THIS CONSULTING AGREEMENT (“Agreement”) made as of the last date signed below (the “Effective Date”), by and between Client(s):

Client; and

Consultant: Motley Advisors, LLC, dba American Refund Recovery

For good and valuable consideration and intending to be legally bound, the Client and Consultant agree as follows:

1.       Engagement of and Duties of Consultant. Client hereby engages Consultant for the purpose of providing tax preparation, tax return amendments, tax planning and tax refund recovery under the Families First Coronavirus Response Act (the “Consultant Duties”), and Consultant hereby accepts such engagement to provide such duties subject to the terms and conditions set forth herein. By the execution hereof of this Agreement, Client hereby authorizes Consultant to provide any and all necessary documentation in furtherance of the Consultant Duties

2.       Consultant Compensation.

As consideration for the Consultant Duties provided by Consultant, Client shall pay Consultant a processing fee for each tax return or tax return amendment per tax year that Consultant prepares for the Client (the “Processing Fee”), which shall be paid upfront at the time of service; plus a success fee in the amount of twenty percent (20%) of the approved dollar amount on any approved tax refund the Client receives, whether from a prepared or amended tax return (the “Success Fee”), which shall be paid via ACH from Client’s bank account within five (5) days of Client receiving the approved refund in their bank account. Client authorizes Consultant to receive payment via the attached ACH from Client’s bank account.

In the event Client does not pay Consultant the Success Fee when due, Client shall be charged interest at a rate of eight percent (8%) on the outstanding balance of the Success Fee each month until Client pays the Success Fee plus interest in full. Client shall be responsible for paying all fees and costs that Consultant incurs in recovering any unpaid Success Fee and interest, including the cost of filing a security or lien on clients account.

3.       Duties of Client.

Client shall be available to Consultant to perform the following duties in a timely manner:

1.   To submit to Consultant all necessary and requested income, expense, taxes, verification, identification or any other documentation to aid Consultant in fulfilling the Consultant Duties;

2.      Cooperate fully with Consultant to ensure the success of the Agreement and not hinder the completion of the Consultant Duties in any way;

3.      Pay the Processing Fee, Success Fee, interest, if any, and invoice associated with the execution and completion of the Consultant Duties on a timely basis.

4.      Abide by all terms outline within this Agreement.

4.       Term/Termination.

This Agreement shall be effective as of the Effective Date and shall continue in effect until the completion of each parties duties or otherwise terminated as provided herein. This Agreement may be terminated,
without cause and with notice, by either party at any time. In the event of such termination, any and all accrued but unpaid invoices from Consultant shall remain due and payable to Consultant until such invoices as submitted to Client are paid in full.

5.       Independent Contractor.

Consultant acknowledges that it is an independent contractor and is not an employee, servant, agent, partner or joint venturer of Client. Client shall determine the work to be done by Consultant, but Consultant shall determine the legal means by which it accomplishes the work specified by Client.

6.       Withholding, Taxes and Benefits.

Consultant acknowledges and agrees that Client is not responsible for withholding, and shall not withhold, FICA or taxes of any kind from any payments it owes Consultant. Consultant further acknowledges and agrees that Client shall not provide Consultant with any benefits.

7.       Notices.

Any and all written notices or communications required or permitted under this Agreement or by law shall be in writing and delivered to the other party to be notified (i) in person, (ii) by e-mail, (iii) by first-class mail postage prepaid, or (iv) by over-night delivery at the last known address of the party to be notified (or any other address communicated in writing to all parties).

8.       Non-Compete.

Client acknowledges that Consultant uses proprietary software and systems to provide the Consultant
Duties to Client. Client further acknowledges and agrees that for the entire duration of this Agreement or any subsequent agreement executed for a similar purpose, and for Twenty (20) months after the termination of this Agreement, Client shall not engage in any capacity in any direct or indirect competition with the Consultant Duties.

9.       Governing Law.

This Agreement shall be governed by the Laws of the State of Texas without considering its laws or
rules related to choice of laws.

10.   Dispute Resolution and Attorneys Fees.

The Client and Consultant agree that any dispute, claim, or controversy concerning this Agreement or the termination of this Agreement, or any dispute, claim or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be settled by Mediation in Dallas County, State of Texas. In the event the Parties cannot resolve the dispute by mediation, the Parties shall resolve the dispute by Arbitration in the previously identified jurisdiction in accordance with the rules and procedures then in effect of the American Arbitration Association of the jurisdiction, which said arbitration shall be completed within a sixty (60) day period. The decision of the arbitrator shall be binding and conclusive upon both the Client and Consultant. The arbitrator may grant injunctions or other relief in such dispute or controversy. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The Client and Consultant shall pay the costs and expenses of such arbitration in such proportions as the arbitrator shall decide, and each party shall separately pay their own attorney fees and expenses.

11.   Indemnification.

Client agrees to indemnify and hold Consultant and its owners, officers, members, agents or its affiliates harmless against any and all losses, damages, and costs that Consultant may incur as a result of any claims regarding Consultant’s Duties or the defense thereof, including attorney fees and all other costs and expenses incurred thereby and in the enforcement of this Agreement.

12.   Headings.

The section headings contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

13.   Further Assurances.

If at any time after the Effective Date any further action is necessary or desirable to carry out the purposes of this Agreement, each party shall take such further action as the other party reasonably requests.

14.   Amendment and Waiver.

No provision of this Agreement may be amended or waived unless it is set forth in writing and, if an amendment, signed by all parties hereto, and if a waiver, signed by those parties whose rights are adversely affected by the waiver. Waiver of any provision of this Agreement or of any breach hereof shall be a waiver of only the specific provision or breach and shall not be deemed a waiver of any other provision or any future breach.

15.   Entire Agreement.

This Agreement, and the other documents specifically referred to herein, constitute the entire agreement and understanding of the parties with respect to the transaction contemplated herein and supersede any and all prior and contemporaneous agreements and understandings relating to the subject matter hereof.

16.   Binding Effect.

This Agreement shall be binding upon and inure to the benefit of the parties, their heirs, successors and assigns, even though assignment is not permitted under the terms of this Agreement without the consent of all parties hereto.

17.   Severability.

If any term or provision of this Agreement or the performance thereof shall be invalid or unenforceable to any extent, such invalidity or unenforceability shall not affect or render invalid or unenforceable any other provision of this Agreement, and this Agreement shall be valid and enforced to the fullest extent permitted by law.

18.   Counterparts and Execution.

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original Agreement, and all of which shall constitute one Agreement among each of the parties, notwithstanding that all of the parties are not signatories to the original or the same counterpart, to be effective as of the day and year first set forth above. This Agreement may also be executed by facsimile, email or electronically with a digital signature.

THIS AGREEMENT CONTAINS AN AUTHORIZATION FOR SECURITY FILING, IF NEEDED, MEDIATION AND BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.