These Master Service Agreement terms (this “Agreement”) govern the professional services that Cornerstone CPA, LLC, an Arkansas limited liability company doing business as Cornerstone CPA, with its principal business address at 183 Rebecca St, Suite B, Gentry, AR 72734 and mailing address at P.O. Box 1275, Gentry, AR 72734 (the “Firm”), provides to its clients. This Agreement is incorporated by reference into each Engagement Letter the Firm enters into with a client (each, a “Client”). By signing an Engagement Letter that references this Agreement, the Client agrees to be bound by these terms, which apply to that engagement as of the effective date of that Engagement Letter (the “Effective Date”).

Article 1. Purpose and Scope

1.1 This Agreement establishes the general terms and conditions under which the Firm will provide professional accounting, tax, payroll, advisory, and related services to the Client.

1.2 Each specific engagement will be described in a separate Engagement Letter (“Engagement Letter”), which shall reference and incorporate this Agreement by reference. The Client becomes bound by this Agreement by signing such an Engagement Letter.

1.3 In the event of a conflict between this Agreement and an Engagement Letter, the Engagement Letter shall control with respect to the specific engagement it governs; in all other respects this Agreement shall control.

Article 2. Services Covered

2.1 The Firm may perform, as requested and mutually agreed, the following categories of professional services:

• Tax preparation and advisory services;

• Accounting and bookkeeping;

• Business advisory and consulting;

• Payroll processing and related compliance; and

• IRS or state representation.

2.2 This Agreement expressly excludes legal services, investment advisory services, or any other activity requiring licensure beyond the Firm’s professional capacity as certified public accountants.

2.3 Services are performed in accordance with applicable professional standards, including those of the American Institute of Certified Public Accountants (AICPA) and, for tax matters, U.S. Treasury Department Circular 230. Any additional services beyond those described in an Engagement Letter will be subject to a separate Engagement Letter or written agreement and billed accordingly.

Article 3. Term and Duration

3.1 This Agreement shall remain in effect from the Effective Date until terminated pursuant to Article 13.

3.2 If the Firm has not provided services to the Client for a continuous period of twelve (12) months, this Agreement shall automatically terminate without further action.

Article 4. Engagement Letters and Fees

4.1 Each Engagement Letter shall set forth the specific deliverables, fee arrangements, and any special terms applicable to that engagement.

4.2 The Firm’s prevailing Fee Schedule is incorporated by reference. The Firm may revise its Fee Schedule from time to time upon reasonable advance written notice to the Client, and any such revision shall apply only to engagements commenced, or recurring fee periods beginning, after the effective date of the notice.

4.3 The Firm reserves the right to require payment in advance for certain engagements.

4.4 Invoices are due upon receipt unless otherwise specified. The Firm may, in its discretion, apply a grace period of thirty (30) days before assessing late charges. Any amount that remains unpaid after the grace period may accrue a late charge of one and five-tenths percent (1.5%) per month (an annual rate of 18%) on the outstanding balance, not to exceed the maximum lawful rate permitted under the Arkansas law and other applicable law.

4.5 The Firm may suspend services or withhold deliverables for nonpayment.

4.6 Except as otherwise required by law or stated in an Engagement Letter, fees for services already performed are earned when rendered and are non-refundable.

4.7 Credit card payments are accepted; no additional processing fees apply.

4.8 Payment as a Condition of Delivery and Filing. The Firm may require payment in full of all outstanding fees as a condition of delivering, releasing, transmitting, or filing any deliverable or work product, including completed tax returns, reports, and signature or e-file authorization forms (such as IRS Form 8879), and may withhold any such work product until all fees are paid. Notwithstanding the foregoing, upon the Client’s request the Firm will return the original records and source documents the Client furnished to the Firm, in accordance with the Firm’s obligations under the AICPA Code of Professional Conduct and U.S. Treasury Department Circular 230.

Article 5. Client Responsibilities

5.1 Client shall furnish accurate and complete information and cooperate fully with the Firm.

5.2 Requested information shall be provided within a reasonable period after request.

5.3 The Firm shall be entitled to rely on information supplied by the Client and shall have no responsibility for verifying its accuracy or detecting errors, irregularities, or fraud unless specifically engaged to do so.

