“Agreement” refers to the Master Services Agreement between the Client and The Sights Group.
“Services”refers to the accounting, finance, tax, consulting, and advisory services provided by The Sights Group.
“Statement of Work (SOW)” or “Engagement Letter” refers to the mutually agreed document detailing project scope and deliverables.
“Work Product” refers to all information, reports, studies, analyses, software, object or source code, flow charts, diagrams, documentation, materials, methods, processes, products, and any other tangible or intangible material generated by The Sights Group in performing the Services.
“Client Information Assets” refers to all data and information submitted to, obtained, or learned by The Sights Group in connection with the Services provided under the Agreement.
2. WORKING RELATIONSHIP OF THE PARTIES
Nothing in this agreement shall be interpreted to establish a relationship between the Client and The Sights Group as principal and agent, employer and employee, partners, fiduciaries, or joint venturers. Neither party shall have the authority to bind or obligate the other, nor shall they represent themselves as having such authority. The Sights Group and its personnel shall not be eligible to participate in or receive benefits from any of the Client’s benefit or welfare plans, including but not limited to, workers’ compensation programs. The Sights Group shall bear sole responsibility for the compensation and working conditions of its employees and assistants. For the avoidance of doubt, The Sights Group and its employees or agents are not employees of the Client. The Sights Group operates as an independent contractor, and its employees act solely as agents of the independent contractor. Neither party shall assert, directly or indirectly, that The Sights Group or its personnel are employees or authorized agents of the Client.
The Sights Group is responsible for supplying all tools, equipment, and other resources necessary to perform the Services. However, at its sole discretion, the Client may provide The Sights Group with proprietary tools, including but not limited to computers pre-installed with software commonly used by the Client.
During the term of this Agreement and for a period of twelve (12) months thereafter, neither The Sights Group nor the Client shall, without prior written consent from both parties, hire, solicit, encourage, induce, or attempt to induce, nor assist any third party in inducing or attempting to induce, any individual employed by the other party during the engagement to terminate their employment or to engage in direct employment with the soliciting party. A breach of this provision shall entitle the aggrieved party to claim liquidated damages from the breaching party in an amount equal to one hundred fifty percent (150%) of the solicited individual’s annual compensation. The obligations set forth in this section shall survive the termination, expiration, or any other conclusion of this Agreement.
3. QUALIFICATIONS AND STANDARDS
The Sights Group shall be responsible for ensuring the professional quality, technical accuracy, and completeness of all reports, surveys, specifications, and other deliverables provided under this Agreement. Prior to submission to the Client, The Sights Group shall validate all work and promptly correct or revise any errors or deficiencies identified by the Client. If The Sights Group fails to rectify any deficiencies within a reasonable period, not exceeding thirty (30) days following written notification from the Client, the Client shall have the right to terminate the applicable Statement of Work or Engagement Letter and receive a prorated refund of fees paid, based on the services rendered up to the termination date.
The Sights Group represents and warrants to the Client that:
The Sights Group possesses the necessary personnel, skills, experience, and resources to provide the Services as required under this Agreement.
The Sights Group holds all licenses, permits, and regulatory approvals necessary to fulfill its obligations hereunder.
The Sights Group is financially capable of meeting all obligations under this Agreement and shall make timely payments to any third-party providers engaged in connection with the Services.
The Sights Group is not bound by any contract, commitment, or other obligation that would conflict with or hinder its performance under this Agreement.
Unless otherwise specified in an applicable Statement of Work or Engagement Letter, all Services will be performed in accordance with industry-recognized professional standards, including U.S. Generally Accepted Auditing Standards (GAAS) and U.S. Generally Accepted Accounting Principles (GAAP) and will be conducted in a timely and efficient manner in the best interests of the Client.
The Sights Group will comply with all applicable federal, state, and local laws and regulations in the performance of its obligations.
Each Statement of Work or Engagement Letter provided by The Sights Group is free from any liens, claims, security interests, or other encumbrances.
The Sights Group’s provision of deliverables and performance of Services will not infringe upon or violate any third party intellectual property rights, including, but not limited to, patents, copyrights, or other proprietary rights, nor any applicable laws or regulations.
