Partner Program Enrollment

Carson Tax Advisors, LLC

"If your clients are writing six or seven-figure checks to the IRS, you need more than a tax preparer — you need strategy architecture."

Offer elite tax strategies without building a tax department.

We handle the architecture, modeling, and compliance. You deliver smarter solutions that reduce taxes and strengthen client trust while building a meaningful recurring revenue stream that pays you every year your clients benefit.

Partner Information

Data Security Notice

All sensitive information submitted through this form is transmitted over encrypted connections and stored using enterprise-grade security.

Form W-9 (Substitute)

To ensure accurate 1099 reporting and timely partner payouts, we collect tax identification details at enrollment. Prior to any payout, partners will receive a confirmation request through QuickBooks to verify or update information on file and add a payout bank account.

Plain-English Agreement Summary

For your convenience only — not legally binding. The full Agreement governs.

What this is: A revenue-sharing partnership. You refer qualified clients to CTA. We design, model, and implement advanced tax strategies. You earn recurring revenue on every Implementation Fee we collect from your referred clients, for as long as we continue to work together and this Agreement remains active.

What triggers your compensation: Implementation Fees collected by CTA from clients you introduce. Subscription Retainer fees and tax preparation fees are expressly excluded. You earn nothing until CTA collects.

Default revenue share: 20% of Implementation Fees collected from your Qualified Referred Clients. Elevated rates up to 50% are available by written addendum only.

Recurring revenue: You continue to earn your applicable rate on Recurring Implementation Fees year after year, as long as this Agreement is active and CTA continues to collect those fees. You do not need to maintain an ongoing professional engagement with the referred client to receive recurring revenue — a one-time introduction is sufficient to establish your entitlement.

Clawback: If CTA refunds, reverses, or writes off an Implementation Fee after you have been paid, CTA will recover the corresponding compensation from your next payout or invoice you directly.

Client ownership: You own your client relationships. CTA will not solicit or poach your referred clients. However, you may not replicate CTA’s strategies, frameworks, or provider relationships for any competing purpose.

Client data: Neither party may share a referred client’s personal or financial information with the other without that client’s express written or electronic consent.

Dispute resolution: Good-faith negotiation first. Then accounting review if the dispute involves compensation. Then arbitration if unresolved. Litigation is a last resort.

Non-circumvention: 36 months. Liquidated damages apply. CTA can pursue injunctive relief without posting a bond.

Governing law: Minnesota (transitioning to Tennessee upon relocation under same ownership). AAA arbitration.

Questions before signing? Contact us before returning this Agreement.

STRATEGIC PARTNER AGREEMENT

This Strategic Partner Agreement (“Agreement”) is entered into by and between Carson Tax Advisors, LLC, a Minnesota limited liability company with its principal place of business in Minnesota (“CTA,” “Company,” “we,” or “us”), and the undersigned individual and any applicable related entities (collectively, “Partner”).

This Agreement governs the referral relationship, revenue participation structure, intellectual property protections, client data obligations, and strategic collaboration obligations between CTA and Partner.

1. Purpose

CTA provides advanced, compliance-focused tax strategy design, modeling, and implementation services for high-income individuals and business owners.

Partner desires to refer qualified clients to CTA and participate in revenue sharing tied to Implementation Fees generated from implemented tax strategies.

This Agreement establishes the exclusive terms of that relationship. No compensation shall be owed to Partner except as expressly set forth herein.

2. Binding Parties

For purposes of this Agreement, “Partner” includes:

• The undersigned individual;

• Any current entity through which Partner operates;

• Any future entity formed, acquired, or controlled by Partner;

• Any entity in which Partner holds a direct or indirect ownership interest of ten percent (10%) or more;

• Any entity Partner controls, manages, materially influences, or through which Partner conducts substantially similar business activities.

All such persons and entities are jointly and severally bound by this Agreement. Any attempt to operate through a new or affiliated entity to avoid obligations under this Agreement shall constitute a material breach.

3. Independent Contractor Status

Partner is an independent contractor. Nothing in this Agreement creates employment, joint venture, partnership, agency relationship, or fiduciary duty between the parties.

