the event of a data security incident, CTA will provide notice consistent with applicable law but is not liable for third-party criminal acts beyond CTA’s reasonable control.
12.4 Third-Party Systems
CTA utilizes third-party software and cloud platforms for tax preparation, financial modeling, document portals, and related services. Client information may be processed or stored by such providers subject to their independent privacy policies. CTA exercises reasonable diligence in vendor selection but is not liable for independent acts or security failures of third-party providers.
12.5 Electronic Communications
Client consents to electronic communication, including email, secure portal messaging, and digital document delivery. CTA is not liable for unauthorized access resulting from Client’s use of unsecured communication methods.
12.6 AI-Assisted Tools
CTA may use secure AI-assisted tools for internal workflow, modeling, document drafting, and strategic evaluation. All substantive advice is reviewed or supervised by qualified human professionals before delivery to Client.
13. Intellectual Property & Proprietary Materials
All tax models, strategy frameworks, projection methodologies, templates, documentation systems, written materials, and proprietary analysis tools developed or utilized by CTA are the exclusive intellectual property of CTA. Client is granted a limited, non-transferable, non-sublicensable license to use materials provided solely for Client’s personal or internal business purposes in connection with CTA’s services. Client agrees not to reproduce, distribute, reverse engineer, resell, or use CTA’s proprietary materials for any commercial purpose without prior written consent. This section survives termination.
14. Force Majeure
CTA shall not be liable for delays or failure to perform resulting from causes beyond its reasonable control, including acts of God, governmental actions, regulatory changes, natural disasters, pandemics, cyber incidents, utility failures, labor disruptions, or third-party system outages. CTA will provide prompt notice and resume performance as soon as reasonably practicable.
15. Miscellaneous
15.1 Entire Agreement
This Agreement, together with all active Schedules and any written enrollment confirmations or engagement letters, constitutes the entire agreement between the parties and supersedes all prior oral or written understandings.
15.2 Modifications
CTA may modify operational terms (including fee schedules, service descriptions, and Schedules) with thirty (30) days’ written notice. Continued use of CTA’s services after such notice constitutes acceptance. Material terms — including the liability cap, arbitration clause, and non-circumvention period — require written agreement signed by both parties to modify.
15.3 Assignment
CTA may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of substantially all assets with thirty (30) days’ written notice to Client. Client may not assign this Agreement without CTA’s prior written consent. Any purported assignment in violation of this section is void.
15.4 Severability
If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. All remaining provisions remain in full force.
15.5 Waiver
Failure to enforce any provision at any time does not waive the right to enforce it later. Waivers must be in writing to be effective.
15.6 Counterparts & Electronic Execution
This Agreement may be executed in counterparts. Electronic signatures are valid and binding pursuant to the U.S. ESIGN Act and the Minnesota Uniform Electronic Transactions Act (and upon CTA’s relocation, the Tennessee Uniform Electronic Transactions Act). Electronic signature, typed name, checkbox acceptance at checkout, or payment of any fee each independently constitute binding execution.
15.7 Headings
Section headings are for convenience only and do not affect interpretation.