Professional Partnership Program Tax Resolution Service Aagreement

Professional Partnership Program Tax Resolution Service Aagreement This Service Agreement (this "Agreement") is made effective as of May 12, 2014, by and between Liberty Tax Service Franchise Owner, of,, and DM3 Ventures,Inc dba: Whitewood Solutions of 1231 Gateway Centre Parkway, Richmond, Virginia 23235. In this Agreement, the party who is contracting to receive services will be referred to as ""Zees"," and the party who will be providing the services will be referred to as "Whitewood." 1. DESCRIPTION OF SERVICES. Beginning on, 2014, Whitewood will provide to "Zees" the following services (collectively, the "Services"): The company will provide the Liberty Franchise Owner with paralegal/support staff in regards to tax resolution cases that are retained by the Liberty Franchise Owner for Liberty Franchise Owner s clients. It will be the responsibility of the Liberty Franchise Owner to manage the case, and assist the company s case specialist in gathering the necessary documents from the client in order for the company to complete the services as agreed. The monthly charge for servicing up to 25 client case files annually will be $346 per month and each additional case over 25 that is serviced by the company will be billed separately at a fee of $395 per case file. See Exhibit C for Convention Special A client case file is defined as any work performed by the company on behalf of the Liberty Franchise Owner. This includes account reviews, levy releases or any other work performed by the company on a client case file. The required payment of company s fees will be paid by Liberty Franchise Owner to company 30 days in advance which means that the first and last month s payments are due at agreement signing plus any training fee selected by the Liberty Franchise Owner. If the credit card on file declines for any reason, a $50 service charge will be added to the amount due for every 7 days that the balance remains unpaid. After 30 days of non-payment, the Liberty Franchise Owner will be considered in default and banned from the program for up to 12 months solely at the discretion of Whitewood. In the event of default, the entire agreement balance will become due immediately for services rendered from attempting to cure the default. Page 1 of 8

The tax professionals of the company will co-endorse with the Liberty Franchise Owner (if so desired) on each 2848, which will enable both the company, and the Liberty Franchise Owner, to access and manage the Liberty Franchise Owner s clients case files at the government level. At the request of the Liberty Franchise Owner, the company will pull all records, prepare all government forms necessary for each case file and send directly to the Liberty Franchise Owner for approval. Upon approval, the Liberty Franchise Owner will present to the client for approval and mail to the respective taxing authority. Negotiations with the taxing authority shall be the responsibility of the company and Liberty Franchise Owner, and subject to final approval by the Liberty Franchise Owner, as long as the payment terms of this agreement are met. A case will be considered complete once the Liberty Franchise Owner s client has any resolution agreement in place with the taxing authority such as OIC, IA, PPIA, CNC, or a levy released as per contract written by Liberty Franchise Owner Whitewood will execute the following: Pull IRS Income transcripts and IRS master file transcripts Analyze the client s financial situation and plan/recommend a resolution Complete all IRS and/or State Taxing Authority paperwork necessary to place client in the resolution program that is subject to Liberty Franchise Owner and Liberty Franchise Owner client approval Provide (1) one IRS logics software log-in ID to Liberty Franchise Owner and sample contracts Negotiate suggested terms, conditions, and amounts of repayment through the best relief program available for each case file with the IRS and/or State Taxing Authority, subject to approval by Liberty Franchise Owner Provide Liberty Franchise Owner with updates bi-weekly or by request from Liberty Franchise Owner Provide an In-House Case Specialist to ASSIST in requesting docs on Liberty Franchise Owner behalf Provide a direct link to Liberty Tax Service Main Public Site to obtain information from our company website www.fixmytaxproblem.com site Provide an Online Training Manual for information and support purposes Provide a Financial Services Director or a Regional Support Manager for support Abide by all business laws and regulations applicable as a Liberty Franchise Owner and State/Federal levels Agree to hold harmless Liberty Tax Franchise Owners and/or Liberty Corporate for any issues related to the client s case file Never make guarantees to a client or offer specific solutions (e.g. OIC). Page 2 of 8

