1. General. These Terms and Conditions shall; (I) govern the letter of engagement (the “Engagement Letter”, the letter of agreement (the “Letter Agreement”) or Statement of Work (“SOW”) referencing it or attaching it (the Engagement Letter, Letter Agreement and SOW are collectively referred to herein as the “Agreement”); and/or (ii) apply to (x) all services Breslow Starling Advisors, LLC (“Breslow Advisors”) performs at Client’s request (the “Services”) even if such Services are not expressly covered by an Agreement; and (y) the relationship between Breslow Advisors and Client. To the extent there is any conflict or inconsistency between the Terms and Conditions and any Agreement, unless otherwise agreed to in writing, the Terms and Conditions shall prevail.
2. Termination. Breslow Advisors engagement ends on the earlier of termination (including without limitation, Breslow Advisors resignation or declining to issue a deliverable) or Breslow Advisors delivery of the last deliverable hereunder. Each party shall have the right to terminate the Agreement at any time, with or without cause, by giving written notice to the other party. If the Agreement terminates or is terminated while one or more SOWs remain outstanding, the terms of the Agreement shall continue to govern the SOW, and the entire Agreement shall be deemed finally terminated only upon termination of all outstanding SOWs, or completion of the work thereunder. Termination of one or more SOWs will not terminate the Agreement. In addition, Breslow Advisors may terminate the Agreement and/or any SOW immediately if Breslow Advisors reasonably determines that it must do so in order to comply with applicable professional standards, applicable laws or regulations (e.g., a conflict of interest arises) or non-payment of our invoiced fees and costs, your inability or unwilling ness to fulfill your obligations to us as described above, including the provision of documents or other information in a timely fashion, or if, in the sole discretion of the terminating party, any continuation of the engagement would be contrary to law or professional standards, or otherwise harmful or improper. If the Agreement and/or any SOW is terminated, Client agrees to compensate Breslow Advisors for the Services performed, and expenses incurred through the effective date of termination. Any legal action or proceeding asserting a claim against Breslow Advisors arising out of or relating to this engagement shall be asserted within ONE (1) YEAR from the termination of Breslow Advisors engagement hereunder.
3. Indemnification and Limitation of Liability. As the Services are intended for Client and not third parties, Client agrees to release, indemnify and hold harmless Breslow Advisors and its members, partners, employees, contractors and agents from and against any and all third-party claims, liabilities, or expenses relating to the Services in contract, statute, or tort. Client further agrees to release, indemnify and hold harmless Breslow Advisors from any liability and costs relating to the Services attributable to any misrepresentations made by Client or to inaccurate or incomplete information provided by Client to Breslow Advisors. Except to the extent finally determined to have resulted from Breslow Advisors gross negligence or intentional misconduct, Breslow Advisors liability shall not exceed the aggregate amount of fees paid by Client to Breslow Advisors during the 12 months preceding the date of the claim pursuant to the applicable Agreement or such other work performed outside an Agreement, under which the claim arose.
4. Force Majeure. Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breach this Agreement for failure or delay in fulfilling or performing any obligation under the Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including but not limited to fire, floods, embargoes, war acts of war, insurrections, riots, strikes, lockouts or other labor disturbances, or acts of God, provided, however, that the party so affected shall use reasonable commercial efforts to avoid or remove such causes of non-performance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure.
5. Third Parties and Use and Reliance. All Services hereunder shall be solely for Client’s use and benefit pursuant to our Client relationship. This engagement does not create privity between Breslow Advisors and any person or party other than you and is not intended for the express or implied benefit of any third party. No third party is entitled to rely, in any manner or for any purpose, on the Services or deliverables hereunder and Breslow Advisors expressly disclaims any responsibility, duty or liability to any third parties.
6. Dispute Resolution Methods. If any dispute, controversy or claim arises, either party may, upon written notice to the other party, request that the matter be mediated. Such mediation will be conducted by a mediator appointed by and pursuant to the Rules of the American Arbitration Association or such other neutral facilitator acceptable to both parties. Both parties will exert their best efforts to discuss with each other in good faith their respective positions in an attempt to finally resolve such dispute or controversy.
Each party may disclose any facts to the other party or to the mediator which it, in good faith, considers necessary to resolve the matter. All such discussions, however, will be for the purpose of assisting in settlement efforts and will not be admissible in any subsequent litigation against the disclosing party. Except as agreed by both parties, the mediator will keep confidential all information disclosed during negotiations. The mediator may not act as a witness for either party in any subsequent arbitration between the parties.
