BUSINESS INCOME TAX PREPARATION AGREEMENT
This Business Income Tax Preparation Agreement (the “Agreement”) is made and entered into as of the date undersigned (the “Effective Date”), by and between Brookhaven Tax & Accounting Professionals, LLC/Reliable Tax Partners, LLC, a Georgia limited liability company (“Brookhaven”), and the undersigned individual(s) (the “Client). Each of Brookhaven and Client may hereinafter be individually designated as a "Party” and may collectively be designated as the "Parties."

RECITALS
WHEREAS, Client desires to engage Brookhaven for the filing of one or more business income tax returns (the “Returns”); and
WHEREAS, Brookhaven agrees to provide services under this Agreement (the “Services”) for compensation by Client.


AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows.

1. Scope of Engagement. Client is engaging Brookhaven to file federal and state(s) (as applicable) business income tax return(s) (the “Scope”).
2. Term of Agreement.

a. This Agreement shall be effective for one (1) year or until terminated by either Party (the “Term”). The Term shall automatically renew every year for a subsequent period of one (1) year unless terminated as set forth, below.

b. This Agreement may be terminated:

i. With or Without Cause. By either Party, with written notice; and

ii. Automatically. On the date in which Brookhaven files its last tax return for Client, when the Client does not intend for Brookhaven to provide Services any longer.

c. In the event of Termination, the Client agrees to pay Brookhaven within thirty (30) days for the work which it has completed up to the date of Termination.

3. Excluded Tax Filing(s). Brookhaven is not filing the following returns:

a. Any tax return which Client has specifically excluded from Brookhaven’s Scope; and

b. Any tax return which Brookhaven determines, in its sole determination, that Client has not provided adequate information for. Brookhaven’s determination to file a return shall not be misconstrued as a guarantee by Brookhaven of the accuracy, completeness, and factual nature of the information provided by Client relating to the preparation of the return(s), and nothing contained in this Section 3(b) shall limit the effect of Section 12 of this Agreement.

4. Client Review. By signing the Returns, physically or electronically, the Client agrees to have reviewed the Returns and received all clarification necessary from Brookhaven, in Client’s opinion, prior to signing the Returns.

5. Permission to File Returns. By signing the Returns, physically or electronically, the Client gives Brookhaven permission to file Returns. Returns will be filed physically or electronically, at the sole determination of Brookhaven.

6. Failure to File: Unsigned Returns. Client understands that Returns cannot be filed without signature and any late filing associated with Client’s delay in signing Returns is no fault of Brookhaven and any penalty or interest payment due as result of unfiled Returns is the sole liability of the Client.

7. Missing Returns. Client is responsible for ensuring that Brookhaven is aware of all Returns within its Scope by notifying Brookhaven by email to [email protected] no less than thirty (30) days prior to the tax filing deadline of Client’s Return(s), excluding extension or hardships, with a list of all Returns that Client intends Brookhaven to file as part of its Scope. Client may forego this requirement, but in doing so agrees to hold Brookhaven harmless for all penalties and interest associated with Returns which were not filed by Brookhaven.

8. Accounting Services. Accounting services are being provided only to the extent necessary to file Client’s Returns. Brookhaven is not auditing, attesting, or reviewing any financial statements which are provided by Client.

9. Data Retention. Brookhaven is not obligated but may retain Client information.

10. Future Audit Engagement. Brookhaven may assist Client with a future audit but is not obligated to do so through this Agreement. If Client is audited, the Parties may agree to a separate agreement outlining the scope of audit services to be rendered by Brookhaven. Client is not obligated to engage Brookhaven for future audit services and Brookhaven is not obligated to provide audit services to Client.

11. Client Deadlines. Client understands that Brookhaven requires information from Client in a timely manner to file the Returns. Client agrees to provide Brookhaven by the last day of February in the year the Returns are being filed, with all information necessary to file complete Returns. If the Client fails to provide all necessary information to file complete Returns, in the sole determination of Brookhaven, Brookhaven cannot guarantee the timely filing of Client Returns.

12. Client Assertion of Completeness, Accuracy, and Factualness. Client understands that Brookhaven has not audited any of the information provided by Client and, therefore, is not verifying or guaranteeing the completeness, accuracy, or factualness of any data which has been provided by Client to Brookhaven. Client understands that any liability, penalty, and interest associated with the completeness, accuracy, or factualness of Client’s Returns are a liability of the Client, not Brookhaven. Brookhaven is not taking steps to discover fraudulent activity, although Brookhaven may disclose indications of fraud that are observed during the engagement.

13. Limitation of Liability. Client agrees that any liability of Brookhaven associated with this Agreement shall, including but not limited to, any data breach that occurs through no fault of Brookhaven, be limited to the fees paid by Client to Brookhaven, specific to the year the liability originated.

