Sample Engagement Letter

This Client Services Engagement Agreement (“Agreement”) governs the relationship between SAMPLE COMPANY (“Client”), a Domino’s franchise operator, and D & S Management Services, Inc. (“D & S”), an accounting firm.

‍STANDARD SERVICES

The following corporate (i.e., non-consumer) services are included within the D&S “standard” scope of services:

· Bookkeeping

o  Assignment of a dedicated bookkeeper who will come to “know” your business and will be your primary point of contact.

o  Maintain and provide access to your company’s books and accounting records.

o  Bank reconciliations.

o  Cashflow analysis.

o  Store valuation (EBITDA analysis).

· Payroll

o  Payroll processing (weekly or bi-weekly) through ADP Inc or Alliance HCM.

§  Pull, scrub, import, edit, and review payroll prior to your final review.

· Bill Pay

o  Disbursements to pay expenses including rent, utilities, vendors, insurance, sales tax, etc.

o  Domino’s(DOPS) payments (e.g., Royalties, Advertising, SCC, Pulse, OLO fees, E&S).

o  ACH payment setup and recording as directed.

· Financial Reporting

o  Prepare and upload mandatory Domino’s period and annual reports.

o  Prepare and submit monthly sales tax filings.

o  Client period financial statements (P&L, BS, Trial Balance)

§  Promptly provided within 2 weeks after period end via excel spreadsheet.

§  Compatible with accepted corporate standards.

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ANNUAL TAX SERVICES

The following Federal, State (if applicable), and Local (if applicable) corporate and personal annual tax returns are included within the D&S “annual tax services” scope of services:

· TBD

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We will not prepare any tax returns except those identified in this section, without your written request, and our written consent to do so. We will prepare your tax returns based upon information and representations that you provide to us. We will not audit or otherwise verify the data you submit to us, although we may ask you to clarify certain information. We will prepare the tax returns referenced in this section solely for filing with the Internal Revenue Service(“IRS”) and state and local tax authorities as identified in this section. Our work is not intended to benefit or influence any third party, either to obtain credit or for any other purpose.

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You agree to indemnify and hold our firm and its partners, principals, shareholders, officers, directors, members, employees, agents or assigns(collectively, “firm,” “we,” “us,” or “our”) harmless with respect to any and all claims arising from the use of the tax returns for any purpose other than filing with the IRS and state and local tax authorities regardless of the nature of the claim, including the negligence of any party. 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. This engagement is limited to the professional services outlined in this agreement.

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This engagement does not include responding to inquiries by any governmental agency or tax authority. If your tax return is selected for examination or audit, you may request our assistance in responding to such an inquiry. If you ask us to represent you, we will confirm this representation in a separate engagement letter.

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Federal, state, and local tax authorities impose various penalties and interest charges for noncompliance with tax laws and regulations, including failure to file or late filing of returns, and underpayment of taxes. You, as the taxpayer, remain responsible for the payment of all tax, penalties, and interest charges imposed by tax authorities. We rely on the accuracy and completeness of the information you provide to us in connection with the preparation of your tax returns. Failure to disclose or inadequate disclosure of income or tax positions may result in the imposition of penalties and interest charges.

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 OUT OF SCOPE SERVICES

The standard scope of services above is designed to fully encompass the needs of a Domino’s franchisee in their regular business operations.  Any services not listed within the standard scope are not included within the standard period service fee, and will not be performed by D & S unless agreed to in writing between D & S and the Client.

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CLIENT RESPONSIBILITIES

In order to provide the services outlined above, D & S requires the following information:

1.     Franchise I.D. code and bank I.D. (to pay Domino’s fees).

2.     A cancelled business check (to set up checks/bill pay).

3.     VPN,IP address, username, and password for PULSE.

4.     Land lord information (rent) and supporting documentation for any other recurring monthly payments (outlined above).

5.     Wizardline log in information.

6.     Employee roster.

7.     List of Client’s stores.

The Client is responsible for the accuracy and completeness of all information provided to D & S and for all management decisions made for itself, its personnel, and any and all of its stores. Client releases and holds D & S and its personnel harmless from any and all liability or expense relating to D& S’s services which are attributable in any way to misrepresentations made by the Client, or by the Client’s failure to supply complete and accurate information to D & S.

ACA Compliance – The Client must contract with a third party in a timely manner to report and file Form 1095-Cto maintain compliance with the Affordable Care Act (ACA), if applicable. D & S will not prepare and file this return. D & S will not monitor the Clients eligibility for ACA reporting. All aspects of ACA compliance rests with the Client.

Licenses and Utilities– The Client must contact state and local governments and utility providers to setup or transfer licenses and utilities to their company upon a new store build or store acquisition. D & S will assist where possible, however, the sole responsibility for the setup of licenses and utilities rests with the Client.

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DATA RETENTION AND RECORDKEEPING POLICY

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D & S retains client records and data obtained or generated in the course of providing accounting, bookkeeping, payroll, tax, and related services for a standard period of seven (7) years, unless a longer retention period is required by law or agreed to in writing. Records may be maintained in electronic or paper format and may be securely destroyed after the retention period without further notice.

The client acknowledges that they remain solely responsible for maintaining original records and any documents required to be retained under federal, state, or local laws, including IRS and U.S. Department of Labor requirements. D & S’s retention of records does not relieve the client of its independent recordkeeping or compliance obligations. D & S does not track, administer, or file ACA, benefit, or regulatory compliance records on behalf of the client unless expressly agreed to in writing.

D & S reserves the right to modify this Data Retention and Recordkeeping Policy from time to time to reflect changes in law, professional standards, or business practices. Any material changes will be communicated as appropriate.

By engaging D & S, the client acknowledges that they have read, understand, and agree to this Data Retention and Recordkeeping Policy.

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FEES

Standard  Services (per store, per period)

$TBD

Tax  Services (annual)

$TBD

Out of Scope Services

Please  contact assigned bookkeeper.

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TERM AND TERMINATION

This Agreement becomes effective when signed by the Client. By executing this Agreement, Client agrees to retain D & S for an annual term of thirteen (13) periods of four-weeks each, beginning on the date this Agreement is executed by the Client. This Agreement automatically renews each annual renewal date for an additional thirteen (13) period term.  

Either party may terminate this Agreement by delivering written notice to the other at least 90 days before the annual renewal date in order for the termination to be effective as of the annual renewal date. If either party fails to provides written notice at least 90 days before the annual renewal date, the termination will be deemed effective as of the last date of the following annual period. D & S will not be responsible for rendering any services after the effective date of termination.

D & S may terminate this Agreement by delivering written notice to Client if Client has failed to pay any outstanding invoices owed to D & S.

D & S may terminate this Agreement at any time if it determines, in its sole discretion, that Client has engaged in any form of illegal, dishonest, or fraudulent conduct.

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OTHER PROVISIONS

This Agreement contains the entire understanding between Client and D & S and no other promise or agreement has been made between them.  The terms of this Agreement are contractual and not mere recitals. This Agreement terminates and supersedes all prior understandings or agreements, either oral or written. This Agreement may be modified only in writing duly executed by both Client and D & S.

The state courts of Broward County, Florida shall have sole jurisdiction over any dispute arising from this Agreement. Florida law shall apply to any dispute arising from this Agreement.

If any provision of this Agreement is held or rendered illegal or unenforceable, it shall be considered separate and severable from this Agreement and the remaining provisions shall remain in force as though the illegal or unenforceable provision had never been included.

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

This Agreement may be executed in counterpart. The counterparts shall have the same force and effect as if a single document had been signed.

The individual executing this Agreement on behalf of the Client represents and warrants that they have the authority to do so.

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