The mediation proceedings will conclude within sixty days from the receipt of the written notice unless extended or terminated sooner by mutual consent. Each party will be responsible for its own expenses. The fees and expenses of the mediator, if any, will be borne equally by the parties.
If any dispute, controversy, or claim cannot be resolved by mediation, then the dispute, controversy, or claim will be settled by arbitration in accordance with the Rules of the American Arbitration Association (AAA) for the Resolution of Accounting Firm Disputes. No prehearing discovery will be permitted unless specifically authorized by the arbitration panel. The arbitration hearings will take place in the city closest to the place where this Agreement was performed in which the AAA maintains an office, unless the parties agree to a different locale.
The award issued by the arbitration panel may be confirmed in a judgment by any federal or state court of competent jurisdiction. All reasonable costs of both parties, as determined by the arbitrators, including (1) the fees and expenses of the AAA and the arbitrators and (2) the costs, including reasonable attorneys’ fees, necessary to confirm the award in court, will be borne entirely by the non-prevailing party (to be designated by the arbitration panel in the award) and may not be allocated between the parties by the arbitration panel.
Such arbitration shall be binding and final. In agreeing to arbitration, we both acknowledge that the event of a dispute over fees charged by the accountant, each of us is giving up the right to have a dispute decided in a court of law before a judge or jury and instead we are accepting the use of arbitration for resolution.
7. Breslow Advisors Subsequent Responsibilities. Subsequent to the completion of the Services, Breslow Advisors will not update its advice, recommendations or work product for changes or modifications to the law and regulations or for subsequent events or transactions, only if Client separately engages Breslow Advisors to do so in writing. The conclusions expressed in our services or deliverables are based upon the laws as of the date of the relevant service or deliverable, which are subject to change.
8. Client Responsibilities. Breslow Advisors shall rely on the timeliness, accuracy, completeness and reliability of all information, decisions and approvals provided by or on behalf of Client (including Client’s advisors, consultants, legal counsel, agents, etc.) and Breslow Advisors will perform the Services on that basis.
In addition, Client represents, to the best of its knowledge, that if the relationship between Breslow Advisors and Client is subject to the Public Company Accounting Oversight Board’s auditor independence requirements, as of the date of this Agreement, Client (including its affiliated entities) has not agreed (orally or in writing) with any other advisor to restrict Client’s ability to disclose the tax treatment or tax structure of any transaction related to the Services. Client acknowledges that such an agreement could impair auditor independence and further acknowledges that it bears sole responsibility for the effects of such an agreement. Because professional and certain regulatory standards require us to be independent, in both fact and appearance, with respect to Client in the performance of our Services, any discussions that you have with personnel of Breslow Advisors regarding employment could pose a threat to our independence. Therefore, Breslow Advisors requests that you inform us prior to any such discussions so that we can implement appropriate safeguards to maintain our independence. Further, in recognition of the investment Breslow Advisors has made to recruit and develop its personnel, Client agrees that if any of Breslow Advisors’ personnel who provided Services to Client accepts a position of employment with Client, its related parties, subsidiaries or affiliates at any time while Breslow Advisors performs Services for Client or within one (1) year thereafter, Client agrees to pay Breslow Advisors a placement fee equal to the employee’s annual compensation in effect on the date such employment was contracted.
9. Waiver of Certain Damages. In no event shall Breslow Advisors be liable to you or a third party for any indirect, special, consequential, punitive, or exemplary damages, including but not limited to lost profits, loss of revenue, interruption, loss of use, damage to goodwill or reputation, regardless of whether you were advised of the possibility of such damages, regardless of whether such damages were reasonably foreseeable, and regardless of whether such damages arise under a theory of contract, tort, strict liability, or otherwise.
10. Data and Information. Breslow Advisors shall be entitled to rely on and assume, without independent verification, that all representations, assumptions, information and data supplied by Client and your representatives shall be complete and accurate. If Client fails to provide all the information required for the Services, Breslow Advisors will not be responsible or liable for the completeness and/or timeliness of the work. Unless otherwise agreed to by the parties, Breslow Advisors shall not assume any responsibility for any financial reporting with respect to the Services.
In the event that the Services involve protected health information (“PHI”) it is the responsibility of the use and security of such PHI shall be addressed in the business associate agreement provided by you and executed separately (“BAA”). The BAA will be incorporated into and made a part of these terms and conditions.
