This letter confirms the understanding between the parties (“Agreement”) that the undersigned (“Client”) has engaged American Truck Business Services, LLC (“ATBS”) to provide Business Services for the benefit of Client on the terms and conditions contained in this letter.  Business Services may include:  profit/business planning, bookkeeping, monthly income statements, quarterly tax estimates, federal, state and local income tax return preparation and business consulting. 

Fees and Charges.  ATBS’ standard fees for Business Services (current monthly fee charges applicable to Client and referred to herein as “Standard Fees”) are based on performance in accordance with ATBS’ normal operating procedures.  ATBS reserves the right to revise its Standard Fees at any time upon 30 days written or electronic notice to Client.  If any additional work is required on Client’s behalf, ATBS will notify and collect directly from Client (in a manner pre-established by the parties, or as otherwise mutually agreed-upon) additional fees at ATBS’ then current rates.  

Payment of Fees and Charges; Term and Termination.  Standard Fees will be owed and paid to ATBS by the Client beginning with the month of engagement.  If Client’s fees have been paid through a third party for a specified term, after the expiration of this initial term, the Client will be responsible for paying ATBS such fees directly.  If Client pays ATBS through an arrangement with the company the Client is contracted with (“Company”) or through an arrangement with some other third party, ATBS has no responsibility for the funds collected or the provision of Business Services until the funds are remitted to ATBS.  Client will ensure full payment of fees prior to Client receiving final tax returns.  Client authorizes all amounts owing to ATBS to be deducted from compensation due and owing by Company to Client.  Client agrees to pay any amounts due and owing to ATBS that have not been remitted to ATBS on client's behalf by any third party, or deducted from compensation and remitted to ATBS on client's behalf by Company.  Client shall pay interest on any invoice balance unpaid after forty-five (45) days from invoice date at a rate of 1.5% per month, or if such interest rate is higher than permitted by law, Client shall pay interest at the highest rate permitted by law, plus ATBS’ reasonable attorneys fees and costs of collection.  ATBS will provide Business Services on a month to month basis.  This Agreement may be terminated by the Client upon ATBS’ receipt of 30 days written notice.  ATBS may terminate this Agreement at any time for any reason, including Client’s non-payment of fees.  If this Agreement is terminated by either party, ATBS shall be entitled to retain any and all funds previously paid by Client to ATBS for client acquisition costs, setup or any one or more Business Services. 

Information Provided to ATBS.  Client represents that all information provided to ATBS for the performance of Business Services is and will be accurate and complete to the best of Client’s knowledge.  Client agrees to provide ATBS such additional information necessary for the performance of Business Services as ATBS shall require or request, including records indicating the amount, time, place and business purpose necessary to substantiate the deductibility of business expenses as required by applicable law.  Client agrees to allow ATBS to gather settlement, tax and any other relevant information from the Company.  In addition, Client agrees to allow ATBS to share all information, including monthly income statements and any other financial or other relevant data regarding the Client, with the Company and or third party.

Record Retention.  Client agrees to maintain originals of all paperwork submitted to ATBS, or copies thereof, necessary for its own records, acknowledging ATBS does not require original copies of any information to be provided to ATBS hereunder.  ATBS will for its own purposes maintain all client information and paperwork related to this engagement that it determines in the exercise of its reasonable discretion is necessary for performance of Business Services.  All information and paperwork submitted by the client will be converted by ATBS to electronic images and saved in a secure system folder, with physical copies provided to ATBS by Client to be destroyed.  At any time during this engagement and up to one year after the engagement ends, Client may request copies of any electronic images at ATBS’ then standard rates.  After the date of the last bill to Client for Business Services, ATBS will maintain or destroy files in accordance with its then-existing records retention policy. 

Tax Return Services.  ATBS will use commercially reasonable efforts to resolve tax questions applicable to the Business Services.  ATBS will resolve such questions in Client’s favor when legally and reasonably possible.  ATBS may at its option for any reason automatically file for an extension on behalf of Client to extend the tax return filing deadline.  Client must provide all documentation necessary for the preparation of the income tax returns for the preceding tax year by January 31.  The Client is ultimately solely responsible for the accuracy of all information reported on all tax returns, including but not limited to any penalties imposed if Client makes any underpayment of tax liability, and agrees to review all tax documentation and returns carefully prior to signing and filing them.  Should Client’s income tax returns be selected for examination by any taxing authority, ATBS will to the extent allowed by law, upon written request, represent Client before that authority and prepare legally valid refund claims or protests that may be necessary to obtain a final determination of Client’s income tax liability.  Client agrees to pay ATBS its then current fees and rates for these services.

Limitation of Liability.  CLIENT AGREES THAT IN NO EVENT SHALL ATBS’ LIABILITY TO CLIENT FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION OR NATURE THEREOF, EXCEED THE TOTAL OF ALL AMOUNTS PAID BY CLIENT TO ATBS FOR BUSINESS SERVICES HEREUNDER.  RECOVERY OF SUCH AMOUNTS SHALL BE CLIENT’S SOLE AND EXCLUSIVE REMEDY. 

Governing Law.  This Agreement and all acts and transactions pursuant hereto and rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Colorado.  This Agreement constitutes the sole agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter hereof.  No modification of this Agreement shall be effective unless in writing and signed by ATBS.  The parties agree that fax or other electronic signatures are legally binding in accordance with this Agreement.  If any of the provisions of this Agreement are prohibited by or held invalid under applicable laws or regulations of any jurisdiction in which Agreement is sought to be enforced, then that provision shall be considere d inapplicable and omitted but shall not invalidate the remaining provisions.