The Sights Group is not currently subject to any disciplinary sanctions that suspend or bar it from acting as an associated person of a registered public accounting firm or any Securities and Exchange Commission (SEC) order under Rule 102(e) of the SEC’s Rules of Practice that would suspend or deny the privilege of appearing or practicing before the SEC. The Sights Group shall promptly notify the Client in writing within forty-eight (48) hours of any pending or active sanctions. The Client reserves the right to immediately terminate this Agreement if any such sanctions are imposed, which may impair The Sights Group’s ability to perform its obligations or impact the Client’s engagements with its own clients.
Before commencing any Services under the applicable Statement of Work or Engagement Letter, The Sights Group shall, in accordance with its established policies and procedures—maintaining a standard not lower than Usual and Customary Practices—conduct pre-employment reviews of all professionals assigned to perform such Services. The Sights Group shall retain evidence of these pre-employment reviews in compliance with applicable local laws and standards. Upon the Client’s request and to the extent permitted by law, The Sights Group shall confirm its adherence to its established policies and Usual and Customary Practices. Additionally, the parties acknowledge that any further requirements regarding the professional qualifications of The Sights Group’s personnel, as requested by the Client, may be specified in a mutually agreed-upon Statement of Work or Engagement Letter. For the purposes of this Agreement, “Usual and Customary Practices” refers to the commonly accepted commercial practices, professional responsibilities, and standards (excluding legal or regulatory requirements) applicable to the provision of professional services similar to those described herein within the specific country where The Sights Group is performing the Services.
4. INDEPENDENCE
The Sights Group shall not, at any time, engage in any arrangement with the Client that could compromise the Client’s independence or prevent the Client from providing independent accounting services to its clients. For the purposes of this Agreement, “independence” shall be defined in accordance with the Code of Professional Conduct of the American Institute of Certified Public Accountants (AICPA) and the rules established by the California State Board of Accountancy.
5. OWNERSHIP OF WORK PRODUCT
All Work Product received or created by The Sights Group under this Agreement shall be and remain the exclusive property of the Client.
Without limiting the foregoing, all Work Product shall be deemed “work made for hire.” In the event any Work Product is determined not to qualify as “work made for hire” under applicable law, The Sights Group hereby irrevocably assigns and transfers to the Client all rights, title, and interest in such Work Product, including, but not limited to, rights of reproduction, manufacturing, and moral rights, in all languages, throughout the universe and in perpetuity, in any and all media and formats now known or hereafter developed. The Sights Group shall ensure that its employees, agents, and subcontractors, if applicable, promptly execute all necessary applications, registrations, assignments, and other documents to effectuate this transfer.
The Sights Group shall promptly deliver all Work Product to the Client upon completion, or earlier if requested, regardless of its stage of development. Both parties shall, at their own expense, execute and deliver any necessary documents, agreements, or instruments, and take any further actions reasonably required to fulfill the intent and purpose of this provision.
Without the Client’s prior written consent, The Sights Group shall not engage in any activities—independently or in collaboration with third parties—or utilize third-party facilities or intellectual property in the performance of Services that could give rise to third-party claims of ownership over any Work Product.
The Sights Group agrees that it shall not reuse, disclose, or publish any Work Product without the Client’s express written authorization, and shall maintain the confidentiality of all Work Product indefinitely in accordance with the terms of this Agreement.
In the event of termination of this Agreement, The Sights Group shall promptly return to the Client all copies of Client data, records, and materials, including any materials containing the Client’s proprietary information and all Work Products created under this Agreement. Additionally, The Sights Group shall provide the Client with all works in progress or partially completed deliverables.
6. INFORMATION SECURITY
The Sights Group represents and warrants that it has established and will maintain a comprehensive information security program that includes administrative, technical, and physical safeguards designed to protect the security, integrity, and confidentiality of the Client’s data and Information Assets accessed or stored by The Sights Group. These safeguards shall comply with applicable laws, regulations, and professional standards to prevent unauthorized access, disclosure, or other threats to the Client’s information. The Sights Group’s information security measures shall include, but are not limited to, the following:
All electronically stored Client Information Assets must be encrypted using Bitlocker or an equivalent encryption method; password-protected to prevent unauthorized access; and secured with up-to-date antivirus software.
