Extract to table

This engagement letter shall become effective upon execution by both parties; provided, however, that any services rendered by the Firm prior to execution shall be deemed to have been performed under the terms set forth herein

The Firm's analysis will address the applicability and requirements of Section 721 of the Code (governing tax-free contributions to a partnership) and/or Section 351 of the Code (governing tax-free contributions to a corporation), depending on the entity classification of the receiving entity, and will identify the conditions that must be satisfied to achieve tax-deferred treatment

2 Fee Cap Total fees and expenses billed under this engagement (exclusive of government filing fees, courier charges, and similar third-party disbursements incurred on behalf of the Client) shall not exceed $2,000,000 (Two Million Dollars) without the prior written consent of the Client

If the Client has a good-faith dispute regarding any portion of an invoice, the Client shall notify Calderwood & Harkness in writing within fifteen (15) days of receipt of the invoice, specifying the nature of the dispute

The undisputed portion of the invoice shall remain due within the standard payment period

Travel expenses, if any, shall be subject to the Client's travel policy, a copy of which the Client will provide to Calderwood & Harkness upon request