14. Affiliates of Brookhaven. Brookhaven is affiliated with Micillo Legal, PLLC (d/b/a Brookhaven Legal, LLC), through similarities in management; Brookhaven Family Office, LLC, through similarities in management and ownership; and Armis Strategies, LLC, through similarities in management and ownership (all together the “Brookhaven Enterprise,” and separately a “Brookhaven Affiliate”). There may be perceived or actual conflicts of interest due to the affiliations amongst affiliates of the Brookhaven Enterprise. Brookhaven is disclosing these affiliations to Client for Client to consider prior to engaging Brookhaven for any service. WITH THE SIGNING OF THIS AGREEMENT, THE PARTIES AGREE TO WAIVE ANY PERCEIVED OR ACTUAL CONFLICT OF INTEREST STATED IN THIS SECTION 14. CLIENT SHOULD NOT SIGN THIS AGREEMENT IF CLIENT DOES NOT WISH TO WAIVE THE CONFLICT OF INTEREST STATED IN THIS SECTION 13.

15. Prohibited Services. Brookhaven is not qualified to and does not provide legal, investment, or insurance advice. Brookhaven may recommend a Brookhaven Affiliate to provide services which it cannot directly provide.

16. Disclosure Consent. Brookhaven will not share Client information with third parities without the written consent of Client. Client consents to Brookhaven sharing tax return information (“Tax Return Information”) with Brookhaven Affiliates at any point during the Term of this Agreement. Tax Return Information is any information, including, but not limited to, a taxpayer’s name, address, or identifying number, that is furnished in any form or manner for, or in connection with, the preparation of a tax return.

17. Previous Agreements. This Agreement shall supersede all agreements with Client which relate to the same Services. This Agreement shall apply to all Services of this Agreement which were performed prior and after to the Effective Date.

18. Uncertain Position: Cryptocurrency. Brookhaven does not endorse or receive compensation directly or indirectly through Koinly Pte. Ltd (Koinly.io) (“Koinly”). Brookhaven cannot guarantee the accuracy, completeness, or factualness of Koinly, or any other cryptocurrency accounting software. Client is responsible for the accuracy of all cryptocurrency reporting provided to Brookhaven. Client acknowledges that many tax positions relating to cryptocurrency are uncertain, especially regarding proof-of-stake cryptocurrency, cryptocurrency sacrifices, cryptocurrency liquidity providing, cryptocurrency loans, etc. Brookhaven cannot guarantee an accurate interpretation of any cryptocurrency position. BY SIGNING THIS AGREEMENT CLIENT ACKNOWLEDGES THE UNCERTAINTY OF CRYPTOCURRENCY TAXATION, THAT BROOKHAVEN CANNOT GUARANTEE THAT CLIENT’S CRYPTOCURRENCY TRANSACTIONS ARE REPORTED IN ACCORDANCE WITH HOW THE INTERNAL REVENUE SERVICE (IRS) OR ANY OTHER GOVERNING BODY MAY PREFER, AND CLIENT MAINTAINS THE SOLE RESPONSIBILITY AND LIABILITY FOR THE METHODOLOGY BY WHICH CLIENT’S CRYPTOCURRENCY TRANSACTIONS ARE REPORTED. BROOKHAVEN IS NOT LIABLE FOR ANY PENALTY OR INTEREST ASSOCIATED WITH THE FILING OF ANY CRYPTOCURRENCY ACTIVITY. IF CLIENT DOES NOT AGREE WITH THIS, CLIENT SHOULD NOT SIGN THIS AGREEMENT AND SHOULD SEEK ANOTHER SERVICE PROVIDER TO COMPLETE ITS TAX FILLING NEEDS.

19. Independent Contractor Status. The Parties recognize that Brookhaven and/or any employee, affiliate or other duly appointed representative of Brookhaven (hereinafter, the “Brookhaven Parties”) is an independent contractor and not an employee, agent, co-venturer, or representative of the Client. Any of the Brookhaven Parties shall at all times disclose that he/she is an independent contractor of the Company and shall not represent to any third party that he/she is an employee, agent, co-venturer, or representative of the Client other than as expressly authorized by the Client in writing. Client shall not be eligible to participate in any of Brookhaven’s employee benefit plans and Brookhaven shall not provide workers’ compensation, disability insurance, Social Security or unemployment compensation coverage nor any other statutory benefit to the Client. Brookhaven shall comply at its sole expense with all applicable provisions of workers’ compensation laws, unemployment compensation laws, federal Social Security law, the Fair Labor Standards Act, OSHA regulations, federal, state and local income tax laws, and all other applicable federal, state and local laws, regulations and codes relating to terms and conditions of employment required to be fulfilled by employers or independent contractors.

