Paycheck Protection Program

CARES Act
Paycheck Protection Program
Loan Value Calculator Letter

Grant Thornton LLP (“Grant Thornton,” “Firm,” or “we”) is pleased to provide [Name of Bank] (the “Bank” or “you”) and your clients (“Client Users” or “Loan Applicants”) with the CARES Act Loan Value Calculator (“Tool”). The purpose of this letter and the attachments (the “Letter”) is to confirm the scope and terms of our engagement. Because applicable professional standards, laws, and regulations may change in the future, Grant Thornton reserves the right to amend this Letter upon appropriate notice to you upon receiving your consent.

You agree that you are not an audit client (or a downward affiliate of one) of Grant Thornton. It is Grant Thornton’s understanding that Grant Thornton is not subject to independence requirements for the Bank. By signing this Letter, you have acknowledged that you are not a Grant Thornton audit client (or a downward affiliate of one).

Delivering the Tool

The Tool is made available to you for use and distribution related to your Client Users’ calculations pursuant to the CARES Act Paycheck Protection Program in accordance with the ‘Terms for the Banks’ attached hereto as Attachment A. The Client Users of the Tool shall be bound to and be in compliance with the ‘Terms for Loan Applicants’ (the “User Terms”) attached hereto as Attachment B. There is no fee for access and use of the Tool.

Grant Thornton is available for technical support of the Tool. As further described in Attachment A, Grant Thornton’s support services may be requested by you or your Client Users. The support services are limited to the technical functioning of the Tool and do not include any assistance with source data or questions related to particular facts and circumstances of any applicant. Such technical support is available between 8 AM EST – 8 PM EST Monday through Friday with the exception of major holidays and Grant Thornton’s downtimes. After hours inquiries will be responded to the next operating day. Support may be requested via email or telephone at the contact information provided in the Tool.

Grant Thornton will use commercially reasonable efforts to respond and resolve all issues presented but makes no warranties related to the timing or quality of the support services provided. Grant Thornton will invoice you for all support requests received by you and your Client Users. All requests will be billed at a rate of twenty-five dollars ($25) per call. Invoices will be sent to the address you provided and will be payable upon receipt

Please confirm your acceptance of this Letter by signing below and returning this signed Letter to Grant Thornton.

Very truly yours,

GRANT THORNTON LLP


Agreed and accepted
This Letter fully describes our understanding and are accepted by us.


Bank:

By: __________________________________ Date: ___________________________________

Attachment A

Terms for Banks:

Access to Grant Thornton LLP’s CARES Act Paycheck Protection Program Loan Value Calculator tool (the “Tool”) is prohibited for Grant Thornton LLP audit clients, including their downward affiliate (e.g., a subsidiary) that are subject to the SEC independence rules. Such audit clients include SEC filers or other external audit clients (e.g., financial institutions, private audit clients going through an initial public offering, etc.) of Grant Thornton LLP that are subject to these rules. You acknowledge that you are not a Grant Thornton LLP audit client (or a downward affiliate of one) that is subject to the SEC independence rules. Furthermore, you agree to the following terms:

1. Access for Loan Applicants. In consideration of the promises herein, you are hereby granted the right to provide the Tool to your Client Users solely for their internal use related to the applicable Client User’s calculations pursuant to the CARES Act Paycheck Protection Program. Your Client Users of the Tool shall be bound to and be in compliance with the ‘Terms for Loan Applicants’ terms (the “User Terms”). If you become aware of any Client User’s breach of the User Terms, you must immediately provide notice to Grant Thornton LLP (“Grant Thornton”). You may also access the Tool solely to assist your Client Users with their use of the Tool. Grant Thornton and/or its third party providers retain all right, title, and interest in and to the Tool (other than any of the source data submitted to the Tool), including all intellectual property rights in the Tool, which shall be deemed to be the Confidential Information of Grant Thornton.  
   