Partner is solely responsible for its own licensing, regulatory compliance, disclosure obligations, tax reporting, and all other legal and professional requirements applicable to Partner’s business and professional activities.

4. Securities & Investment Activity Limitation

This Agreement applies solely to tax advisory services provided by Carson Tax Advisors, LLC. No compensation under this Agreement is paid for, and shall not be construed as payment for, any securities solicitation, investment advisory service, portfolio management, capital raising, or any transaction involving securities or investment products.

Partner is not authorized to offer or sell securities, provide investment advice, discuss projected investment returns, negotiate subscription terms, or represent CTA in any securities or investment-related capacity. Any investment-related services are governed by separate arrangements and are not subject to compensation under this Agreement.

5. Qualified Referred Clients

A “Qualified Referred Client” means a prospective client who meets all of the following criteria:

• Introduced directly by Partner to CTA;

• Who executes CTA’s then-current client Master Services Agreement;

• Who implements one or more Major Strategies as determined solely by CTA in its professional discretion;

• Whose Implementation Fees are collected in full (or, for installments, collected as received) by CTA.

CTA retains sole and absolute discretion in determining whether a client qualifies as a Qualified Referred Client. CTA’s determination is final absent manifest error.

6. Partner Compensation Structure

6.1 Scope of Compensable Fees

Partner compensation is calculated solely on Implementation Fees actually collected by CTA from Qualified Referred Clients. The following fees are expressly excluded from compensation calculations:

• Subscription Retainer fees;

• Tax preparation fees (Schedule B under the CTA MSA);

• Ancillary service fees (Schedule C under the CTA MSA);

• Any third-party provider fees collected on a pass-through basis;

• Any fees that are refunded, reversed, credited, or written off.

CTA retains sole discretion in its advisory pricing model. Compensation is not calculated as a percentage of estimated or actual tax savings.

6.2 Default Revenue Share Rate

Unless a higher rate has been expressly agreed in a written and signed addendum to this Agreement, Partner shall receive twenty percent (20%) of Implementation Fees actually collected by CTA from Qualified Referred Clients.

By signing this Agreement, Partner is automatically enrolled in the 20% default revenue share structure. No additional action is required to activate this rate.

6.3 Elevated Revenue Share — Custom Addendum

CTA may, at its sole discretion, offer elevated revenue share rates to partners demonstrating exceptional referral volume, strategic alignment, or co-delivery contribution. Any elevated rate above the 20% default must be memorialized in a written and signed addendum to this Agreement executed by both parties, expressly stating the specific percentage rate and the engagements or period to which it applies, and approved in writing by an authorized CTA officer.

In no case shall any revenue share rate exceed fifty percent (50%) of Implementation Fees collected. Elevated rates apply only to engagements confirmed after the effective date of the applicable addendum and do not apply retroactively.

CTA reserves the right to modify the revenue share structure prospectively upon thirty (30) days written notice. Modifications shall not retroactively alter revenue share owed for strategies already implemented and invoiced prior to the modification’s effective date.

6.4 Recurring Revenue — Annual Implementation Fees

Where a Major Strategy is introduced through a Partner that generates Recurring Implementation Fees in subsequent tax years — including through carryforwards, depreciation benefits, deferral structures, or repeated annual implementation — the Partner shall be entitled to a revenue share at the applicable rate on those Recurring Implementation Fees, subject to the following conditions:

• This Agreement remains active and in good standing at the time each Recurring Implementation Fee is invoiced;

• Partner’s original introduction of the referred client to CTA is documented in CTA’s records;

• CTA has actually collected the Recurring Implementation Fee;

• No clawback event under Section 6.6 is pending with respect to that client.

Partner’s entitlement to recurring revenue is not contingent on maintaining an ongoing professional engagement with the referred client after the initial introduction. A Partner who makes a one-time introduction — including financial coaches, consultants, advisers, or any other professional whose engagement with the referred client has since concluded — retains the right to recurring revenue share for as long as this Agreement remains active and CTA continues to collect Recurring Implementation Fees from that client. Revenue share on a specific client ceases only upon termination of this Agreement or a clawback or breach event applicable to that client.