11. Use and Reliance/Ownership of Work Papers. The work papers prepared pursuant to the Agreement (i.e., Breslow Advisors’ internal documentation to substantiate the Services) are the property of Breslow Advisors. Such work papers, constitute confidential, proprietary and trade secret information, and will be retained by Breslow Advisors in accordance with our policies and procedures and all applicable laws.
12. Outsourcing. Breslow Advisors may, from time to time, and depending on the circumstances, use third-party service providers, including contractors, subcontractors and cloud-based service providers, in connection with the provision of Services. Accordingly, we maintain internal policies, procedures and safeguards to protect the confidentiality of your personal information. In addition, we will secure confidentiality agreements with all service providers to maintain the confidentiality of your information and we will take reasonable precautions to determine that they have appropriate procedures in place to prevent the unauthorized release of your confidential information to others. Furthermore, we will remain responsible for the work provided by any such third-party service provider. We may share your tax return information with these service providers but remain committed to maintaining the confidentiality and security of your information.
In addition, Breslow Advisors may assign employees or employees of the Breslow Advisors subsidiaries and affiliates and third-party vendors located inside or outside the United States to work on the Client’s engagement and to provide operational support services to Breslow Advisors. Client hereby consents to Breslow Advisors assigning employees and affiliated entities located outside the United States to this engagement, and to the transmitting of Client information to such individuals and affiliated entities as needed to perform the Services to the Client and to perform operational Services.
13. Consent for Disclosure and Use. Internal Revenue Code Sections 6713 and 7216 require Breslow Advisors to obtain your consent in order to disclose or use information that you furnish to us in connection with the preparation of your return(s) (including Client’s name and contact information) for the purpose of providing you with materials and information, including newsletters or other business-related items of interest, news about Breslow Advisors, and invitations to Breslow Advisors-sponsored events. Such consent is also required where, e.g., Breslow Advisors may seek to disclose Client’s tax return information to other parties who are involved in providing the Services hereunder.
Consent for Disclosure. By signing this letter, you authorize that any and all information furnished to us for, or in connection with the preparation of tax returns under this engagement letter may, for one year from the date of this engagement letter, be disclosed to QX Inc and Truevantage Business Services Private Limited located outside the United States, engaged directly or indirectly in providing tax planning or preparation of tax returns. Disclosures under this paragraph may consist of all information contained in tax returns. If you wish to request a limited disclosure of tax return information, you must inform us. You acknowledge that your tax return information may be disclosed to our affiliates, related entities, or subcontractors located inside and outside the United States.
14. Use of Information for Deliverable Enhancement. Breslow Advisors uses technology tools—including software development, automation, data analytics, and AI-enabled or machine-learning features—within our tax-preparation workflow to help prepare, review, and file your tax returns and related deliverables under this Agreement. Any such tools are operated under our confidentiality and security controls and are used only to support tax return preparation and related auxiliary services. We will not use or disclose your tax return information for any purpose other than preparing and reviewing your returns unless you separately authorize us in writing pursuant to applicable law. The integration of AI enables us to provide more accurate insights and streamline our processes, ultimately benefiting our clients through enhanced service delivery.
15. Express Authorization to Disclose. Breslow Advisors acknowledges that the Firm has not placed any limitations on the Client’s disclosure of the tax treatment or tax structure associated with the tax services or transactions described in the Agreement. Nothing in this Agreement shall be construed as limiting or restricting disclosure of the tax treatment or tax structure of the relevant transaction that is the subject of Breslow Advisor’s Services as described in rule 3501 (c ) (1) of PCAOB Release 2005-014, or IRC Sections 6011 and 6111 and related IRS guidance. Client acknowledges that none of its other advisors have imposed or will impose any conditions of confidentiality with respect to the tax treatment or tax structure associated with the tax services or transactions described in the Agreement.
16. Disclosure of Transactions and Other Financial information. The Internal Revenue Code of 1986, as amended (“IRC”) and certain state laws require that Client disclose on or with Client’s tax returns certain transactions other financial information. For example, Treasure Regulations commonly known as the “Tax shelter regulations” require taxpayers to disclose certain types of transactions on a Form 886 attached to their tax returns and filed with the IRS office of Tax shelter Analysis. Failure to disclose could result in substantial penalties, even if the transaction’s tax benefits are appropriate and even if there is no understatement of tax. Breslow Advisors’ tax return preparation services do not include any separate investigation to determine whether there are any transactions or other matters that must be disclosed on Client’s tax returns, though Breslow Advisors will advise Client if Breslow Advisors concludes that any such disclosure is required, If Client would like firm to review any transaction or matter to determine if it must be reported, please contact Breslow Advisors to discuss expanding the scope of our Services.
