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The mediation will be treated as a settlement discussion and, therefore, will be confidential. The mediator may not
<br /> testify for either party in any later proceeding related to the dispute. No recording or transcript shall be made of the
<br /> mediation proceedings. The costs of any mediation proceedings shall be shared equally by all parties. Any costs for
<br /> legal representation shall be borne by the hiring party.
<br /> LIMITATION OF LIABILITY
<br /> LSL liability for all claims,damages,and costs arising from this engagement is limited to three(3)times the total amount
<br /> of fees paid by you to us for services rendered under this letter.
<br /> INDEMNIFICATION
<br /> You agree to hold LSL harmless from any and all claims which arise from knowing misrepresentations to us by your
<br /> management, or the intentional withholding or concealment of information from us by your management. You also
<br /> agree to indemnify us for any claims made against us by third parties,which arise from any of these actions by your
<br /> management.The provisions of this paragraph shall apply regardless of the nature of the claim.
<br /> DESIGNATION OF VENUE AND JURISDICTION
<br /> In the event of a dispute, you and we agree that the courts of the state of California shall have jurisdiction, and we
<br /> agree to submit all disputes to the Superior Court of Orange,California,which is the proper and most convenient venue
<br /> for resolution.We also agree that the law of the state of California shall govern all such disputes.
<br /> PROPRIETARY INFORMATION
<br /> You acknowledge that proprietary information, documents, materials, management techniques and other intellectual
<br /> property we use are a material source of the services we perform and were developed prior to our association with you.
<br /> Any new forms, software, documents or intellectual property we develop during this engagement for your use shall
<br /> belong to us, and you shall have the limited right to use them solely within your business. All reports, templates,
<br /> manuals, forms, checklists, questionnaires, letters, letters and other documents which we make available to you are
<br /> confidential and proprietary to us.Neither you,nor any of your agents,will copy,electronically store,reproduce or make
<br /> available to anyone other than your personnel, any such documents.This provision will apply to all materials whether
<br /> in digital,"hard copy"format or other medium.
<br /> STATUTE OF LIMITATIONS
<br /> You agree that any claim arising out of this letter shall be commenced within one(1)year of the delivery of the work
<br /> product to you, regardless of any longer period of time for commencing such claim as may be set by law. A claim is
<br /> understood to be a demand for money or services, the service of a suit, or the institution of arbitration proceedings
<br /> against us.
<br /> TERMINATION AND WITHDRAWAL
<br /> We reserve the right to withdraw from the engagement without completing services for any reason, including, but not
<br /> limited to, your failure to comply with the terms of this letter or as we determine professional standards require. If our
<br /> work is suspended or terminated, you agree that we will not be responsible for your failure to meet governmental and
<br /> other deadlines,or for any liability, including but not limited to,penalties or interest that may be assessed against your
<br /> resulting from your failure to meet such deadlines.
<br /> If this letter is terminated before services are completed,you agree to compensate us for the services performed and
<br /> expenses incurred through the effective date of termination.
<br /> ASSIGNMENT
<br /> All parties acknowledge and agree that the terms and conditions of this Letter shall be binding upon and inure to the
<br /> parties'successors and assigns, subject to applicable laws and regulations.
<br /> INSURANCE
<br /> Lance, Soli & Lunghard CPAs agree to meet all insurance requirements in attachment A as provided by the City of
<br /> Santa Ana, CA.
<br /> SEVERABILITY
<br /> If any portion of this Letter is deemed invalid or unenforceable,said finding shall not operate to invalidate the remainder
<br /> of the terms set forth in this Letter.
<br /> elf PrimeGlobal
<br /> 203 N.Brea Blvd.Suite 203,Brea, 1611 E.Fourth Sheet.Suite 200, 2151 River Plaza Dr.,Suite 150, 21 Waterway Ave..Suite 30089 www.islcpas.com
<br /> CA 92821 Santa Ana,CA 92701 Sacramento.CA 95833 The Woodlands,TX 77380
<br /> (714)672-0022 (714)569-1000 (916)503-9691 (936)828-4587 info@Islcpas.com
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