6.5 Payment Terms

Revenue share shall be reconciled annually following year-end close. Payment shall be made once per calendar year, after year-end reconciliation of collected Implementation Fees, receipt of accurate and current tax identification documentation (W-9 certification), verification of ACH banking information, and resolution of any pending clawback events under Section 6.6.

CTA may require current Form W-9 and ACH documentation through QuickBooks or other secure platforms prior to each annual payout. CTA may suspend payout for incomplete documentation, suspected irregularities, or pending disputes. CTA’s books and records shall control the calculation of collected Implementation Fees absent manifest error.

6.6 Clawback

If CTA refunds, reverses, credits, or writes off all or any portion of an Implementation Fee after Partner has already been paid the corresponding revenue share, CTA shall be entitled to recover the overpaid compensation by: (a) deducting the clawback amount from Partner’s next scheduled annual payout; (b) issuing a written invoice to Partner for the clawback amount, due within thirty (30) days; or (c) offsetting against any other amounts owed by CTA to Partner.

A clawback event is triggered upon CTA’s issuance of a refund, credit memo, reversal, or written-off receivable with respect to a previously collected Implementation Fee. CTA will provide written notice to Partner within thirty (30) days of the clawback event. Partner agrees that the right to clawback is a material and bargained-for protection for CTA and is not subject to dispute except in cases of manifest arithmetic error.

7. Minimum Annual Activity

This partnership is intended to reflect meaningful strategic collaboration. CTA expects that Partner will introduce at least one Qualified Referred Client per calendar year. CTA reserves the right to review this relationship annually to ensure active alignment. Nothing herein guarantees continuation of this Agreement absent ongoing mutual engagement.

8. Alternative Billing Structure

At CTA’s sole discretion, CTA may permit an alternative billing structure whereby Partner collects client fees and remits CTA’s agreed percentage. In such cases: (a) CTA shall provide the applicable Implementation Fee calculation; (b) Partner shall remit CTA’s portion within fifteen (15) days of client payment; (c) Partner shall provide documentation reasonably requested by CTA; (d) CTA retains audit rights to inspect related records; and (e) failure to remit CTA’s portion within the required period shall constitute a material breach and shall accrue interest at 1.5% per month on the unpaid balance. CTA is under no obligation to permit alternative billing.

9. Client Data Sharing & Consent

Neither party shall share, disclose, reference, or otherwise transmit any nonpublic personal or financial information about a referred client with the other party or any third party unless the following conditions are satisfied:

• The referred client has provided express written or electronic consent specifically authorizing the sharing of their information for the purpose of the applicable service or collaboration;

• The disclosure is limited strictly to the information necessary for the specific purpose for which consent was granted;

• The disclosing party maintains a record of the client’s consent that can be produced upon reasonable request.

CTA shall not share referred client information with Partner beyond what is necessary to administer revenue share under this Agreement (i.e., basic engagement confirmation: client name, engagement status, and fee collected), and only with the client’s express prior written or electronic consent where the disclosure goes beyond that baseline.

Both parties acknowledge that referred clients are individuals with independent privacy rights. Neither party may use referred client information for any purpose beyond the direct delivery of services or the administration of this Agreement. This Section survives termination of this Agreement.

10. Client Ownership & Relationship Protection

10.1 Partner’s Client Relationships

Partner owns its client relationships. CTA will not independently solicit, market to, or initiate new service engagements with Partner’s referred clients outside of active work that Partner has introduced, without Partner’s prior written consent. CTA will not contact Partner’s referred clients for the purpose of displacing Partner’s professional relationship with those clients.

10.2 CTA’s Strategy & Network Protections

Partner acknowledges that CTA’s strategy frameworks, provider network, implementation methodologies, and professional relationships are CTA’s exclusive proprietary assets. Partner shall not, directly or indirectly:

• Replicate, reverse engineer, or independently deploy strategies, frameworks, or analytical methods learned through or developed in connection with CTA;

• Introduce CTA’s Introduced Providers to clients outside of CTA’s direct engagement;

• Use CTA’s intellectual property or provider relationships to establish a competing or parallel tax strategy service;

• Direct clients toward alternative providers for services substantially similar to CTA’s for the purpose of circumventing CTA’s compensation.

