Dear [Name of Applicant of PPP Loan (practice name)]:

Rosen & Associates, LLP is pleased to provide [Name of Applicant of PPP Loan (practice name)] with the professional services described below. This letter confirms your understanding of the terms and objectives of our engagement and the nature and limitations of the services we will provide. The engagement between you and our firm will be governed by the terms of this Agreement.

Engagement Objectives, Scope and Approach

You have received a loan from a lender approved by the U.S. Small Business Administration (“SBA”) under the Paycheck Protection Program (“PPP”) established by the Coronavirus Aid, Relief, and Economic Security Act and expanded by the Consolidated Appropriations Act, 2021. You have requested that Rosen & Associates, LLP assist you with the assembly of your Paycheck Protection Program Loan Forgiveness Application issued by SBA (hereinafter, the “Application”).We will also assist you in the collection and organization of supporting documentation required to be submitted with your Application and documentation required to be maintained by you.

We will not be solely responsible for the submission of your Application to your lender. The scope of the services also does not include responding to or assisting with inquiries or audits of your PPP loan from either your lender or the SBA, time spent for inquires or audits will be billed separately.

The rules, regulations and guidance related to this engagement and the preparation and submission of your Application are governed by federal regulations. Such federal regulations are subject to change, and therefore, may affect advice provided by us as part of this engagement. These effects may be material. You are responsible for understanding all forgiveness requirements and restrictions applicable to your PPP loan calculations and filings.

Our services are dependent upon the accuracy, completeness and timeliness of the representations and information that we receive from you. We will use financial information provided by you to assist in your application and/or calculation. We will not verify or audit this information. Inaccurate, incomplete or untimely representations may result in an inaccurate submission of your Application/Amending filing by you and/or a decision by the SBA that is adverse to your interests.

This engagement is limited to the professional services outlined above. You may request that we perform additional services not contemplated by this engagement letter. If so, we will communicate the scope and estimated cost of these additional services in an amendment to this letter or a separate engagement letter to reflect the scope of such obligations and the obligations of both parties.

CPA Firm Responsibilities

We will perform our services in accordance with the Statement on Standards for Consulting Services issued by the American Institute of Certified Public Accountants (“AICPA”). Such services do not constitute an audit, review, or any other attestation service as those services are defined in AICPA literature applicable to such engagements. Accordingly, these services will not result in the issuance of a written communication to third parties by Rosen & Associates, LLP regarding financial data or internal controls, expressing an opinion or conclusion or obtaining or providing any form of assurance.

The Firm, in its sole professional judgment, reserves the right to refuse to take any action that could be construed as making management decisions or performing management functions, which include, but are not limited to, signing any Application on behalf of [Name of Applicant of PPP Loan (practice name)].

Our engagement does not include any procedures designed to detect errors, fraud, or theft. Therefore, our engagement cannot be relied upon to disclose such matters. In addition, we are not responsible for identifying or communicating deficiencies in your internal controls, unless otherwise specified in the scope of this Agreement. You are responsible for developing and implementing internal controls applicable to your operations.

We are not an SBA lender. The SBA lender to which your Application is submitted controls the loan forgiveness process, and we have no involvement with, or influence upon, this process. We cannot guarantee whether any amount of your PPP loan will be approved for forgiveness.

We will not respond to any request from banks, mortgage brokers or others for verification of any information reported on tax returns or in your Application.

Engagement Deliverables (where applicable based on your Option choice above)

We anticipate that deliverables will include the following:

• Collection and organization of your documentation that is required to be submitted with your Application.
• Assisting with online submission of PPP forgiveness application.

In addition, we will assist you with the collection and organization of other documentation that the SBA requires you to maintain to support your Application.

Requirements regarding the documentation that you are required to submit and maintain are outlined in the SBA’s PPP loan forgiveness application instructions for borrowers.

The deliverables presented as part of this engagement are limited to the use outlined in this Agreement and should not be used for any other purpose.

After we provide you with the deliverables, we shall have no obligation to update or revise the information reflected in our deliverables, if new information, future events or changes in applicable laws and regulations affect the observations or conclusions reflected in those deliverables.