Liberty Franchise Owner will execute the following: Review and manage all proposed agreements / solutions presented for client s case resolution Scan and email contracts immediately along with 2 copies of POA (Forms 2848 & 8821) to ensure case is started quickly Assist in gathering and delivering to the company requested support documents from client Use the Client Contracts and 7216 Use and 7216 Disclosure forms that are in the System Upload the Client Contracts and 7216 Forms into Logics within 24 hours of being signed Pay $346 per month for up to 25 case files annually for paralegal support, document preparation, and negotiation (Note: $395 per case file for each case over 25 annually) Pay $395 for every OIC accepted by the IRS or State Taxing Authority Maintain communication with the clients and note all communications into IRS Logics Abide by all business laws and regulations applicable as a Liberty Franchise Owner and State/Federal levels Agree to hold harmless the company for any issues related to the client s case file Never make guarantees to a client or offer specific solutions (e.g. OIC). 2. PAYMENT FOR SERVICES. In exchange for the Services "Zees" will pay compensation to Whitewood for the Services in monthly installment payment(s) of $346.00 each. They also agree to pay a one-time OIC acceptance fee of $395 for each OIC accepted by the IRS and/or State Taxing authority. Liberty Franchise Owner agrees to pay a $295 set-up/training fee which is paid for training, CPU setup and agreement creation. This set-up fee is separate from the on-going $346 monthly participation fee which is paid to company for servicing up to 25 cases annually, preparing memorandums, Logics software, on-going training, client follow-up and support which will be debited approximately 30 days after your enrollment date for a period of no less than 12 months unless cancelled and the early termination fee is paid.(see Exhibit B) The set-up/training fee, first monthly and last monthly payments are due in full as of the date of this agreement. Initial Payment to participate is $987. See Exhibit B for Detailed Pricing Structure Chart. 3. TERM. This Agreement is a 12 Month Agreement beginning on the date signed by the Zee and the annual balance due for the service agreement is $4447 which includes the $295 setup/training fee. This agreement will automatically renew after the 12 th month for an additional 12 months unless written notice to cancel is received by Whitewood 30 days prior to contract end date. An Early Termination is available for a fee of $995. This is to ensure that all clients that are being serviced by Whitewood on behalf of the Zee remain serviced even though the Zee has exercised their option to Opt-Out of the program. If Whitewood should close, declare bankruptcy or sell transfer more than 51% ownership to a new owner this agreement will be declared VOID and a new agreement must be signed to continue with the program. If a Zee terminates their agreement with Whitewood or defaults on the terms of this agreement, Whitewood shall continue to work on their case until a final resolution occurs. Whitewood shall Page 3 of 8

have the right to pursue the fees associated to this case file directly from the client should the Zee default. In the event of an early termination by the Zee, Whitewood will continue to service the case file through the final resolution. See Exhibit A for Early Termination Details. 4. CONFIDENTIALITY. Whitewood, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Whitewood, or divulge, disclose, or communicate in any manner, any information that is proprietary to "Zees". Whitewood and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement. Liberty Zees, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Liberty Zees, or divulge, disclose, or communicate in any manner, any information that is proprietary to "Whitewood". Liberty Zees and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement for a period of no less than 5 years. 5. WARRANTY. Whitewood shall provide its services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in Whitewood's community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to Whitewood on similar projects. Whitewood will file all POA s and negotiate with the IRS and State taxing authorities on behalf of the Zee clients until a final resolution is in place. A Final Resolution is considered an Installment Agreement, Partial Payment Installment Agreement, Offer In Compromise or a Currently Not Collectable Status being placed on the clients collection account with the IRS or State Taxing authority. 6. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement. 7. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties. 8. SEVERABILITY. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by Page 4 of 8

limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. 9. AMENDMENT. This Agreement may be modified or amended in writing, if the writing is signed by the party obligated under the amendment. 10. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of Virginia. 11. NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing. 12. ASSIGNMENT. Neither party may assign or transfer this Agreement without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld. 13. SIGNATORIES. This Agreement shall be signed on behalf of Liberty Tax Service Franchise Owners by Franchise Owner, Owner and on behalf of DM3 Ventures,Inc dba: Whitewood Solutions by Darin Branch, CEO and effective as of the date first written above. Service Recipient: Liberty Tax Service Franchise Owners By: Store ID#: Franchise Owner Service Provider: DM3 Ventures,Inc dba: Whitewood Solutions By: Darin Branch, Founder/CEO Page 5 of 8