The Sights Group shall implement physical security controls to prevent unauthorized access to Client Information Assets, whether stored electronically or in paper format, and limit access strictly to personnel necessary to perform the Services.
The Sights Group shall not connect to the Client’s network without prior written authorization from the Client’s IT Director and under direct supervision.
The Sights Group shall promptly notify the Client upon discovery of any Security Incident, defined as the loss, theft, or misplacement of any Client Information Assets or any actual or attempted unauthorized access, use, or disclosure of Client Information Assets. The Sights Group shall fully cooperate with the Client’s investigation and remediation efforts in response to any such incident.
The Sights Group agrees to abide by the Client’s “Technology Policies and Procedures” and any applicable data protection and/or privacy laws, rules, and/or regulations.
7. INSURANCE
During the term of this Agreement, The Sights Group shall maintain workers’ compensation insurance in the amount required by law, comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000), comprehensive cyber insurance inclusive of all available first-and third-party coverages with coverage of at least one million dollars ($1,000,000), and professional errors and omissions insurance with coverage of at least one million dollars ($1,000,000) in connection with the provision of Services under this Agreement. The Sights Group’s commercial general liability policy shall name the Client, including its affiliates, partners, principals, directors, officers, and employees, as additional insureds. All required insurance policies shall be maintained with insurers rated no lower than “A-VII” by AM Best or an equivalent rating agency. The Sights Group shall promptly notify the Client in writing of any material changes to the required insurance coverage, including cancellation or non-renewal.
8. AUDIT RIGHTS
For a period extending two (2) years beyond the expiration or earlier termination of this Agreement, The Sights Group shall maintain accurate and complete books and records relating to all Services and deliverables provided to Client hereunder, including, without limitation, fees, timesheets, expenses, receipts, and supporting documentation.
While this Agreement remains in effect and for two (2) years thereafter, Client and its designated representatives (including third parties), at all reasonable times, shall have complete audit rights of such books and records, including examination, photocopying, and taking extracts, and The Sights Group, at its sole cost and expense, shall cooperate fully with the audit requests of Client; provided that Client shall use any materials relating to such books and records which are removed from The Sights Group’s files at Client’s own risk and agrees The Sights Group shall have no liability arising from the use of such material by Client or any third party unless such materials are used to evidence a breach of this Agreement by The Sights Group.
While this Agreement remains in effect, Client and its designated representatives (including third parties), at all reasonable times, shall have the right to audit The Sights Group’s compliance with maintaining the physical and information systems safeguards necessary under this Agreement and applicable laws to prevent unauthorized access to or use of Client Information Assets. The Sights Group shall cooperate fully with the audit requests of the Client.
The provisions of this Section shall survive the expiration or earlier termination of this Agreement.
9. NOTICE
All notices, communications, and statements required or permitted under this Agreement shall be in writing and delivered by one of the following methods: (a) by personal delivery to the address specified in the Master Service Agreement for the receiving party, in which case notice shall be deemed received upon delivery; or (b) by email to the authorized signatory’s email address provided by the Client, in which case notice shall be deemed received upon successful transmission, provided that no delivery failure notification is received.
10. SEVERABILITY
If any term, provision, condition, or portion of this Agreement, or its application, is found to be invalid, unenforceable, or inoperative, the remainder of the Agreement, or the application of such term or provision to circumstances or individuals other than those to which it is deemed invalid or unenforceable, shall remain unaffected and continue in full force and effect.
11. CONSTRUCTION
This Agreement, along with any Statement of Work or Engagement Letter, shall be deemed to have been jointly prepared by both parties and their respective counsel through negotiation. As such, no provision of this Agreement, Statement of Work, or Engagement Letter shall be construed against either party based on the fact that they or their counsel were responsible for its drafting.
12. ENTIRE AGREEMENT
The provisions of this Agreement represent the entire understanding between the parties regarding the Services and supersede all prior agreements, whether oral or written, as well as any other communications related to the Services, except for the applicable Statement(s) of Work or Engagement Letter.
13. MEDIATION
Before initiating any arbitration or legal action, the parties agree to first engage in mediation through the JAMS mediation service. If either party fails to propose or participate in mediation before pursuing further dispute resolution procedures, they shall forfeit the right to recover attorneys’ fees as the prevailing party in the dispute.
