Engagement Letter Template: Assistance with SBA Loan Application Process

[Date]


[Client Representative]
[Client Name]
[Client Address]

Dear [Client Representative]:

This letter is to confirm our understanding of the terms and objectives of our engagement and the nature and limitations of the services we will provide. Please read this letter carefully as it is important to both [Firm] and [Client] that you understand and accept the terms under which we have agreed to perform our services, as well as management’s responsibilities under this agreement.

Services
It is our understanding that [Client] intends to apply for a low-interest loan with the U.S. Small Business Administration ("SBA") as a result of the Coronavirus (COVID-19) pandemic. You have asked for our firm's assistance to help you gather and complete the financial and tax information and other documents that may be necessary as part of the loan application process.

[Client] agrees to provide us with all information material to your business that we deem necessary in connection with the performance of these services. By your signature below, you represent and warrant to [Firm] that all information provided to us will be accurate and complete to the best of your knowledge; and agree that our firm will be able to rely, without independent verification, on the accuracy and completeness of the information provided. As our services are limited in nature, our engagement cannot be relied on to disclose errors, fraud, or noncompliance with laws and regulations that may exist.

Any work product prepared by us is intended solely for your use in submitting your loan application to SBA under the terms of this agreement. As such, you agree not to distribute our work to any other parties, for any other purpose.

Further, [Client] understands and acknowledges that our firm will not be rendering any legal advice as part of this engagement. As such, you should engage separate legal counsel to assist as appropriate in addressing any legal issues that may arise.

Fees
[Specify firm’s fee structure.]1


Other Matters
Because of the importance of oral and written management representations to the effective performance of our services, [Client] releases and indemnifies our firm and its personnel from any and all claims, liabilities, costs and expenses attributable to any misrepresentation by management and its representatives.


We may from time to time and depending on the circumstances and nature of the services we are providing, share your confidential information with third-party service providers, some of whom may be cloud-based, but we remain committed to maintaining the confidentiality and security of your information. Accordingly, we maintain internal policies, procedures and safeguards to protect the confidentiality of your personal information. In addition, we will secure confidentiality terms with all service providers to maintain the confidentiality of your information and will take reasonable precautions to determine that they have appropriate procedures in place to prevent the unauthorized release of your confidential information to others. In the event that we are unable to secure appropriate confidentiality terms with a third-party service provider, you will be asked to provide your consent prior to the sharing of your confidential information with the third-party service provider. Although we will use our best efforts to make the sharing of your information with such third parties secure from unauthorized access, no completely secure system for electronic data transfer exists. As such, by your signature below, you understand that the firm makes no warranty, expressed or implied, on the security of electronic data transfers.

[If applicable: In accordance with the confidentiality rules under §7216 of the Internal Revenue Code, we will require your specific written consent to disclose any tax return information to the SBA, who is considered a third party under these rules. As such, we ask that you sign and return both the copy of this engagement letter and the attached consent.] 2

In connection with this engagement, we may communicate with you or others via email transmission. We take reasonable measures to secure your confidential information in our email transmissions. However, as emails can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed and only to such parties, we cannot guarantee or warrant that emails from us will be properly delivered and read only by the addressee. Therefore, we specifically disclaim and waive any liability or responsibility whatsoever for interception or unintentional disclosure or communication of email transmissions, or for the unauthorized use or failed delivery of emails transmitted by us in connection with the performance of this engagement. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from the use of email transmissions, including any consequential, incidental, direct, indirect, or special damages, such as loss of sales or anticipated profits, or disclosure or communication of confidential or proprietary information.

It is our policy to keep records related to this engagement for [number] years. However, [Firm] does not keep any original client records, so we will return those to you at the completion of the services rendered under this engagement. It is your responsibility to retain and protect your records (which includes any work product we provide to you as well as any records that we return) for possible future use, including potential examination by any government or regulatory agencies. [Firm] does not accept responsibility for hosting client information; therefore, you have the sole responsibility for ensuring you retain and maintain in your possession all your financial and non-financial information, data and records.

By your signature below, you acknowledge and agree that upon the expiration of the [number]-year period, [Firm] shall be free to destroy our records related to this engagement.

