Introduction. The Engineered Advisory Accelerator is a resource hub for mid-market public accounting firms to connect with trusted consultative resources to allow them to better provide exceptional service to clients by functioning as trusted in-depth advisors. The program offers CPAs access to a full range of advisory services outside of their personal expertise. Accounting Firm Members have access to Client Advisory Partners, strengthening their network and building meaningful relationships. 

Agreement and Term. The following sets forth an Accounting Firm Membership Agreement (the "Agreement") between Ability Resources, LLC ("ABLE") and the Member named below ("Member"), and is effective upon the signing date (the "Effective Date"). The initial term of this Agreement is for one year, commencing on the Effective Date (the "Initial Term"). This Agreement will automatically renew for additional one-year periods (each, a "Renewal Term" and collectively with the Initial Term, the "Term") unless either party delivers written notice to the other party of its intent to terminate this Agreement at least 30 days prior to the expiration of the then-current Term. Membership under this Agreement is made subject to the General Terms in Exhibit A of this Agreement, attached hereto and incorporated herein by this reference. 

Fees. In consideration for the services, opportunities, and access to be provided by ABLE as described in Part Two below, Member will pay ABLE an annual Membership Fee, the amount of which will be dependent upon Member's annual firm revenue. For Members whose annual revenue is less than $3 million, the Membership Fee will be equal to $1,000.00 annually, with such fees due annually within 30 days following each anniversary of the Effective Date.

Membership Benefits 

• Complimentary attendance for two (2) individuals at the annual HABU Accelerator Conference  
• Limited, up to three (3) users, TGP subscription, which is a CRM built specifically for CPAs 
• With participation, access to the Rosenberg Survey 
• Access to Engineered Advisory Accelerator learning management system with course and resources provided by Advisory Accelerator members 
• Access to the Net Promoter Score Survey System 
• Up to 40 CPE Hours (Live and/or On Demand) 
• Access to all Advisory Accelerator Members and Advisors 

IN WITNESS WHEREOF, the parties have executed this Agreement, intending to be bound by all of Part One, Part Two and Exhibit A as of the last date of execution written below. 

EXHIBIT A 

General Terms 

1. Trademarks: Each party will have a limited, non-exclusive right to use the other party's name and trademarks solely in reference to the membership described in this Agreement. All uses of the other party's name and trademarks will be subject to such other party's prior approval, and such license to use the name and trademarks will expire immediately upon termination of this Agreement; provided, however, that ABLE will be permitted a reasonable period after the date of termination to phase out the use of Member's name and trademarks in acknowledgements and other materials. Neither party will modify or alter the name or trademarks of the other party, and each party will respect the trademark policies of the other.  
2. Indemnification: Member will indemnify, defend and save harmless ABLE (including its officers, employees and agents) from all third-party claims, actions, damages, losses or expenses of every kind and description, including reasonable attorneys' fees and costs, made against or suffered by ABLE in any way relating to or based upon ABLE's use of Member's name or trademarks, the operations, services and products of Member, the actions of any of Member's employees or agents, or in any other way arising out of or related to the membership hereunder, as permitted or authorized herein. 
3. Insurance: Each party will obtain and maintain throughout the term of this Agreement, such insurance as required or appropriate in connection with its obligations and performance under this Agreement. 
4. Force Majeure: Neither party will be deemed to be in default of any provision of this Agreement, or for failures in performance, resulting from acts or events beyond its reasonable control. Such acts shall include but not be limited to acts of God, civil or military authority, civil disturbance, war, strikes, fires, other catastrophes, labor disputes, parts shortages, or other events beyond such party's reasonable control. 
5. Remedies: If Member breaches this Agreement, ABLE may terminate the Agreement with immediate effect and may seek monetary damages for such breach, in addition to any other remedies available at law. If ABLE is unable to fulfill any benefit offered under this Agreement, ABLE will use commercially reasonable efforts to provide an alternative and equivalent membership benefit, and such alternative will be Member's sole remedy for any such failure by ABLE. All rights and remedies of a party shall be cumulative and said rights and remedies may be exercised and enforced concurrently or separately. No waiver by either party of any default or breach by the other party hereunder shall be construed to be a waiver or release of any prior or subsequent default or breach hereunder, and no failure or delay by either party in the exercise of any right or remedy shall be construed to constitute a forfeiture or waiver thereof or of any other right or remedy. In the event of a breach by Member, ABLE shall be entitled to reasonable attorneys' fees in enforcing its rights hereunder. 
6. Governing Law: This Agreement and the rights of the parties hereunder shall be governed and construed and enforced in accordance with the laws of the State of Florida without giving effect to any choice or conflicts of law doctrine which otherwise might be applicable.  
7. Successors and Assigns: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other party. 
8. Miscellaneous: The parties are independent contractors and neither shall be deemed an employee, agent, partner or joint venturer of or with the other, and neither party shall have the power to obligate or bind the other in any manner whatsoever. This Agreement may be amended or modified only by a writing executed by both parties. This Agreement constitutes the entire agreement and understanding of the parties relative to the subject matter hereof and replaces and supersedes any and all prior oral or written agreements, representations and discussions relating to such subject matter. This Agreement may be executed in counterparts, and electronically or by facsimile, each of which shall be deemed an original, but all of which together shall be deemed one and the same agreement.