FULL MEMBERSHIP AGREEMENT

TaxResources, Inc. will provide the audit defense services described in this agreement in return for the annual membership fee and compliance with all applicable terms of this agreement.

CLARIFICATION OF TERMS

In this agreement, “you” and “your” refer to the member(s) shown on the membership certificate. “We”, “us” and “TRI” refer to TaxResources, Inc., the company providing audit defense services. “IRS” refers to the Internal Revenue Service and “State” refers to your state income tax authority.

Audit: Audit means any communication, including telephone calls, initiated by the IRS or State income tax agency that wishes to audit, examine, review, investigate or verify any item or items on the IRS income tax forms and State equivalent listed on the membership certificate.
Audit Defense: Audit Defense means that TRI will defend you through the completion of any income tax audit for any tax year(s) for which the notice date is after the Acceptance Date and during the period of membership listed on the membership certificate, subject to the limitations and exclusions listed on the membership certificate and this agreement.
Audit Defense also includes:

1. Handling all communications, including letters and/or telephone calls with the IRS or State regarding the audit.
2. Assigning the Audit Representative(s) to manage your case.
3. Developing a strategy with you and then meet with the IRS or State on your behalf.
4. Consulting whenever necessary with your tax preparer, with the understanding that you are responsible for your tax preparer's fees, if any.
5. Negotiating with the IRS or State through Appeals and pre-litigation Appeals review prior to trial in Tax Court.
6. No settlement will be reached with the IRS or State without your final approval and consent.
7. Two hours of collection assistance is available on request if your covered audit results in additional tax due.

Acceptance Date: Acceptance Date is the date TRI receives your membership application and payment in full and your application is approved. Your Acceptance Date appears on the membership certificate.
Statute of Limitations: Statute of Limitations is the time the IRS or State has to audit your tax return. The Statute of Limitations for the IRS is generally three years from the date of filing or the due date, whichever is later, and is typically four years for States.
Period of Membership: Period of Membership is the period commencing with the Acceptance Date and ending on the expiration date that appears on the membership certificate during which audit defense services are provided under the terms of this agreement. If your Membership is paid through an organization, you must be in good standing with that organization and that organization must continue to renew your Membership. Membership is suspended if a payment is not received when due and terminates thirty days later if not reinstated by payment receipt.
Audit Representative(s): Audit Representative(s) means your TRI audit representative(s) who will be assigned to your audit case. These individuals will ordinarily be assigned to you according to their area of expertise, subject only to TRI’s experience with each Audit Representative in actual past audits.

CONFIDENTIALITY

As a member of TRI, your name, address, and any other personal information will not be disclosed or sold to any persons or firms. Only TRI's Audit and Technical staff will have access to your tax information.

MEMBER BENEFITS

Audit Defense – TaxResources, Inc. will professionally defend a covered federal or state income tax audit from the time of the first notice to its completion, subject to the Audit Defense Plan Limitations and Exclusions described below. This includes any audit that arises during the period of membership as defined on the membership certificate. All scheduling of appointments, telephone calls and correspondence will be handled by the assigned Audit Representative. We will meet with the auditor on your behalf and will defend you through the highest level of appeals, if necessary.
TaxHotline – The member has unlimited access to the toll-free TaxHotline number for tax questions, advice and counseling concerning the IRS and any state tax agency. This includes advice and questions regarding accounting methods, record keeping, documentation of deductions, etc. This also includes assistance on how to handle and resolve any other correspondence or notices received from the IRS or any state tax agency. Assistance can also be received regarding collection issues, tax problems with divorces, bankruptcy and any other tax related subjects.
Tax Bulletin – with understandable and useable tax information designed to keep you informed of changes within the IRS, changes in tax laws and regulations, changes in policies and procedures, and other tax related articles.
Return Review – We will review our members’ current Federal tax return prior to submission to the IRS. We will look for areas that could attract attention or concern. We will also search for additional deductions that may have been overlooked, such as misclassifications, possible tax problems resulting from errors in investment strategies, and/or business investments. (In order to use this service, please submit a complete copy of your tax return(s) to our Audit and Technical Services Division. No return reviews will be accepted during the 15 (fifteen) days prior to a filing deadline. In order to obtain a thorough review and analysis, please allow a minimum of 7 business days after our receipt of your tax returns.)