If any dispute arises among the parties hereto, the parties agree to first try in good faith to settle the dispute by mediation administered by the [Name of Association] under its applicable rules for resolving professional accounting and related services disputes before resorting to litigation. The costs of any mediation proceeding shall be shared equally by all parties.

Client and accountant both agree that any dispute over fees charged by the accountant to the client will be submitted for resolution by arbitration in accordance with the applicable rules for resolving professional accounting and related services disputes of the [Name of Association], except that under all circumstances the arbitrator must follow the laws of [Name of State]. Such arbitration shall be binding and final. IN AGREEING TO ARBITRATION, WE BOTH ACKNOWLEDGE THAT IN THE EVENT OF A DISPUTE OVER FEES CHARGED BY THE ACCOUNTANT, EACH OF US IS GIVING UP THE RIGHT TO HAVE THE DISPUTE DECIDED IN A COURT OF LAW BEFORE A JUDGE OR JURY AND INSTEAD WE ARE ACCEPTING THE USE OF ARBITRATION FOR RESOLUTION. The prevailing party shall be entitled to an award of reasonable attorneys’ fees and costs incurred in connection with the arbitration of the dispute in an amount to be determined by the arbitrator. 3

We appreciate the opportunity to be of service to your company and believe this letter accurately summarizes the significant terms of our engagement. If you have any questions, please let us know.

If the foregoing is acceptable to you, please sign the original copy of this letter and the attached client consent where indicated and return both to us in the enclosed envelope.

Very truly yours,


________________________
[Accountant Name]
[Firm Name]


Accepted:


________________________
[Client Representative]
[Client Name]

________________________
Date



Client Consent 4

Federal law requires this consent form be provided to you. Unless authorized by law, [Firm] cannot disclose your tax return information to third parties for purposes other than the preparation and filing of your tax return without your consent. If you consent to the disclosure of your tax return information, federal law may not protect your tax return information from further use or distribution.

You are not required to complete this form. If we obtain your signature on this form by conditioning our services on your consent, your consent will not be valid. If you agree to the disclosure of your tax return information, your consent is valid for the amount of time that you specify. If you do not specify the duration of your consent, your consent is valid for one year from the date of your signature.

By your authorization below, you confirm that you have requested our firm to disclose your tax return information to the U.S. Small Business Administration so that they may provide assistance to you with your efforts to obtain a small business loan. The information disclosed may include all information contained within, or derived from, your [Company]’s current or prior tax return(s), as well as information that may be contained within, or derived from, your individual current or prior tax return(s), unless you request in writing a more limited disclosure.


ACKNOWLEDGMENT
I, [Client Name], authorize [Firm] to disclose to the U.S. Small Business Administration my company and/or my individual tax returns and related information to assist me with my small business loan application process.


___________________________________
Client (and spouse, if applicable) Signature


___________________________________
Date Signed


___________________________________
Duration of Consent


If you believe your tax return information has been disclosed or used improperly in a manner unauthorized by law or without your permission, you may contact the Treasury Inspector General for Tax Administration (TIGTA) by telephone at 1-800-366-4484 or by email at complaints@tigta.treas.gov.




1 If the firm is rendering these services pro-bono CAMICO recommends adding the following language: In recognition of the relative risks and benefits of this agreement to both the client and the accounting firm, the client and the accounting firm have discussed and have agreed on the fair allocation of risk between them given that the firm will be providing services under this agreement at no charge. As such, the client agrees, to the fullest extent permitted by law, to hold the accounting firm harmless and limit the firm’s liability from any and all claims, losses, costs, and damages of any nature whatsoever, so that the total aggregate liability of the accounting firm to the client shall be one dollar ($1.00). The client and the accounting firm intend and agree that this limitation shall apply to any and all liability or cause of action against the accounting firm, however alleged or arising, unless otherwise prohibited by law.

2 Include this clause and the referenced consent only if the firm anticipates having to provide any documents directly to the SBA.

3 This clause should be deleted if the firm is rendering these services pro-bono.

4 Written client consent will be required if the firm anticipates having to provide any tax return documents and/or related information directly to the SBA.



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