You understand and agree that our services may include advice and recommendations based upon our knowledge, training and experience, but at all times, the decisions related to implementation of the advice or recommendations are solely your responsibility. We encourage you to consider our recommendations and advice and implement what you believe is best for you.

If, for any reason, we are unable to complete the engagement, we will not issue deliverable(s).

Client Responsibilities

We will require the support of your personnel to achieve timely completion of the engagement. Support includes, but is not limited to, the collection of all relevant documents (paper or electronic) and the scheduling of interviews and coordination of meetings. Failure to receive such support in a timely manner may negatively affect our ability to fulfill the scope requirements described above within the agreed-upon timeframe.

It is your responsibility to ensure that the information provided to us about your business is accurate, complete and not contradicted by information contained in other documents, such as, but not limited to, your tax returns as filed and any other corporate filing documents or other documentation that lenders or the SBA may request when reviewing your Application

You will designate a member of your management, who possesses suitable skill, knowledge, or experience, (the “Project Sponsor”) to oversee the services and conduct of this engagement, including coordination of your resources needed and review of draft deliverables. You authorize us to accept instructions from the Project Sponsor for this engagement. The Project Sponsor is responsible for reviewing the accuracy of the Application and information we gather prior to your submission of your Application.

Your management agrees to:

• make all management decisions and perform all management functions, including, but not limited to, reviewing, signing and authorizing the submission of the Application, and required documentation to your SBA lender;
• accept responsibility for the accuracy and completeness of all certifications included in the Application, and other information that may be required by your SBA lender or the SBA;
• maintain documentation to support your draft Application as required by the SBA and/or your SBA lender;
• evaluate the adequacy and results of the services performed;
• accept responsibility for the results of the services, including decisions regarding the implementation of any recommendations provided by us; and
• establish and maintain internal controls and to monitor ongoing activities.

You agree that your management and employees are responsible for the accuracy and reliability of information provided to us, including but not limited to, the proper recording of transactions, the safekeeping of assets, and the accuracy of the financial statements.

You agree that you will not, and are not entitled to rely upon, any advice unless it is provided in writing.

You agree to hold us harmless from any and all claims arising from or related to the acceptance and approval of the Application or and the ultimate forgiveness of the relevant portion of the SBA loan you received due to Rosen & Associates, LLP’s good faith completion of services described in this Agreement.

Indemnification

You agree to indemnify, defend, and hold harmless Rosen & Associates, LLP and any of its partners, principals, shareholders, officers, directors, members, employees, agents or assigns with respect to any and all claims made by third parties arising from this engagement, regardless of the nature of the claim, and including the negligence of any party, excepting claims arising from the gross negligence or intentional acts of the Rosen & Associates, LLP.

Timing of the Engagement

We expect to begin our services upon receipt of this executed Agreement and the information requested. Our services will conclude upon the earliest occurrence of one (1) of the following events:

• issuance of the deliverable(s) outlined in this engagement letter to you;
• written notification by either party that the engagement is terminated; or
• one (1) year from the execution date of this Agreement.

Professional Fee

Our professional fees are estimated to be $1,000 to $2,500, for (depending on the number of employees and complexity) of which, regardless of the option chosen, a $500 retainer is due upon execution of this Agreement by credit card.

This fee is based upon the complexity of the work to be performed, and our professional time, as well as out-of-pocket expenses. In addition, this fee depends upon the timely delivery, availability, quality, and completeness of the information you provide to us. You agree that you will deliver all records requested and respond to all inquiries made by our staff to complete this engagement on a timely basis.

Our fees are not contingent on any outcome achieved as a result of our services and we do not warrant or predict results or final developments in this matter.

Severability

If any portion of this Agreement is deemed invalid or unenforceable, said finding shall not operate to invalidate the remainder of the terms set forth in this Agreement.

* * * * * *

We appreciate the opportunity to be of service to [Name of Applicant of PPP Loan (practice name)]. We will not initiate services until we receive the executed Agreement, along with the requested information and payment of the retainer.

Very truly yours,
Rosen & Associates, LLP

Mark B. Rosen, CPA, CFP®
Managing Partner