ERCie — Appeals-Intake Automation for HF's Post-Moratorium Appeals Queue
This Engagement Letter (the "Agreement") is entered into as of May 1, 2026 (the "Effective Date") by and between:
OBB Holdings LLC, a Wisconsin limited liability company with its principal place of business at [VERIFY: registered address] (the "Provider" or "OBB"); and
Hundredfold Management Services / Hundredfold Consulting LLC [VERIFY: confirm which entity is contracting and confirm formation jurisdiction], with its principal place of business at [VERIFY: address] (the "Client" or "Hundredfold" or "HF").
Provider and Client are each a "Party" and collectively the "Parties." This Agreement governs Provider's delivery of the ERCie service to Client and supersedes the proposal dated May 2026 in the event of any conflict.
Provider will deliver ERCie, an intake-automation engine with a discernment layer (the "ERCie agent" or "ERCie"), wired into Hundredfold's existing HubSpot pipeline and scoped exclusively to Hundredfold's post-moratorium ERC appeals queue. The ERCie agent operates in the following three modes:
(a) End-to-end on revenue-decline quarters. ERCie pulls the data, validates it against the qualifying tests, generates the appeal packet, and surfaces it to a Hundredfold analyst at a mandatory human approval gate. On approval, the packet ships under Hundredfold's name. ERCie has no autonomous send authority — ever.
(b) Intake interviews on quarters that require client conversation. ERCie conducts the qualifying interview by text and email, asks the questions, validates the answers, and surfaces the structured findings in HubSpot so that, by the time the case reaches Hundredfold's team, every answer is captured and the packet is pre-loaded.
(c) Discernment — when ERCie hands off vs. completes. ERCie escalates a case to Hundredfold's team when (i) the client has not responded to intake within a defined window, (ii) responses contain ambiguity or contradiction the model flags, (iii) the case touches a pre-flagged edge category (including but not limited to partial-quarter eligibility, multi-entity returns, and governmental-order-only quarters), or (iv) Hundredfold's team has flagged the quarter for hands-on review during the weekly check-in. Everything else stays in ERCie's lane until the human approval gate.
Mandatory human approval gate. Every IRS-facing artifact produced by ERCie passes through a mandatory human approval gate, owned by a designated Hundredfold analyst. ERCie does not send, sign, or take an IRS-facing position. Every artifact that leaves Hundredfold leaves under Hundredfold's signature, with Hundredfold as practitioner of record.
Out of scope. This Agreement covers appeals work routed through Hundredfold's existing HubSpot pipeline — nothing else. Any application of ERCie or any other Provider work product to other Hundredfold workflows — including different automations, non-appeals workflows, other pipelines, or custom integrations — is outside the scope of this Agreement and will be scoped and priced under a separate engagement letter.
3.1 Fees.
(a) Per-Appeal Fee. Client shall pay Provider $495 per completed appeal.
(b) Monthly Floor. A $9,900 per calendar month minimum applies (the "Monthly Floor"). For any full calendar month during the term, Client owes the greater of (i) $495 multiplied by the number of completed appeals in that month, or (ii) the Monthly Floor.
(c) Partial First Month — Ramp-Up Pricing. For the calendar month containing the Effective Date (the "Initial Partial Month"), Provider applies reduced ramp-up pricing in recognition of the early-engagement onboarding period:
(i) The daily ramp-rate for the Initial Partial Month equals (Monthly Floor × 50%) ÷ (number of days in the calendar month containing the Effective Date).
(ii) The Initial Partial Month Floor equals the daily ramp-rate multiplied by the number of calendar days from the day after the Effective Date through the last day of that calendar month, inclusive. The Effective Date itself is not counted as a billable day under this ramp.
(iii) Worked example for clarity: Effective Date May 17, 2026 → daily ramp-rate = ($9,900 × 50%) ÷ 31 = $159.6774; billable days = May 18–31 = 14 days; Initial Partial Month Floor = $2,235.48.
(iv) For the Initial Partial Month, Client owes the greater of (A) $495 multiplied by the number of completed appeals in that partial month, or (B) the Initial Partial Month Floor.
(v) Beginning the first full calendar month following the Effective Date, the standard Monthly Floor under (b) applies without further ramp adjustment.