5.4 Client is responsible for reviewing all deliverables, including tax returns, before filing or use, and for all final decisions and management responsibilities relating to the services. Client retains responsibility for the accuracy and completeness of its records and for filing returns and making payments by applicable deadlines.

Article 6. Confidentiality and Data Protection

6.1 The Firm and Client shall each maintain the confidentiality of all non-public information obtained from one another in connection with services under this Agreement.

6.2 The Firm may disclose Client information to employees, contractors, or third-party service providers (including cloud-based systems or artificial-intelligence tools) solely for administrative, drafting, or analytical purposes and only under obligations of confidentiality.

6.3 The Firm maintains reasonable administrative, technical, and physical safeguards designed to protect Client information consistent with applicable law, including the FTC Safeguards Rule applicable to tax and accounting professionals. In the event of a data breach affecting Client’s non-public personal information, the Firm will notify Client without unreasonable delay and as required by applicable law.

6.4 The Firm may transmit information electronically, including via email. Client acknowledges that unencrypted email is not a secure medium and consents to its use unless Client instructs otherwise in writing.

6.5 The obligations of this Article shall survive termination of this Agreement.

Article 7. Record Retention

7.1 The Firm shall retain engagement documentation and client records in accordance with AICPA best-practice standards, generally:

• Tax return files (7 years);

• Workpapers and supporting documentation (7 years);

• Electronic communications (3 years).

7.2 After the applicable retention period, the Firm may securely destroy such records without further notice to Client.

Article 8. Intellectual Property and Work Product

8.1 All working papers, templates, methodologies, software, and know-how developed or used by the Firm shall remain the exclusive property of the Firm.

8.2 Client shall receive only the final deliverables (e.g., tax returns, reports) for its own internal use and may not reproduce, distribute, or disclose them to third parties without the Firm’s prior written consent, except as allowed or required by law.

Article 9. Independent Contractor

9.1 The Firm is an independent contractor and not an employee, agent, fiduciary, or representative of the Client, except as may be necessary for authorized tax or regulatory filings.

Article 10. Limitation of Liability

10.1 The Firm’s aggregate liability to the Client for any claim arising out of this Agreement or any engagement shall not exceed the total fees actually paid by the Client for the specific engagement giving rise to the claim.

10.2 In no event shall either party be liable for any indirect, incidental, consequential, special, or punitive damages, or for lost profits, arising out of or relating to this Agreement, even if advised of the possibility of such damages.

10.3 No claim shall be brought more than one (1) year after the earlier of (a) discovery of the facts giving rise to the claim or (b) completion of the services from which the claim arises, except where a longer period is required by applicable law.

10.4 Nothing in this Article limits any liability that cannot be limited or excluded under applicable law, including liability arising from fraud, willful misconduct, or gross negligence.

Article 11. Dispute Resolution

11.1 Good-Faith Resolution. Except for matters within the carve-out in Section 11.5, the Firm and Client shall attempt to resolve any dispute arising out of this Agreement or any engagement first by good-faith negotiation, and if that does not resolve the dispute, by mediation in Benton County, Arkansas.

11.2 Arbitration. Except for matters within the carve-out in Section 11.5, if mediation does not resolve the dispute, the dispute shall be submitted to binding arbitration before a single neutral arbitrator under the applicable rules of the American Arbitration Association. Where the dispute involves services obtained primarily for personal, family, or household purposes, the AAA Consumer Arbitration Rules shall apply.

11.3 Judgment on the award may be entered in any court of competent jurisdiction.

11.4 Governing Law and Venue. This Agreement shall be governed by and construed under the laws of the State of Arkansas. Subject to Section 11.5, venue for any mediation, arbitration, or permitted court action shall lie exclusively in Benton County, Arkansas, and the Client consents to the personal jurisdiction of the courts and arbitral forum located there.

11.5 Small Claims Carve-Out. Notwithstanding Sections 11.1 and 11.2, either party may bring and maintain an individual action in the Small Claims Division of the District Court of Benton County, Arkansas, or another court of competent jurisdiction over small claims, for any claim within that division’s jurisdictional limit, without any obligation to first mediate or arbitrate. If such an action is transferred or removed from the small claims division for any reason, including a party’s retention of legal counsel, the Firm may elect either to proceed in the District Court Civil Division or to require that the dispute be resolved by arbitration under Section 11.2.

