Affiliate Agreement

Introduction. Engineered Tax Services, LLC ("ETS") and "Affiliate" wish to enter into an agreement whereby Affiliate will refer third parties to ETS who are interested in ETS's services related to Cost Segregation, R&D Tax Credits, and/or 179D Energy Tax Deductions and 45L Energy Tax Credits, or any of ETS's other service offerings (the "ETS Services"). Subject to the terms of this non-exclusive Affiliate Agreement (the "Agreement"), Affiliate shall be entitled to an affiliate fee as set forth in Paragraph 6 below.
Term; Termination. This Agreement shall commence on the effective date of this Agreement, which shall be the later of the dates that either ETS or Affiliate executes this Agreement (the "Effective Date"), as indicated on the signature page below. This Agreement shall continue for a period of one year and will automatically renew. Either party may terminate this Agreement by written notice to the other party within 30 days before the end of the term or any renewal period.
Nature of Relationship. The parties to this Agreement have separate, distinct and non-affiliated businesses; are independent contractors; and agree that this Agreement does not constitute a relationship of employer and employee, franchisor and franchisee, joint-ventures, or partners. The parties shall have no authority to bind each other contractually.
Confidentiality. Each party acknowledges that it may receive and may have received information from the other party that is confidential in nature and agrees not to disclose any Confidential Information (as defined below) to third parties other than what each party has authorized to be disclosed for the performance of affiliate obligations, and only with prior approval from the other party. All of ETS' files, records, studies, reports, documents, letters, notes, and similar items coming into Affiliate's possession shall remain the exclusive property of ETS and shall be disposed of following the termination of this Agreement, or upon written request from ETS. This provision shall survive the termination of this Agreement.
Non-Disclosure; Non-Circumvention. The parties agree to not disclose, reveal, or make use of any information received from the other party during discussion or observation regarding methods, concepts, ideas, specifications, product, services, studies, reports or proposed new products or services (the "Confidential Information"). The term Contacts shall refer to the individuals, businesses, or trusts that are revealed to the other party including their names, telephone numbers, email addresses, and other contact information of potential or actual clients of either party. The parties agree that the identities of the Contacts shall be recognized by the receiving party as the exclusive and valuable contacts of the introducing party and shall remain so during the duration of this Agreement and that the Contacts shall constitute part of the Confidential Information of the introducing party. Each party shall not: (a) reverse engineer the Confidential Information, (b) create derivatives or copies of the Confidential Information for commercial purposes, or (c) modify the Confidentiality Information. Neither party shall perform any act that may circumvent, or attempt to circumvent, avoid, by-pass or obviate this Agreement by contacting any of the other party's Contacts directly in an effort to avoid any payment obligations that would otherwise become due pursuant to the terms of this Agreement.
Compensation. ETS agrees to pay Affiliate as an affiliate fee, an amount equal to the percentage of the fees collected by ETS from a third party referred to ETS by Affiliate (the "Main Affiliate Fee") or through an affiliate referred to ETS by Affiliate (the "Parent Affiliate Fee" and together with the Main Affiliate Fee, the "Affiliate Fee")). The Affiliate Fee will be calculated as set forth in ETS' Terms and Conditions. For an Affiliate Fee to be triggered, the third party must enter a written engagement letter with ETS for ETS Services and pay ETS in full. No Affiliate Fee shall be due for any referral that, as of the date ETS receives the referral, is already a client of ETS, has previously engaged ETS for services, or is already associated with an active opportunity, lead, engagement, or project contained within ETS's records. Furthermore, Affiliate Fees shall not become due for payment to Affiliate until all fees owed to ETS from the referred third party on a particular project have been paid in full to ETS. Affiliate Fees are paid on the last day of the first full month following the final payment from the referred client. It is understood that Affiliate may refer a client that will provide multiple deals, as in an accounting firm. In such cases, the Affiliate will receive the same Affiliate Fee as discussed above on all deals that are executed with the referred client. Affiliate Fees can be reduced on specific deals by mutual written agreement between ETS and Affiliate depending on the property and client. In the event this Agreement is terminated by either party for any reason, Affiliate Fees shall not be paid after the date of termination for said project. See the ETS Affiliate Sales Compensation document for the most up to date information on Affiliate Fees.
Manner of Referral. When referring third parties to ETS, Affiliate will furnish the client contact information to ETS via email introduction or through personalized Affiliate Project Input Form. ETS will subsequently contact the client directly.
Proprietary Materials. All marketing materials created by ETS and Affiliate for their own company's products and services will remain the exclusive property of each party/entity. Neither party has the right to use marketing materials of the other unless agreed in writing by both parties.
Training. If permitted by ETS, personnel of Affiliate may be invited to attend dedicated training sessions to better understand the ETS Services.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ETS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT. ETS'S AGGREGATE LIABILITY AND THE AFFILIATE'S SOLE AND EXCLUSIVE REMEDY FOR DAMAGES, FOR ANY CLAIM OF ANY KIND WHATSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF LEGAL THEORY, SHALL NOT EXCEED THE AGGREGATE AMOUNT EARNED BY ETS PURSUANT TO THIS AGREEMENT, IF ANY, DURING THE LATEST TWELVE-MONTH PERIOD DURING THE TERM.
Dispute Resolution. In the event a dispute shall arise between the parties to this Agreement and before instituting litigation of any kind, the parties agree to participate, in-person or via teleconferencing, in at least two (2) hours of mediation with a recognized third-party mediator, agreed to by both parties. The parties agree to share equally in the costs of the mediation. The mediator's office in Palm Beach County, Florida shall administer the mediation. Should the mediation fail to resolve the matter, the parties agree to venue in Palm Beach County, Florida and waive any right to a trial by jury.
Choice of Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida.
Attorneys' Fees and Costs. In the event it becomes necessary for either party to institute any action at law or in equity against the other to secure or to protect rights under this Agreement, the prevailing party shall be entitled to recover in any judgment entered therein such reasonable attorney's fees as may be allowed by the court, together with such court costs and damages as provided by law.
Notice. If not otherwise contradicted in this Agreement, all notices or other communications required or permitted to be provided hereunder shall be in writing and shall be delivered by email, overnight courier, or mailed to the other party at the address listed below in this paragraph.

Engineered Tax Services, LLC
303 Evernia Street, Suite 300
West Palm Beach, FL 33401

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Affiliate Agreement