   
2. Scope. The Tool is provided for informational purposes only and is expressly not legal, accounting, tax, financial or other professional advice. Grant Thornton accepts no responsibility for your or your Client Users’ use of the Tool for any purpose, nor decisions made by you or your Client Users related to the Tool. The Tool should not be relied upon as the only source of information. Further, the Tool is to be used solely for internal business purposes and you shall not provide it to anyone except as expressly provided in Section 1 above. Grant Thornton shall have no responsibility to verify the information submitted to the Tool or assess eligibility or validity related to the Client Users or their data. The Tool was prepared based on specific information available at a certain point in time. Such information may have since changed or no longer be accurate. Additionally, the Tool was prepared based on Grant Thornton’s then-current interpretation of available information. Another party may make different interpretations. You hereby agree to defend, indemnify, and hold harmless Grant Thornton for any claims by your Client Users or other third parties related to or arising from the Tool.
   
   
3.  Confidentiality. Users of the Tool may disclose information that such party considers confidential or proprietary (“Confidential Information”). As between you and your Client Users, any Confidential Information exchanged via the Tool or related to the Tool shall be governed by the confidentiality obligations existing between you and such Client Users. Any Grant Thornton Confidential Information you receive hereunder shall be treated as confidential and not used or disclosed except as otherwise expressly provided herein. Grant Thornton agrees to not use or disclose your or your Client Users’ Confidential Information for any purpose other than in connection with the Tool. 
   
   
4. Technical Support Services. Grant Thornton is available for technical support of the Tool. Support may be requested by you or the Client Users. The support services are limited to the technical functioning of the Tool and do not include any assistance with source data or questions related to particular facts and circumstances of any Loan Applicant. Such technical support is available between 8 AM EST – 8 PM EST Monday through Friday with the exception of major holidays and Grant Thornton’s downtimes. After hours inquiries will be responded to the next operating day. Support may be requested via email or telephone at the contact information provided in the Tool. Grant Thornton will use commercially reasonable efforts to respond and resolve all issues presented but makes no warranties related to the timing or quality of the support services provided. Grant Thornton will invoice you for all support requests received by you and your Client Users. All requests will be billed at a rate of twenty-five dollars ($25) per call. Invoices will be sent to the address you provided and will be payable upon receipt. You shall be responsible for all applicable taxes. Grant Thornton retains the right to cease providing support services to you, an applicable Client User, or an individual at any time for any reason at Grant Thornton’s sole discretion.  
   
   
5. Disclaimer. THE TOOL IS BEING PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND AND GRANT THORNTON HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE TOOL INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE AND NONINFRINGEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE PROVIDING ACCESS TO AND USING THE TOOL AT YOUR OWN ELECTION AND SOLE RISK. AS BETWEEN YOU AND GRANT THORNTON, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE TERMS BETWEEN YOUR CLIENT USERS AND GRANT THORNTON, YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGES OR CLAIMS ARISING FROM USE OF THE TOOL BY YOU OR YOUR CLIENT USERS AND THE DATA SUBMITTED BY YOU OR YOUR CLIENT USERS. IN NO EVENT SHALL GRANT THORNTON BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES INCURRED BY YOU WITH RESPECT TO THE TOOL, INCLUDING BUT NOT LIMITED TO LOSS OF GOOD WILL, PENALTIES, TAX INCENTIVES OR IMPLICATIONS, AND LOST PROFITS OR REVENUE, WHETHER OR NOT SUCH LOSS OR DAMAGE IS BASED IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, OR OTHERWISE, EVEN IF GRANT THORNTON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY RELATED TO THE TOOL IS TO TERMINATE ALL USE OF THE TOOL. 
   
   
6. Governing Law; Disputes. These terms and any disputes or claims related to the Tool or the support services shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflicts of laws rules. In the event of a dispute between you and Grant Thornton hereunder, the parties hereby consent to confidential arbitration in Chicago, Illinois. The proceeding shall be governed by the provisions of a nationally recognized arbitration association.
   

