Engagement Agreement (sample)

Engagement Agreement

This Engagement Agreement (this "Agreement") is entered into as of the date of electronic signature (the "Effective Date") by and between Cypress Authority Services LLC, a Delaware limited liability company ("Cypress"), and the customer identified on the order confirmation ("Customer").

1. Scope of services

Cypress will prepare and submit the federal and state filings selected by Customer on the Cypress dashboard, which may include: federal motor carrier authority (FMCSA Unified Registration System, OP-1, MCS-150, BOC-3 process agent designation), business entity formation (state Secretary-of-State LLC filing, registered agent designation), federal tax identification (IRS EIN application), and recurring compliance (UCR, MCS-150 biennial update, IRP annual, IFTA quarterly, IRS Form 2290 HVUT annual, drug and alcohol consortium administration, MVR pulls, CSA monitoring). Specific selections are itemized in the Customer's order confirmation, incorporated by reference.

2. Paperwork-preparation and hand-off model

Cypress's service is the prepared and validated filing package. Cypress will electronically submit the package on Customer's behalf where direct portal access is available, or deliver the prepared package to Customer for self- submission where it is not. The Customer experience and price are identical in either path.

3. Customer authority and acknowledgements

Customer hereby authorizes Cypress and its designated agents to: (a) prepare and submit the selected filings on Customer's behalf to FMCSA, the IRS, state Secretaries of State, state Departments of Transportation, and state DMVs; (b) designate a BOC-3 process agent under 49 CFR §366; (c) act as or designate Customer's registered agent in the state of formation; and (d) communicate with these agencies regarding filing status.

Customer acknowledges that Cypress is not a law firm and does not provide legal advice. Customer further acknowledges that the FMCSA new-entrant authority application is reviewed by FMCSA during a 21-day vetting window and that the outcome of that review is at FMCSA's discretion.

4. Fees

Customer will pay Cypress the service fees set forth in the order confirmation. Pass-through fees (FMCSA URS $300, state Secretary-of-State LLC filing fee, UCR bracket fee, IRS HVUT, BOC-3 partner cost, registered agent partner cost, and other regulatory or partner fees) are charged at cost without markup and are itemized separately on the order confirmation and invoice. Pass-through fees are non-refundable.

5. Refund posture

If FMCSA issues a NOT_AUTHORIZED determination on Customer's new-entrant authority application during the 21-day vetting window, Cypress will refund the service-fee portion of the order. Pass-through fees remitted to the underlying agency or partner are not refundable. See the Refund Policy posted at /legal/refund-policy for full treatment.

6. Customer responsibilities

Customer represents that information submitted to Cypress is accurate and current. Customer will execute documents requested for signature within a reasonable time. Customer will notify Cypress within 10 business days of any change affecting an active filing.

7. Term and termination

This Agreement begins on the Effective Date and continues until terminated by either party in writing. Recurring compliance services renew automatically on the cycle disclosed in the order confirmation until cancelled. Termination does not refund pass-through portions already remitted.

8. Limitation of liability

To the maximum extent permitted by law, Cypress's aggregate liability under this Agreement is limited to the service fees paid by Customer to Cypress in the 12 months preceding the event giving rise to the claim. Cypress is not liable for indirect, incidental, consequential, or punitive damages.

9. Governing law and arbitration

This Agreement is governed by the laws of the State of Delaware. Disputes will be resolved through good-faith discussion and, failing resolution, binding arbitration in Delaware under the American Arbitration Association's Commercial Arbitration Rules.

10. Entire agreement

This Agreement, together with the Cypress Terms of Service, Privacy Policy, Refund Policy, and the order confirmation, constitutes the entire agreement between the parties.