3.2 Definition of "Completed Appeal." A "completed appeal" is defined as ERCie producing a packet that (a) passes Hundredfold analyst review at the human approval gate, and (b) ships to the IRS under Hundredfold's name. Drafts rejected at the approval gate do not count. Drafts sent back for iteration and then approved count once. Intake interviews that surface a non-qualifying client and never produce a packet do not count. The unit of payment is a packet that left the building under Hundredfold's signature.
3.3 No Setup Fee. Wiring, training on Hundredfold's appeals corpus, and threshold tuning are inside the engagement and carry no separate setup fee.
3.4 Invoicing and Payment Terms. Billing occurs in two stages each calendar month: a Floor invoice in advance, and an Overage invoice in arrears (where applicable).
(a) Floor Invoice (in advance). Provider shall issue an invoice to Client for the applicable monthly floor amount within three (3) business days of the start of each calendar month, payable net ten (10) days from the invoice date. For the calendar month containing the Effective Date, the Floor Invoice equals the Initial Partial Month Floor as calculated under Section 3.1(c) and shall issue within three (3) business days following the Effective Date itself rather than the start of the calendar month. For each full calendar month thereafter, the Floor Invoice equals the Monthly Floor under Section 3.1(b).
(b) Overage Invoice (in arrears). Within five (5) business days following the close of each calendar month, Provider shall determine whether Client's total fee owed under Section 3.1 for that month (i.e., $495 multiplied by the number of completed appeals in that month) exceeds the floor amount already invoiced under (a) for that month. If yes, Provider shall issue a second invoice itemizing the count of completed appeals and the overage amount, payable net thirty (30) days from the invoice date. If no, no second invoice issues for that month and the floor amount under (a) is the full charge for that month.
(c) No Rebate Below Floor. The Monthly Floor (and the Initial Partial Month Floor under Section 3.1(c)) is the minimum charge for the applicable month regardless of completed-appeal count. Client receives no rebate, credit, or rollover for completed-appeal counts that result in a fee under Section 3.1(a) below the applicable floor.
(d) [VERIFY: late-payment interest rate, e.g., 1.5%/month or the maximum permitted by applicable law.]
3.5 Taxes. Fees are exclusive of any applicable sales, use, or similar taxes, which shall be the responsibility of Client where applicable. [VERIFY]
4.1 Initial Term. The initial term of this Agreement is three (3) months beginning on the Effective Date (the "Initial Term").
4.2 Renewal. Following the Initial Term, this Agreement continues on a month-to-month basis until terminated in accordance with Section 4.3 or Section 11.
4.3 Termination at End of Month. Either Party may terminate this Agreement at the end of any calendar month following the Initial Term upon reasonable written notice to the other Party. [VERIFY: lawyer may want to specify a fixed notice window, e.g., fifteen (15) or thirty (30) days; the proposal uses "reasonable written notice" without quantification.]
4.4 Partial Final Month on Termination. If termination under Section 4.3 (or under Section 11) results in a partial final calendar month, the Monthly Floor for that final partial month is prorated using the same daily-rate methodology as the Initial Partial Month Floor under Section 3.1(c), except that the full-rate Monthly Floor (no 50% ramp adjustment) applies. Specifically: daily rate = Monthly Floor ÷ (number of days in the calendar month containing the termination date); partial final month floor = daily rate × (number of calendar days from the start of that month through and including the termination date). The Overage Invoice for the partial final month under Section 3.4(b) follows the same logic against this prorated floor.
The Parties shall conduct joint review checkpoints at approximately thirty (30), sixty (60), and ninety (90) days following the Effective Date (each a "Review"). At each Review, the Parties will jointly re-examine both pricing and scope against captured value. If the engagement is not earning its keep, the Parties will adjust before the next renewal cycle.
Note on timing: because the Effective Date may fall mid-month and trigger the Initial Partial Month under Section 3.1(c), the 30-Day Review will frequently land within the first full calendar month following the Effective Date rather than at the end of the signing month. The Parties intend the Reviews to be calendar-day-based from the Effective Date; alternative scheduling on a calendar-month-end basis is permitted by mutual written agreement. [VERIFY: lawyer to confirm Parties' preference between calendar-day-anchored vs. calendar-month-end-anchored Review schedule.]
The 90-Day Review is the validation point for the Initial Term and the formal checkpoint preceding entry into month-to-month renewal under Section 4.2. If the 30-Day Review shows that ERCie cannot cleanly handle revenue-decline matters end-to-end, auto-complete mode collapses back to draft-only and the Parties re-examine pricing together.