20. Binding Arbitration. In the event of any dispute or disagreement as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, the matter, upon written request of either party, shall be referred to representatives of the parties for decision. The representatives shall promptly meet in a good faith effort to resolve the dispute. If the representatives do not agree upon a decision within thirty (30) calendar days after reference of the matter to them, any controversy, dispute or claim arising out of or relating in any way to this Agreement or the rights and obligations arising hereunder shall be settled exclusively by arbitration in Hartwell, Georgia. Such arbitration shall be administered by JAMS in accordance with its then prevailing expedited rules, by one independent and impartial arbitrator selected in accordance with such rules. The arbitration shall be governed by Georgia law and by the United States Arbitration Act, 9 U.S.C. § 1 et seq. The fees and expenses of JAMS and the arbitrator shall be shared equally by the parties and advanced by them from time to time as required; provided that at the conclusion of the arbitration, the arbitrator shall award costs and expenses (including the costs of the arbitration previously advanced and the fees and expenses of attorneys, accountants and other experts) to the prevailing party. No pre-arbitration discovery shall be permitted, except that the arbitrator shall have the power in his sole discretion, on application by any party, to order pre-arbitration examination solely of those witnesses and documents that any other party intends to introduce in its case-in-chief at the arbitration hearing. The parties shall instruct the arbitrator to render his award within thirty (30) days following the conclusion of the arbitration hearing. The arbitrator shall not be empowered to award to any party any damages of the type not permitted to be recovered under this Agreement in connection with any dispute between or among the parties arising out of or relating in any way to this Agreement or the transactions arising hereunder, and each party hereby irrevocably waives any right to recover such damages. Notwithstanding anything to the contrary provided in this Section 20 and without prejudice to the above procedures, any party may apply to any court of competent jurisdiction for temporary injunctive or other provisional judicial relief if such action is necessary to avoid irreparable damage or to preserve the status quo until such time as the arbitrator is selected and available to hear such party’s request for temporary relief. The award rendered by the arbitrator shall be final and not subject to judicial review, and judgment thereon may be entered in any court of competent jurisdiction. The decision of the arbitrator shall be in writing and shall set forth findings of fact and conclusions of law.

21. Communications. All notices, consents and other communications given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand or by a recognized overnight courier to; (b) five days after being deposited in any United States post office enclosed in a postage prepaid registered or certified mail envelope addressed to; or (c) when successfully transmitted by electronic mail (with a confirming copy of such communication to be sent as provided in (a) or (b) above) to, the party for whom intended, at the address or email address for such party set forth below, or to such other address or facsimile number as may be furnished by such party by notice in the manner provided herein; provided, however, that any notice of change of address or facsimile number shall be effective only on receipt.

If to Brookhaven:

Brookhaven Tax & Accounting Professionals, LLC

122 W. Franklin St.

Hartwell, GA 30643

[email protected]

With a required copy to:

Brookhaven Legal, LLC

414 Union St. #1900

Nashville, TN 37219

[email protected]

If to Client, at the address provided with the most recent tax return filing, and/or email address provided to Brookhaven.

22. Entire Agreement; Amendment. This Agreement sets forth the entire understanding of the parties hereto with respect to its subject matter and merges and supersedes any prior or contemporaneous understanding with respect to its subject matter. This Agreement may not be modified except by another agreement in writing executed by Brookhaven and the Client. Failure of a party to enforce one or more of the provisions of this Agreement or to require at any time performance of any of the obligations hereof shall not be construed to be a waiver of such provisions by such party nor to in any way affect the validity of this Agreement or such party’s right thereafter to enforce any provision of this Agreement, nor to preclude such party from taking any other action at any time, which it would legally be entitled to take.

23. Severability. In the event that any provision of this Agreement is held to be invalid or unenforceable by any court or tribunal of competent jurisdiction, the remainder of this Agreement shall not be affected by such judgment, and such provision shall be carried out as nearly as possible according to its original terms and intent to eliminate such invalidity or unenforceability.

24. Successors and Assigns. Neither Party shall have the right to assign this personal Agreement, or any rights or obligations hereunder, without the consent of the other Party; provided, however, that upon the sale of all or substantially all of the assets and business of Brookhaven to another party, or upon the merger or consolidation of Brookhaven with another corporation, and subject to the other provisions hereof, this Agreement shall inure to the benefit of, and be binding upon, both Brookhaven and the party purchasing such assets, business and goodwill, or surviving such merger or consolidation, as the case may be, in the same manner and to the same extent as though such other party were Brookhaven. This Agreement shall inure to the benefit of, and bind, the Parties and their legal representatives, heirs, successors and assigns.

25. Construction; Counterparts. The headings contained in this Agreement are for convenience only and shall in no way restrict or otherwise affect the construction of the provisions hereof. References in this Agreement to Sections are to the sections of this Agreement. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. The use of masculine or feminine pronouns, including without limitation “he,” “she,” “him,” “her,” “his,” and “her,” may imply any gender.

26. Governing Law. This Agreement shall in all respects be governed by the laws of the State of Georgia and fully to be performed in such state, without giving effect to conflict of laws principles.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.01/21/2025

Brookhaven Tax & Accounting Professional, a Georgia limited liability company

Lisa Davis

Lisa Davis, Director