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THIRD PARTY SERVICE PROVIDERS OR SUBCONTRACTORS In the interest of enhancing our availability to meet your professional service needs while maintaining service quality and timeliness,we may use a third-party service provider to assist us.We require our third-party service providers have established procedures and controls designed to protect client confidentiality and maintain data security.As the paid provider of professional services, our firm remains responsible for exercising reasonable care in providing such services, and our work product will be subjected to our firm's customary quality control procedures. By accepting the terms and conditions of our engagement, you are providing your consent and allow us to disclose your confidential information to a third-party service provider, if such disclosure is necessary to deliver professional service or provide support services to our firm. INDEPENDENT CONTRACTOR When providing services to your company,we will be functioning as an independent contractor and in no event will we or any of our employees be an officer of you, nor will our relationship be that of joint ventures,partners, employer and employee,principal and agent,or any similar relationship giving rise to a fiduciary duty to you. Any obligations under this agreement are solely obligations of the firm, and no partner, principal, employee, or agent of the firm shall be subjected to any personal liability whatsoever to you or any person or entity. FIRM ASSOCIATIONS The firm is a member of PrimeGlobal,a global association of independent accounting firms. No PrimeGlobal member firm is an agent or partner of the association or of any other member firm. No PrimeGlobal member firm has the authority to enter into any legal obligations on behalf of the association or any other member firm. If the firm introduces you to another PrimeGlobal member firm,this firm specifically denies any liability for any work performed by that firm. You should make your own contractual arrangements with that firm for work that they perform. The fact that you may have been introduced to us by another PrimeGlobal member firm does not make that firm,its partners or its employees responsible for any of our acts or omissions. The firm is not the agent or partner of PrimeGlobal or any other member firm and does not have the authority to enter into legal obligations on behalf of either the association or any other member firm thereof. You agree that this firm has the sole liability for any work performed under this engagement and you undertake not to make any claim or bring any proceedings against either PrimeGlobal or any other member of PrimeGlobal in relation to work covered by this engagement. LIMITATIONS ON ORAL AND EMAIL COMMUNICATIONS We may discuss with you our views regarding the treatment of certain items or decisions you may face.We may also provide you with information in an email.Any advice or information delivered orally or in an email(rather than through a memorandum delivered as an email attachment)will be based upon limited research and a limited discussion and analysis of the underlying facts.Additional research or a more complete review of the facts may affect our analysis and conclusions. Due to these limitations and the related risks, it may or may not be appropriate to proceed with any decision solely on the basis of any oral or email communication.You accept all responsibility,except to the extent caused by the gross negligence or willful misconduct of LSL,for any loss, cost or expense resulting from your decision (i) not to have us perform the research and analysis necessary to reach a more definitive conclusion and(ii)to instead rely on an oral or email communication.The limitation in this paragraph will not apply to an item of written advice that is a deliverable of a separate engagement.If you wish to engage us to provide formal advice on a matter on which we have communicated orally or by email,we will confirm this in a separate engagement letter. CONFLICTS OF INTEREST If we, in our sole discretion, believe a conflict has arisen affecting our ability to deliver services to you in accordance with either the ethical standards of our firm or the ethical standards of our profession,we may be required to suspend or terminate our services without issuing our work product MEDIATION If a dispute arises out of or relates to the letter including the scope of services contained herein,or the breach thereof, and if the dispute cannot be settled through negotiation,the parties agree first to try to settle the dispute by mediation administered by the American Arbitration Association ("AAA") under the MA Professional Accounting and Related Services Dispute Resolution Rules before resorting to arbitration,litigation,or some other dispute resolution procedure. The mediator will be selected by letter of the parties. If the parties cannot agree on a mediator, a mediator shall be designated by the AAA.Any mediator so designated must be acceptable to all parties.The mediation will be conducted in California. PrimeGlobal 203 N.Brea Blvd,Suite 203.Brea, 1611 E.Fourth Street,Suite 200, 2151 River Plaza Dr.,Suite 150. 21 Waterway Ave.,Suite 30089 www.lslcpas.com CA 92821 Santa Ana,CA 92701 Sacramento,CA 95833 The Woodlands,TX 77380 (714)672-0022 (714)569-1000 (916)503-9691 (936)828-4587 infoClslcpas.com