Hundredfold remains practitioner of record on every IRS filing produced in connection with this Agreement, including auto-completed revenue-decline appeals. Provider and the ERCie agent (a) have no autonomous send authority to the IRS or to any Hundredfold client, and (b) have no authority to take any IRS-facing position on Hundredfold's or any Hundredfold client's behalf.
The ERCie agent is a drafting and intake tool with extended capability. Hundredfold owns every signature and every IRS-facing artifact generated under this Agreement. Hundredfold's federal-compliance posture is unchanged by this engagement. This Section 6 is load-bearing for Hundredfold's practitioner-of-record status and shall be construed broadly in favor of preserving Hundredfold's compliance posture.
Provider shall enforce the human approval gate at the API permission layer, not at the workflow layer. Specifically:
(a) ERCie's HubSpot credentials shall be scoped read-and-draft-only with respect to the HubSpot objects on the appeals pipeline. [VERIFY: HubSpot Private App access tokens are portal-wide for the object types they are granted on; HubSpot does not currently offer native pipeline-level scoping. Provider enforces pipeline-level restriction via (i) an application-side filter that rejects any object outside the contracted appeals pipeline, and (ii) the contractual restriction in this Section 7 and in Section 8.2. Lawyer should confirm this dual-mechanism enforcement satisfies the compliance posture intended by this Section.]
(b) The send action for any IRS-facing artifact shall require a separate analyst-authenticated step that ERCie is structurally unable to execute.
(c) Provider shall not request, hold, or operate under HubSpot credentials carrying send-scope authority for IRS-facing artifacts at any point during the term of this Agreement.
(d) Provider shall notify Client promptly if any change to HubSpot's permission model materially affects Provider's ability to maintain (a) through (c).
8.1 Hundredfold Data. Hundredfold's appeals corpus, client data, deal records, denial-letter examples, prior wins, edge-case judgment artifacts, and all other data Provider accesses or processes in connection with this Agreement (collectively, "HF Data") are and remain the sole property of Hundredfold.
8.2 Use of HF Data. Provider shall process HF Data solely for the purpose of delivering the services contracted under this Agreement. Provider shall not repurpose, train on, derive aggregate models from, or otherwise apply HF Data to any other Provider client engagement, internal product development outside this engagement, or third-party purpose. [VERIFY: lawyer may want stricter language around model training / fine-tuning carve-outs.]
8.3 Per-Deal-Record Operation. ERCie operates on a per-deal-record basis inside HubSpot and shall not cross deal contexts. Every artifact ERCie produces shall cite the source deal ID. Provider shall not construct cross-deal context windows, cross-deal aggregate analyses, or cross-deal training sets from HF Data.
8.4 Audit Logging. Provider shall maintain an audit log of every API call ERCie makes against the HubSpot pipeline and shall make that log available to Hundredfold on reasonable request.
8.5 Provider IP. Subject to Section 8.1 and Section 8.2, Provider retains all rights, title, and interest in and to the ERCie agent, including its underlying code, models, prompts, orchestration logic, and any general-purpose improvements developed during the term, provided that no HF Data is embedded in such retained IP. [VERIFY: lawyer should sharpen the line between Provider IP and HF-Data-derived artifacts.]
Each Party (the "Receiving Party") agrees to hold in confidence all non-public information disclosed by the other Party (the "Disclosing Party") in connection with this Agreement ("Confidential Information"), and to use such Confidential Information solely for the purpose of performing under this Agreement. Confidential Information includes, without limitation, HF Data, client lists, pricing, internal processes, and the ERCie agent's design and operating characteristics.
Provider acknowledges that Hundredfold's clients' data is Hundredfold's for purposes of this Agreement, and Provider shall not access, request, or process any Hundredfold client data outside the engagement pipeline scope defined in Section 2 and Section 12.
The confidentiality obligations under this Section 9 survive termination of this Agreement for a period of [VERIFY: three (3) years is a common default; lawyer to confirm].
Standard carve-outs apply for information that (a) is or becomes publicly available through no fault of the Receiving Party, (b) was already known to the Receiving Party prior to disclosure, (c) is independently developed without reference to Confidential Information, or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt notice to the Disclosing Party where legally permissible.