Unless Client advises Breslow Advisors otherwise or specific disclosure information is furnished to Breslow Advisors, Breslow Advisors will assume that none of the transactions that were reflected on Clients return were: (1) entered into subject to an agreement to keep the transaction confidential, (2) entered into subject to an agreement that the fee Client paid would be contingent upon it receiving the transaction’s intended tax benefits, (3) identified in treasury Regulations as loss transactions that must be disclosed, including loss transactions that pass through to Client from S Corporations, partnerships and trusts, if applicable, or (4) the same as or substantially similar to a transaction identified by the IRS as a tax avoidance transaction. The following IRS address provides an up-to-date list of transactions the IRS has identified as tax avoidance transactions: http://www.irs.gov/Businesses/Corporations/Listed-Transactions or go to the IRS page at www.irs.gov and search for “tax shelters.” Breslow Advisors may, for a separate fee, assist Client in determining if it has entered into one of these transactions. It is important to note the IRS can identify transactions as tax avoidance transactions subsequent to Client entering into them; in this event the Client may be retroactively required to disclose its participation in the transaction.
The other categories of transactions that have to be disclosed would ordinarily be reflected in the information Client provides Breslow Advisors to prepare Client’s tax return. However, determining whether Client should disclose these transactions may require analysis of information over and above that necessary to prepare Clients return(s) and could result in additional fees.
17. Foreign Asset Reporting. If Client has a direct or indirect interest in, or signature authority over, any foreign financial account, including a bank account, brokerage account, mutual fund, unit trust or trust account, Client may be required to prepare and file Form FinCEN 114 (FBAR) if the aggregate of all foreign financial accounts exceeds $10,000 at any time during the calendar year. Client’s signature on the Agreement acknowledges that Client agrees to comply with these reporting requirements. If Client needs assistance with any portion of the foreign financial account reporting requirements, please contact Breslow Advisors to ensure the timely filing of these reports. Such services may be subject to additional fees. Account holders who do not comply with these reporting requirements may be subject to civil penalties, criminal penalties or both.
18. Cryptocurrency Accounts. If Client has a direct or indirect financial interest in or signature authority over any cryptocurrency financial accounts, Client may be required to report these transactions on Client’s income tax returns. If Client has cryptocurrency accounts, the information needed to complete tax return(s) will include the name of the account and details of all purposes and sales that occurred during the year. Client’s acceptance of the Agreement acknowledges that Client agrees to comply with these reporting requirements.
19. Taxpayer Privileges; Use of Counsel. The parties acknowledge that certain documents and other communications involving and/or disclosed to or by firm may be subject to one or more claims if privilege by or on behalf of Client (e.g., the IRC Section 7526 tax advisory privilege, etc.). Although Client is solely responsible for managing the recognition, establishment, and maintenance (e.g. possible waiver of these possible protections (and for involving legal counsel as it deems necessary). Client will notify Breslow Advisors if Client wishes to invoke the confidentiality privilege and Breslow Advisors will cooperate with Clients reasonable written instructions regarding same. Client should be aware that should circumstances arise where Client wishes to divulge or have Breslow Advisors divulge privileged information to other parties, such disclosure may result in waiver of the confidentiality privilege. If Client wishes Breslow Advisors to divulge privileged information, Client must provide Breslow Advisors with advance written authority to make such disclosure. In addition, if it is ultimately determined that a significant purpose of the tax matter was to avoid or evade any U.S. Federal income tax, Client should be aware that the confidentiality privilege under IRC Section 7525 will not apply to the communications between Breslow Advisors and Client.
If Breslow Advisors receives a request form a third party (including the IRS, a subpoena, summons, discovery demand in litigation) calling for the production of privileged information, Breslow Advisors will notify Client and follow Client’s reasonable instructions regarding any such requests before Breslow Advisors discloses such privileged information as may be required under applicable laws or rules. Client agrees to hold Breslow Advisors harmless from, and be responsible and liable for Breslow Advisor’s fees and expenses incurred (including attorneys’ fees, court costs, costs of outside advisors and any other costs imposed, whether by way of penalty or otherwise) as a result of Client’s assertion of the Confidentiality privilege or Client’s direction to Breslow Advisors to assert the privilege on Client’s behalf of if Breslow Advisors determines that it is required by applicable law or rules to assert the privilege without having received Client’s direction.
