Camera Di Commercio Industria Artigianato E Agricoltura Di Torino

CAMERA DI COMMERCIO INDUSTRIA ARTIGIANATO E AGRICOLTURA DI TORINO

ASSIST IN USA PROGRAM 2015

FRAMEWORK AGREEMENT

This Agreement, effective May 12, 2015, by and between

……

(hereafter Accounting firm)

and Camera di commercio Industria Artigianato e Agricoltura di Torino (hereafter CCIAA Torino) sets forth the

complete understanding of these parties concerning the ASSIST IN USA program.

1. Definitions

- ASSIST IN USA program: the initiative organized and implemented by the CCIAA Torino to support Piedmont companies to enter the US market.

- the Accounting firm: the Accounting firm named above.

- the Company: any company with its headquarter based in Piedmont and formally introduced to the Accounting firm by CCIAA Torino.

- the CCIAA Torino contact person: the official of the CCIAA Torino in charge of managing the ASSIST IN USA program

- the Accounting firm contact person: the person within the Accounting firm named above, in charge of managing the contacts with the CCIAA Torino and the preliminary negotiation phase for the delivery of accounting services with the Company.

2. ASSIST IN USA program

CCIAA Torino has developed and manages the initiative ASSIST IN USA, a program to support Piedmont companies in their expansion plan into the US market, through services, networking and information.

One of the line of activity of ASSIST IN USA is to provide to Piedmont companies, in need of accounting and tax services to set up a branch in the US, negotiated and favorable conditions to access the services.

3. Subject

By entering this agreement, the Accounting firm commits to grant the following conditions for accounting and tax services to Piedmont companies introduced by CCIAA Torino:

1. First orientation meeting at the Accounting firm premises or via conf call FREE OF CHARGE;
2. Second orientation meeting (direct or call conf) to illustrate how the client’s needs will be addressed and overview of possible solutions: FREE OF CHARGE;
3. Basic monthly accounting services for YEAR 1: 250 USD per month

Including:

- Record day-by-day transactional activity;

- Reconcile and analyze activity to propose adjustments

- Provide quarterly internal financial statements for management use

1. Tax Compliance for YEAR 1 – Corporate Income Tax: 3.500 USD

Including:

- Federal Corporate Income Tax Return

- Form 5472, Report of Transactions with Foreign Related Parties

- Schedule G, Ownership Disclosure

1. Tax Compliance for YEAR 1 – Annual Information Filings: 400 USD per return

Including:

- Federal Forms 1042,1042-T, and 1042-S for US withholding tax

- Federal Forms 1096 and 1099

- State use Tax return

- City Personal Property Tax exemption

1. 15% discount on standard hourly rate for additional services.

The Accounting firm will negotiate and enter into agreement directly with the Company.

The Company has the right to negotiate more favorable conditions directly with the Accounting firm.

4. Hold Harmless

The CCIAA Torino assumes no liabilities for any disputes arising between the Accounting firm and the Company and is not to be held liable for any failure to pay the services from the Company.

5. Exclusivity

By entering this agreement, CCIAA Torino is not bound to an exclusivity relation with the Accounting firm.

CCIAA Torino has the right to enter similar framework agreements with other Accounting firm in the US or worldwide.

6. Duration

This agreement is valid for one year from the date of signature.

7. Litigation settlement

The parties pledge to turn to mediation to settle litigation before taking any legal action.

Litigations will be submitted to the Mediation Service of the Camera Arbitrale di Milano, Italy.

In case the mediation procedure fails to settle the litigation the competent jurisdiction will be the Court of Torino, Italy.

DATE: May 12, 2015

This Agreement is hereby accepted by all parties signing below:

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