10.1 Liability Cap. Except as set forth in Section 10.2, Provider's aggregate liability under this Agreement is capped at the total fees paid by Client to Provider during the twelve (12) months immediately preceding the event giving rise to the claim.
10.2 Carve-Outs from Liability Cap. The liability cap in Section 10.1 does not apply to claims arising from (a) Provider's gross negligence or willful misconduct, (b) Provider's breach of confidentiality obligations under Section 9, or (c) third-party intellectual property infringement claims arising from Provider's IP. [VERIFY: lawyer to confirm carve-out scope; the proposal does not specify, this is standard professional-services pattern.]
10.3 Provider Indemnification. Provider shall indemnify, defend, and hold harmless Hundredfold against third-party claims to the extent arising from (a) drafting errors generated by the ERCie agent and not caught at the human approval gate due to Provider's gross negligence or willful misconduct, or (b) third-party intellectual property infringement claims arising from the ERCie agent itself.
10.4 Hundredfold Indemnification. Hundredfold shall indemnify, defend, and hold harmless Provider against third-party claims originating from Hundredfold's clients or from third parties acting through Hundredfold, including but not limited to claims arising from IRS-facing positions taken by Hundredfold, content of artifacts approved at the human approval gate, and Hundredfold's exercise of its practitioner-of-record authority under Section 6.
10.5 No Consequential Damages. Neither Party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages, including lost profits, even if advised of the possibility of such damages, except in cases of gross negligence, willful misconduct, or breach of confidentiality. [VERIFY]
11.1 Termination at End of Month. As set forth in Section 4.3, either Party may terminate this Agreement at the end of any calendar month following the Initial Term upon reasonable written notice.
11.2 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party (a) materially breaches this Agreement and fails to cure such breach within [VERIFY: thirty (30)] days after receiving written notice of the breach, or (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors. [VERIFY: standard carve-out, not in proposal.]
11.3 Effect of Termination — Data Hand-Back and Scrub. Within twenty-four (24) hours of the effective date of termination:
(a) Provider shall return or destroy all HF Data in Provider's possession or control, at Hundredfold's election;
(b) the named service-account API key issued under Section 12 shall be destroyed; and
(c) Provider shall certify in writing to Hundredfold that the foregoing has been completed.
11.4 Survival. Sections 6 (Practitioner of Record), 8 (Data and IP), 9 (Confidentiality), 10 (Liability and Indemnification), 11.3 (Hand-Back), 12 (Governing Law), and any other provisions that by their nature should survive termination shall survive termination of this Agreement.
Hundredfold shall provide Provider with read-and-write API access scoped to the appeals pipeline only — specifically, to deal and contact objects on that pipeline, not company-wide. Access shall be issued via a single named service-account key held by Provider, audit-logged on every call, and revocable by Hundredfold unilaterally at any time. The key shall be rotated and re-issued upon any personnel change on Provider's side and destroyed within twenty-four (24) hours of engagement end as provided in Section 11.3.
Hundredfold shall designate one (1) HF analyst as the human-in-the-loop reviewer on the approval gate and shall make available a fifteen (15) minute weekly slot with Provider's account lead for the first month of the engagement.
This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Milwaukee County, Wisconsin, and each Party consents to the personal jurisdiction of such courts.
14.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, including the May 2026 proposal, except that the proposal remains the source document for the substantive scope and pricing terms reflected herein.
14.2 Amendment. Any amendment to this Agreement must be in writing and signed by both Parties.
14.3 Independent Contractor. Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, or agency relationship between the Parties.
14.4 Notices. Notices under this Agreement shall be sent by email to the signatories below, with a copy by U.S. mail to the addresses in Section 1. [VERIFY: lawyer may want a more formal notice clause.]
14.5 No Direct Client Contact. No member of Provider's team shall communicate directly with Hundredfold's clients outside the bounds of the ERCie agent's intake-interview function as scoped in Section 2(b).
OBB HOLDINGS LLC
By: ______ Name: Luke Olson Title: [VERIFY: Member / Manager] Date: ____
HUNDREDFOLD MANAGEMENT SERVICES [VERIFY entity name]
By: ______ Name: Andrew King Title: [VERIFY] Date: ____
This Agreement is the executed engagement letter referenced in the May 2026 ERCie proposal. In the event of any conflict between this Agreement and the proposal, this Agreement governs.