20. Limitation on Oral and Email Communications; Written Advice. Breslow Advisors may discuss its views regarding the tax treatment of certain items. Breslow Advisors may also provide Client with tax information in the body of an email. Any advice or information provided orally or in the body of an email (as opposed to a memorandum attached to an email) will be based on limited discussion and analysis of underlying facts. Additional research or a more complete review of the facts could affect our analysis and conclusions. Therefore, it may not be appropriate to proceed with any transaction or tax return reporting solely on the basis of oral or email communication. Client accepts all responsibility for any loss, costs or expenses resulting from Client’s decision to (not have Breslow Advisors perform the research and analysis necessary to reach a more definitive conclusion, and (11) to rely on poral or email communication. This section does not apply to any written tax advice that is delivered to Client as an attachment to an email and which contains the legend described below.
Any written tax or professional advice Breslow Advisors provides will contain the following legend: “Tax or professional advice contained in or accompanying this document, unless otherwise specifically stated, is not intended or written to be used, and cannot be used, for the purpose of (I) avoiding penalties under the Internal revenue Code, or (ii) promoting, marketing, or recommending to another party any transaction or matter that is contained in or accompanying this document. In addition, unless otherwise specifically stated, any advice provided shall not be deemed a formal tax opinion upon which the addressee can rely.” This legend can be removed from the advice; however, detailed, exhaustive analysis may be required under the IRS’ rules which could involve significant time and expense. At Client’s request, Breslow Advisors would be happy to discuss this aspect should it be necessary.
21. Power and Authority. Each of the parties hereto has all requisite power and authority to execute and deliver this Agreement and to carry out and perform its respective obligations hereunder. The Agreement constitutes the legal, valid and binding obligations of each party, enforceable against such party in accordance with its terms.
22. Subpoenas. If Client requests Breslow Advisors to object to or respond to, or Breslow Advisors receives and responds to, a validly issued third party subpoena, court order, government regulatory inquiry, or other similar request of or legal process for the production of documents and/or testimony relative to information we obtained and/or prepared during the course of this or any prior engagements with Client, Client agrees to compensate us for all time Breslow Advisors expends in connection with such response, at our regular rates, and to reimburse Breslow Advisors for all related out-of-pocket costs (including outside lawyer fees) that we incur.
23. Email Communications. In connection with the Agreement and this engagement, we may communicate with you or others via email transmission, and by signing this letter, you authorize us to do so. Any preliminary conclusions that may be provided in an email are superseded by any final work product. As emails can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed and only to such parties, we cannot guarantee or warrant that emails from us will be properly delivered and read only by the addressee. Therefore, we specifically disclaim and waive any liability or responsibility whatsoever for interception or unintentional disclosure of emails transmitted by us in connection with the performance of this engagement. In that regard, you agree that we shall have no liability of any loss or damage to any person or entity resulting from the use of email transmissions, including any consequential, incidental, direct, indirect, or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary information.
24. External Computing Options. If, at the Client’s request, Breslow Advisors agrees to use certain external commercial services, including but not limited to services for cloud storage, remote control, and/or file sharing options (collectively “External Computing Options”), that are outside of Breslow Advisors’ standard security protocol, the Client acknowledges that such External Computing Options may be associated with heightened security and privacy risks. Accordingly, Breslow Advisors disclaims and waives, and the Client releases Breslow Advisors from any and all liability arising out of or related to the use of such External Computing Options.
25. Electronic Transmissions. The Agreement may be transmitted in electronic format and shall not be denied legal effect solely because it was formed or transmitted, in whole or in part, by electronic record; however, the Agreement must then remain capable of being retained and accurately reproduced, from time to time, by electronic record by the parties to the Agreement and all other persons or entities required by law. An electronically transmitted signature to this Agreement will be deemed an acceptable original for purposes of consummating the Agreement and binding the party providing such electronic signature.