MEMBER OBLIGATIONS

Our Responsibility: We are responsible to provide you with the highest caliber audit defense service available.

Your Responsibility: You are responsible to perform or provide the following:

1. Upon receipt of any communication from the IRS or State, promptly call TRI first! Do not contact the IRS. To ensure effective service regarding your audit, you must use your assigned TRI Audit Representative(s) as your only contact with the IRS or State. If you do not contact TRI within 15 days of the date of the first notice, additional charges may apply. If you wait too long you will impede our ability to defend your case.
2. Provide your signature(s) on the required IRS or State Power of Attorney and return to the Audit Representative(s) in a timely manner. This will enable your Audit Representative(s)to communicate with the IRS or State on your behalf. This document may not be altered in any way.
3. Provide in a timely manner the information and documentation necessary to substantiate the various items of income and expense in question so that your Audit Representative(s) can prepare your defense.
4. We ask that you comply with the audit procedure and strategy actions recommended by TaxResources, Inc. and any of the Audit Representative(s) working on your behalf. If you are unable to maintain this commitment, TaxResources, Inc. cannot be responsible for the outcome of your audit and reserves the right to cease providing service where reasonably warranted.

AUDIT DEFENSE PLAN LIMITATIONS

TaxResources, Inc. is dedicated solely to legitimately protecting the rights and assets of our members in the event of an audit or notice. The following defines our service limitations:

• TRI does not provide legal assistance, nor represent our members in Federal or State Court, including Tax Court.
• TRI does not provide legal assistance in defending issues of civil or criminal fraud.
• TRI does not prepare or amend our members’ Federal, State or Local income tax returns.
• TRI will not reconcile checkbooks, organize records or do record keeping or bookkeeping for our members.
• TRI is not responsible for the extra work and costs involved if you report your audit or notice late or you do not cooperate by providing the documentation in a timely manner to your representative which results in the auditing agency issuing a Notice of Deficiency (NOD) or the state equivalent. If this occurs, TRI will pass these costs onto the member in the form of a Late Fee.

AUDIT DEFENSE PLAN EXCLUSIONS

Certain audits, tax returns, and issues of audit may be excluded from the Audit Defense Plan for any of the following reasons:

Pre-existing conditions – If the date on the notice of audit from the IRS or State is prior to the Acceptance Date of this Agreement, audit defense services for that audit are excluded.
Large Businesses – Business entities with gross receipts exceeding $5 million and/or 10 partners/stockholders/beneficiaries/members are not eligible for membership.
Ownership interest in other tax entities – If you have an ownership interest in a Corporation, Partnership, LLC, LLP, Trust, Estate, or Tax Shelter that has been contacted for an audit and is not a TRI member, audit defense services are excluded for that tax entity.
Late or delinquent filers – If a tax return was filed later than one year after its initial due date including extensions, then TRI’s audit defense for that tax return is excluded. For example: a 2009 Form 1040 tax return originally due 04/15/2010 can be formally extended until 10/15/2010 and must be filed by 10/15/2011 to have audit defense services. An additional one time fee may be paid to eliminate the exclusion for any year that was filed after the period described above. If a fee has been paid to include audit services for a normally excluded year, that year will be listed on the membership certificate. If not, please call (800) 922–8348 to add this service.
Tax protestors – TaxResources, Inc. will exclude anyone protesting the taxing of income on economic, religious, legal or constitutional grounds, or other frivolous claims.
Criminal Investigation (CI) – If you are currently under investigation by CI, you are excluded from audit defense services. For any audit that TRI is defending in which CI enters the audit, TRI will cease working that audit and will exclude the member from further audit defense services until completion of the CI investigation. When the CI investigation is completed, TRI will resume working on the audit.
Other taxes – Your Audit Defense Plan is limited to the type of income tax return listed on the membership certificate. Payroll tax, sales tax, property tax, gross receipts tax, city and local tax, estate and gift tax and compliance audits of pension and profit sharing plans are excluded from the Audit Defense Plan.