Exhibit A Early Termination Fee Disclosure If you desire to terminate this agreement early, you may do so at any time by simply paying our early termination fee of $995. This fee will be reduced by the last month s payment which is paid at the agreement signing leaving a balance due to terminate early of $649. By signing this agreement, you understand that the early termination fee is required to be paid if you choose to terminate this agreement before the 12 month term has been completed. You are aware that the last month s payment of $346 which was paid up-front will be forfeited plus an additional charge of $649 must be paid to end this agreement without further penalty and to continue work on cases submitted prior to cancellation. Signature: Date: Exhibit B Pricing Outline Zees Will Pay Whitewood as Follows: $346 Per Month to service up to 25* Cases Annually (*Convention Special is 50 Cases) $395 per case for cases over 25* on a 12 month basis (*Convention Special is over 50 Cases) A $295 Training/Set-Up Fee at Agreement Signing A $395 OIC Acceptance Fee for every OIC accepted by IRS and/or State Taxing Authority A $49 per month IRS Logics User Fee for every ADDITIONAL Log-In Requested by Zee over the initial (1) One Log-In provided as part of the program Signature: Date: Page 6 of 8

Exhibit C Convention Special Addendum Under the Convention Special for Zees that proactively enroll into our program before June 1 st 2014, anyone receiving this signed exhibit as part of their agreement will be receiving a BONUS of 25 cases serviced annually by Whitewood Solutions for the same $346 per month fee stated in the original agreement. By signing this exhibit, you understand that the original agreement is being modified by this exhibit to include a BONUS of 25 case files serviced by Whitewood Solutions for the same fee as listed in the original agreement. To sum it all up, this signed exhibit is entitling the Zee listed below to the servicing of 50 case files by Whitewood Solutions and therefore they are not limited to the 25 case files. Signature: Date: Key Points To Being Successful In Tax Resolution Under Promise and Over Deliver Promote Your Tax Help Business in the Community Learn By Reading Our Desk Reference Manual and Online Videos Communicate weekly or bi-weekly with your clients to keep them informed Do NOT make promises but simply ENSURE that we WILL HELP Watch Logics and Communicate with Whitewood Frequently USE your Regional Support Manager for questions about Tax Resolution Tell EVERYONE that you know how you can help people they know by releasing wage levy s and bank levy s STAY IN CONSTANT COMMUNICATION WITH US AND YOUR CLIENTS Page 7 of 8

Professional Partnership Program Direct DebitAgreement Franchise Owner: Billing Address: City: State: Zip: Credit/Debit Card # Exp. Date Type of Card: CVC/ Sec. Code: I, understand that all fees related to contracts submitted to Whitewood Solutions will be automatically debited from the above account. I, understand the First (1 st ) Month s Payment of $346, Last Month s Payment of $346 plus my Initial One-Time Set-Up/Training fee of $295 is to be debited from the above account within 48 hours of an executed agreement by all parties involved. Initial Here The total amount of the initial draft will be $987. Moving forward, the monthly participation fee of $346 will be debited from the same account approximately 30 days after your enrollment date. Initial Here By signing this agreement, I authorize Whitewood Tax Solutions to draft my account as per the signed agreements which accompany this form. By signing below, you agree to the terms of the direct debit agreement, and will ensure proper funds are available at the required times. You also agree that you are the owner of the listed account and you have the right to allow us to draft this account. Any issues/disputes must be resolved through arbitration in Richmond, VA at a location chosen by Whitewood Solutions before any further legal action can be taken by signing party. Signature: Date: Page 8 of 8