26. Hosting. We will return any original records and documents you provide to us. We are not a host for any of your information. You are responsible for maintaining your own copy of this information. We do not provide back-up services for any of your data or records, including information we provide to you. You are responsible for maintaining complete and accurate books and records, which may include financial statements, schedules, tax returns and other deliverables provided to you by us.
27. Severability. If any portion of the Agreement is held to be void, invalid, or otherwise unenforceable in whole or in part, for any reason whatsoever, such portion of the Agreement shall be amended to the minimum extent required to make the provision enforceable and the remaining portions of the Agreement shall remain in full force and effect.
28. Independent Contractor. Breslow Advisors is providing the Services to Client as an independent contractor. Breslow Advisors’ obligations to Client are exclusively contractual in nature. The Agreement does not create any agency, employment, partnership, joint venture, trust, or other fiduciary relationship between the parties. Neither Breslow Advisors nor Client shall have the right to bind the other to any third party or otherwise to act in any way as a representative or agent of the other except as otherwise agreed in writing between the parties.
29. Confidentiality. Each of the parties hereto shall treat and keep any and all of the “Confidential Information” as confidential, with at least the same degree of care as it accords to its own confidential information, but in no event less than a reasonable degree of care. “Confidential Information” means all non-public information that is marked as “confidential” or “proprietary” or that otherwise should be understood by a reasonable person to be confidential in nature that is obtained by one party (the “Receiving Party”) from the other party (the “Disclosing Party”). All terms of the Agreement and all information provided pursuant to the Agreement are considered Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information that was or is: (a) known to the Receiving Party prior to disclosure by the Disclosing Party; (b) as of the time of its disclosure, or thereafter becomes, part of the public domain through a source other than the Receiving Party; (c) made known to the Receiving Party by a third person who is not subject to any confidentiality obligation known to Receiving Party and such third party does not impose any confidentiality obligation on the Receiving Party with respect to such information; (d) required to be disclosed pursuant to governmental authority, professional obligation, law, decree regulation, subpoena or court order; or (e) independently developed by the Receiving Party. In no case shall the tax treatment or the tax structure of any transaction be treated as confidential as provided in Treas. Reg. sec. 1.6011-4(b)(3). If disclosure is required pursuant to subsection (d) above, the Disclosing Party shall (other than in connection with routine supervisory examinations by regulatory authorities with jurisdiction and without breaching any legal or regulatory requirement) provide prior written notice thereof to allow the other party to seek a protective order or other appropriate relief. Upon the request of the Disclosing Party, the Receiving Party shall return or destroy any and all of the Confidential Information except for (a) copies retained in work paper files retained to comply with a party’s professional or legal obligations and (b) such Confidential Information located on electronic back-up tapes (in accordance with the Receiving Party’s normal data back-up procedures) where such tapes are not easily accessible to Receiving Party’s employees or partners.
30. Referrals. In the course of providing services to you, you may request referrals to products or professionals such as attorneys, bankers, or investment advisors. As a courtesy, we may identify professional(s) or product(s) for your consideration. However, you are responsible for evaluating, selecting, and retaining any professional or product and determining if the professional or product meets your needs. You agree that we will not oversee these activities of and have no responsibility for the work product of any professional or suitability of any product we refer to you or that you separately retain.
31. Acceptance or Continuance. The Agreement and performance of services are expressly contingent upon the satisfactory completion of client acceptance or continuance procedures.
32. Governing Law and Jurisdiction. The terms of this engagement letter and all related matters shall be governed by the laws of the State of North Carolina, without giving effect to any choice or conflict of law principles, provisions or rules relating to conflicts of laws that would require the laws of another jurisdiction to apply.
33. General. Client may not assign or transfer the Agreement, or any rights, licenses, obligations, claims or proceeds from claims arising out of or in any way relating to the Agreement, any Services provided thereunder or any fees for Services to anyone, by operation of law or otherwise, without Breslow Advisors’ consent. Breslow Advisors may assign the Agreement, including all the rights and benefits thereunder to any affiliate or to an acquirer or successor to its business, or purchaser of all or substantially all of its assets. Stock or interests, or in the event of a reorganization or restructuring, and by Client’s signature hereto, Client consents to such assignment and the transfer of Client’s files and information.
34. Entire Agreement: The Agreement sets forth the entire agreement between the parties with respect to the subject matter herein, superseding all prior agreements, negotiations, or understandings, whether oral or written, with respect to the subject matter herein. The Agreement may not be changed, modified, or waived in whole or part except by an instrument in writing signed by both parties.