Attachment B

Terms for Loan Applicants:

Please be advised that we will include the following User Terms within the Tool, which Loan Applicants must agree to before completing:

Access to Grant Thornton LLP’s (“Grant Thornton”) CARES Act Paycheck Protection Program Loan Value Calculator tool (the “Tool”) is prohibited for Grant Thornton LLP audit clients, including their downward affiliate (e.g., a subsidiary) that are subject to the SEC independence rules. Such audit clients include SEC filers or other external audit clients (e.g., financial institutions, private audit clients going through an initial public offering, etc.) of Grant Thornton LLP that are subject to these rules. By accessing the Tool, you acknowledge that you are not a Grant Thornton LLP audit client (or a downward affiliate of one) that is subject to the SEC independence rules. Furthermore, by using Tool, you agree to the following terms:

1. Tool Access. Grant Thornton provides access to the Tool solely for your use related to your calculations pursuant to the CARES Act Paycheck Protection Program. Grant Thornton and/or its third party providers retain all right, title, and interest in and to the Tool (other than any of your source data that you submit to the Tool), including all intellectual property rights in the Tool, which shall be deemed to be the Confidential Information of Grant Thornton.  
   
   
2. Scope. The Tool is provided for informational purposes only and is expressly not legal, accounting, tax, financial or other professional advice. Grant Thornton accepts no responsibility for your use of the Tool for any purpose, nor decisions made by you related to the Tool. The Tool should not be relied upon as the only source of information. Further, the Tool is to be used solely for internal business purposes and recipients should not provide it to anyone else except in conjunction with submitting your responses. Grant Thornton shall have no responsibility to verify the information submitted to the Tool or assess eligibility or validity related to you or your data. The Tool was prepared based on specific information available at a certain point in time. Such information may have since changed or no longer be accurate. Additionally, the Tool was prepared based on Grant Thornton’s then-current interpretation of available information. Another party may make different interpretations.
   
   
3. Confidentiality. Each party may disclose to the other party information that it considers confidential or proprietary (“Confidential Information”). The parties agree not to use or disclose each other’s Confidential Information for any purpose other than in connection with the Tool. You agree to provide the minimum amount of Confidential Information needed. You are responsible for obtaining, pursuant to law or regulation, any necessary consents related to the information submitted by you. 
   
   
4. Technical Support Services. Grant Thornton is available for technical support of the Tool. The support services are limited to the technical functioning of the Tool and do not include any assistance with source data or questions related to particular facts and circumstances of any applicant. Such technical support is available between 8 AM EST – 8 PM EST Monday through Friday with the exception of major holidays and Grant Thornton’s downtimes. After hours inquiries will be responded to the next operating day. Support may be requested via email or telephone at the contact information in the Tool. Grant Thornton will use commercially reasonable efforts to respond and resolve all issues presented but makes no warranties related to the timing or quality of the support services provided. Grant Thornton retains the right to cease providing support services to you or an individual at any time for any reason at Grant Thornton’s sole discretion.  
   
   
5. Disclaimer. THE TOOL IS BEING PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND AND GRANT THORNTON HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE TOOL INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE AND NONINFRINGEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE USING THE TOOL AT YOUR OWN ELECTION AND SOLE RISK. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGES OR CLAIMS ARISING FROM AND DATA SUBMITTED BY YOU OR YOUR USE OF THE TOOL. IN NO EVENT SHALL GRANT THORNTON BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES INCURRED BY YOU WITH RESPECT TO THE TOOL, INCLUDING BUT NOT LIMITED TO LOSS OF GOOD WILL, PENALTIES, TAX INCENTIVES OR IMPLICATIONS, AND LOST PROFITS OR REVENUE, WHETHER OR NOT SUCH LOSS OR DAMAGE IS BASED IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, OR OTHERWISE, EVEN IF GRANT THORNTON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY RELATED TO THE TOOL IS TO TERMINATE ALL USE OF THE TOOL.