Article 12. Non-Solicitation and Non-Disparagement

12.1 For a period of twelve (12) months following the conclusion of any engagement, Client shall not directly or indirectly solicit, recruit, or employ any employee of the Firm without the Firm’s prior written consent.

12.2 Neither party shall make or publish any statement it knows to be false or misleading about the other, its personnel, or services. Nothing in this Section restricts either party from making truthful statements, providing honest reviews or feedback, responding to lawful subpoenas, or making disclosures required by law or to a governmental or regulatory authority. A knowing and material violation of this Section entitles the non-breaching party to pursue injunctive relief and recovery of damages.

Article 13. Termination

13.1 Either party may terminate this Agreement or any active engagement upon thirty (30) days’ written notice.

13.2 The Firm may terminate this Agreement immediately for nonpayment, misconduct, or material breach by the Client.

13.3 Upon termination, the Firm shall be entitled to payment for all services performed and expenses incurred to the termination date, may retain any unpaid fees, and may recover its Costs of Collection as defined in Section 13.4.

13.4 Costs of Collection. “Costs of Collection” means all reasonable costs and expenses the Firm incurs in collecting any past-due amount, including without limitation: court filing fees and court costs; service-of-process, sheriff, and process-server fees; mediation and arbitration filing and administrative fees and mediator or arbitrator compensation; collection-agency fees and contingency commissions; reasonable attorneys’ fees to the extent permitted by applicable law and by the rules of the forum; the costs of obtaining, registering, domesticating, and enforcing a judgment in any jurisdiction, including under any Uniform Enforcement of Foreign Judgments Act or equivalent; and all accrued late charges. To the fullest extent permitted by Arkansas Code Annotated Section 16-22-308 and other applicable law, the Firm shall be entitled to recover its reasonable attorneys’ fees as the prevailing party in any arbitration or court action, other than a small claims action in which attorneys are not permitted, brought to collect amounts due under this Agreement or any Engagement Letter.

Article 14. Electronic Communication and Execution

14.1 Client consents to conduct business and exchange documents electronically, including through email and secure online portals.

14.2 Electronic signatures shall have the same legal effect as originals.

14.3 This Agreement and any Engagement Letter that incorporates it may be accepted and executed electronically, including in counterparts, each of which shall be deemed an original and all of which together constitute one and the same instrument.

Article 15. Notices

15.1 Any notice required under this Agreement shall be in writing and delivered by email to the address each party has provided, through the Firm’s secure client portal, or by mail to the Firm at P.O. Box 1275, Gentry, AR 72734 and to the Client at its address of record. Notice is deemed given upon confirmed electronic delivery or three (3) business days after mailing.

Article 16. General Provisions

16.1 Amendments. The Firm may update or amend this Agreement from time to time. The Firm will provide notice of any material amendment by email, through the secure client portal, or by posting the updated Agreement at this page, and will identify the effective date, which shall be at least thirty (30) days after notice. Amendments apply prospectively only, to services performed or recurring fee periods beginning on or after the effective date. The Client’s continued use of the Firm’s services after the effective date, or the Client’s execution of any Engagement Letter that incorporates this Agreement, constitutes acceptance of the amended Agreement. If the Client does not agree to a material amendment, the Client’s sole remedy is to terminate under Article 13 before the effective date. No amendment reduces obligations either party already incurred before the effective date.

16.2 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except that the Firm may, without the Client’s consent, (a) engage subcontractors or third-party service providers as described in Article 6, and (b) assign this Agreement to a successor in connection with a merger, acquisition, sale of the Firm, or transfer of all or substantially all of its assets. This Agreement binds and benefits the parties and their permitted successors and assigns.

16.3 Force Majeure. Neither party shall be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, illness, labor disruptions, utility or internet outages, or governmental action.

16.4 No Legal Advice. The Firm does not provide legal advice, and no portion of the services or deliverables should be construed as a substitute for legal counsel.

16.5 Entire Agreement. This Agreement, together with any Engagement Letter, constitutes the entire agreement between the Firm and Client and supersedes all prior oral or written understandings.

16.6 Severability. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

16.7 Waiver. Failure to enforce any provision shall not constitute a waiver of future enforcement.