11. Non-Circumvention (36 Months)

During the term of this Agreement and for thirty-six (36) months following termination or expiration for any reason, Partner shall not directly or indirectly:

• Engage any CTA Introduced Provider for services substantially similar to those CTA coordinates, outside of CTA’s involvement;

• Replicate, copy, reverse engineer, or derive competitive benefit from CTA’s proprietary systems, strategy frameworks, modeling methodologies, or documentation systems;

• Use CTA’s strategy frameworks or intellectual property independent of CTA;

• Hire, solicit, or engage CTA personnel, contractors, or subcontractors for services that compete with or replicate CTA’s services;

• Provide or facilitate services substantially similar to CTA’s advanced tax mitigation systems, independent of CTA, using knowledge, relationships, or frameworks derived from this engagement.

“Introduced Provider” means any third-party professional, vendor, consultant, fund, adviser, specialist, or strategic partner first identified, recommended, or coordinated by CTA, regardless of whether formal engagement occurred. Engagement of any Introduced Provider for substantially similar services outside CTA’s involvement during the restricted period constitutes circumvention.

12. Liquidated Damages & Equitable Relief

If Partner breaches Section 10.2 or Section 11, Partner shall pay liquidated damages equal to the greater of: (a) two (2) times the total revenue share Partner received or was entitled to receive under this Agreement; or (b) the Implementation Fee that would have applied had CTA remained engaged with the relevant client or strategy.

The parties agree that actual damages from a breach of these provisions are inherently difficult to quantify. The liquidated damages amount is a reasonable pre-estimate of those damages and is not a penalty.

In addition to liquidated damages, CTA shall be entitled to seek injunctive relief, specific performance, and all other available equitable remedies without the requirement of posting a bond. The pursuit of equitable relief does not waive or limit CTA’s right to liquidated or other damages.

13. Proprietary Rights & Trade Secrets

CTA’s strategy frameworks, modeling methodologies, financial architectures, documentation systems, provider relationships, implementation processes, client qualification criteria, and analytical methods constitute proprietary trade secrets and confidential business information protected under applicable federal and state law.

Partner shall not copy or reproduce CTA materials, disclose CTA methodologies to any third party, derive competitive benefit from CTA’s intellectual property outside this Agreement, or use CTA’s provider relationships for any purpose outside of referred client engagements. All goodwill from CTA strategy implementation inures exclusively to CTA. Partner acquires no ownership interest in CTA’s intellectual property by virtue of this Agreement.

14. Confidentiality

Both parties shall maintain strict confidentiality of all proprietary, financial, strategic, and client information received in connection with this Agreement. Confidential information shall not be disclosed to any third party without prior written consent, except as required by law, court order, or regulatory requirement.

Partner shall not disclose the existence, terms, or economics of this Agreement to any third party without CTA’s prior written consent, except to Partner’s legal counsel or tax advisers bound by professional confidentiality obligations. This confidentiality obligation survives termination of this Agreement indefinitely.

15. Compliance Responsibility

Partner is solely responsible for determining whether this Agreement and the referral compensation structure comply with all regulatory, licensing, supervisory, and firm-level requirements applicable to Partner, including obtaining all required internal compliance approvals prior to participating. Partner is responsible for all required disclosures including Form ADV disclosures, conflict-of-interest disclosures, client consent requirements, outside business activity filings, and broker-dealer supervision requirements. CTA makes no representation regarding regulatory permissibility for Partner’s specific structure or affiliation. Participation constitutes Partner’s representation that all required approvals have been obtained. CTA shall have no liability for Partner’s failure to obtain or maintain required regulatory approvals.

16. Termination

Either party may terminate this Agreement upon thirty (30) days written notice. CTA may terminate immediately and without notice upon: (a) Partner’s material breach of any provision; (b) Partner’s violation of any non-circumvention or proprietary rights provision; or (c) any act by Partner that CTA reasonably determines would expose CTA to regulatory, legal, or reputational harm.

Upon termination: (a) all accrued but unpaid revenue share for fully collected Implementation Fees shall be paid at the next annual reconciliation; (b) Partner’s entitlement to future revenue share on Recurring Implementation Fees shall cease as of the termination date; (c) all clawback obligations remain in full force; and (d) Sections 9, 10, 11, 12, 13, 14, and 19 survive termination.

17. Limitation of Liability

To the maximum extent permitted by applicable law, CTA shall not be liable for any indirect, incidental, consequential, reliance, lost profit, punitive, or special damages arising out of or related to this Agreement. CTA’s total aggregate liability under this Agreement shall not exceed Five Thousand Dollars ($5,000). Partner expressly assumes all business risk associated with referrals, client relationships, and participation in this program.

18. Dispute Resolution

The parties are committed to resolving disputes efficiently, fairly, and at minimum cost before resorting to formal proceedings. The following sequential steps apply to all disputes arising under or related to this Agreement:

Step 1 — Written Notice. Either party initiates by sending written notice describing the dispute in reasonable detail, including the amount in question and relief sought.

Step 2 — Good-Faith Negotiation (15 Business Days). The parties shall negotiate in good faith by email or phone within fifteen (15) business days of the written notice. Either party may request a video or phone conference to discuss the dispute directly.

Step 3 — Accounting Review (Compensation Disputes Only). If the dispute relates to revenue share calculations, collected fees, or clawback amounts, CTA shall provide Partner, upon written request, with reasonable supporting documentation including relevant invoices, collection records, and fee reconciliation summaries for the clients in question. CTA shall complete this review within fifteen (15) business days of the request. CTA’s books and records shall control absent manifest arithmetic error.

Step 4 — Arbitration or Small Claims. If the dispute is not resolved through Steps 1–3, either party may proceed to arbitration or small claims as described below.

Claims under $10,000 may be brought in Minnesota small claims court (or Tennessee small claims court following CTA’s relocation) at the claimant’s election. All other disputes shall be resolved through binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA), seated in the then-governing state. The prevailing party shall be entitled to reasonable attorneys’ fees and costs. Partner waives the right to jury trial and waives the right to participate in any class action proceeding.

19. Governing Law & Company Continuity

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 and re-domicile to Tennessee, CTA may provide written notice that this Agreement will be governed by Tennessee law for matters arising after that date. Partner consents in advance to that transition. No re-execution of this Agreement is required in connection with a change of governing law resulting solely from CTA’s relocation under the same ownership.

In the event CTA changes its state of organization, converts its entity form, redomiciles, or undergoes any similar structural change while remaining under substantially the same ownership and management structure, this Agreement shall remain in full force and effect and shall automatically bind the successor or converted entity without requiring a new signed agreement. CTA will provide written notice of any such change to Partner within thirty (30) days of the effective date of the change.

20. Personal Guarantee

If executed on behalf of an entity, the undersigned individual personally guarantees full performance of this Agreement, including all payment obligations, clawback obligations, non-circumvention obligations, and compliance with all terms herein.

21. Miscellaneous

21.1 Entire Agreement. This Agreement, together with any written and signed addenda, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior oral or written understandings.

21.2 Modifications. No modification of this Agreement is effective unless in writing and signed by both parties. CTA may modify revenue share percentages, tier thresholds, and program structure prospectively upon thirty (30) days written notice. Modifications do not retroactively alter earned compensation for strategies already implemented.

21.3 Severability. If any provision is held invalid or unenforceable, it shall 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.

21.4 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.

21.5 Assignment. CTA may assign this Agreement in connection with a merger, acquisition, redomicile, entity conversion, or sale of substantially all assets upon thirty (30) days written notice. Partner may not assign this Agreement without CTA’s prior written consent.

21.6 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).

22. Electronic Consent & Certification

By electronically signing below, Partner:

• Agrees to be bound by this Strategic Partner Agreement in its entirety;

• Certifies the accuracy of all tax identification information provided;

• Authorizes CTA to initiate ACH transfers for revenue share payouts;

• Certifies under penalties of perjury that the taxpayer identification number provided is correct and that Partner is not subject to backup withholding and is a U.S. person;

• Acknowledges having read and understood the non-circumvention provisions, liquidated damages clause, clawback provisions, client data consent requirements, and client relationship terms;

• Consents to electronic records and disclosures pursuant to the U.S. E-SIGN Act.

This electronic signature is legally binding and enforceable.

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