EdgarAgents

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GENERAL STATEMENT OF WORK

The General Statement of Work (“General SOW”) is attached to and incorporated into the Terms of Service (“MSA”) between EA and the Customer. Any initially capitalized terms used but not otherwise defined in this General SOW shall have the meaning ascribed to such terms in the MSA. If any part of this General SOW is inconsistent with the terms of the MSA, the MSA shall
prevail. 

EdgarAgents LLC (“EA”) agrees to provide certain Typeset and EDGAR/XBRL services as further set forth in this General SOW to Customer which may include without limitation (i) pre- mapping taxonomies to the Customer’s financial statements; (ii) iterative rounds of consultations with EA’s XBRL team for conformity and to facilitate an accurate SEC compliant submission; (iii) validation and preparation as an attachment to the EDGAR filing; (iv) EDGAR conversion and revision services; (v) Typeset conversion and revision services; (vi) Print services; (vii) Cloud based, collaborative document authoring solution and filing solution and services; and (viii) EDGAR Next designated account administrator services (“Designated Administrator Services”) (collectively the “Professional Services”). If the scope of the Professional Services changes, the parties shall update the applicable General SOW by mutual written agreement. Charges for optional or additional Professional Services quoted or described or otherwise anticipated in the General SOW will not require a change order. 

This General SOW defines the operational expectations and processes between Customer and EA primarily related to regulatory documents for submissions to the SEC. EA and Customer hereby agree to comply with the terms, process, quality, standards, and turnaround times outlined herein. 

Modifications may be made to this General SOW with written agreement by both parties.

1. Regulators Filing Service Offering

  • EA will compile and submit on behalf of Customer the Customer’s HTML, Inline XBRL, and XML
    files to the SEC’s reporting system after receiving approval to file from Customer (a “Submission”).
  • Final and as filed proofs will be delivered back to Customer via electronic mail and/or a client collaboration platform provided by EA.
    • All Customer-initiated Inline XBRL related comments, questions and changes.
    • Responses to Customer queries and all changes requested for that round will be completed or responded to by EA.
    • If EA requires additional feedback on the comments submitted, EA will get in touch with Customer.
    • Each submission returned to EA (with Customer comments, content changes, questions, or numerical changes) is considered the close of a round or version.

2. HTML Service Offering

  • Conversion of regulatory documents into HTML for submission to the SEC in accordance with the most current EDGAR Filer manual (“Source Documents”).All transforms will use HTML coding that is in compliance with the Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system.
  • EA will use its commercially reasonable efforts toreturn proofs for review by the Customer within the timelines outlined within this General SOW.
  • EA will use its commercially reasonable efforts to ensure that all conversions of graphics to be included in the HTML file shall be as close to the original source graphics file as possible.

3. TYPESET Service Offering

  • EA will produce print-ready PDF files in accordance with Customer’s standard style and job layout preferences. However, if Customer requests extraordinary or complex style and job layout changes, EA will estimate the additional time and cost associated with the non-standard TYPESET request. 

4. Inline XBRL Service Offering

  • Tagging of Source Documents (usually consisting of financial statements and notes) with Inline XBRL for submission to the SEC in accordance with the most current EDGAR Filer manual. All transforms will use the most recent XBRL-US GAAP Taxonomy or the XBRL-IFRS Taxonomy, if applicable, to tag all SEC required items.
  • When delivering Inline XBRL tagging, the Standard Offering (“Standard Offering”) consists of the following:
    • Initial Build:
      • Initial build of a Customer’s Inline XBRL taxonomy and transform of a Customer’s prior filed template report.
      • Iterative rounds of responses to Customer-initiated XBRL related comments, questions, and changes relating to the initial build.
    • Each Quarterly and/or Annual filing:
      • Iterative transforms of Source Documents into Inline XBRL, the 1st draft, 2nd draft, etcetera.
      • Iterative rounds of responses to Inline XBRL related comments, questions, and changes.
      • 1 set of as-approved data files for live filing with the SEC.

5. EDGAR Next Registration & Designated Administration

EA may provide the following services:

  • EDGAR Next Registration: Assist Customer in enrolling in EDGAR Next, including the submission of Form ID applications.
  • Account Management: Manage Customer’s EDGAR Next account, ensuring compliance with SEC requirements.
  • Login.gov Integration: Facilitate the setup of Login.gov credentials and multifactor authentication for secure access.
  • Ongoing Support: Provide training and ongoing support and guidance to Customer for any issues or updates related to EDGAR Next.
  • Confidentiality: EA will maintain confidentiality and security of all Customer enrollment information.

 

Customer shall:

  • Provide necessary information and documentation for EDGAR Next registration.
  • Cooperate with EA to ensure smooth and timely completion of tasks.

6. Cloud based, collaborative document authoring solution and filing solution and services

EA34 Plugin is a cloud based, collaborative document authoring solution and filing solution. EA34 Plugin is tailor made as a hybrid solution and is built on Microsoft 365 including Word and Excel. Upon request by Customer, EA will issue a product specific SOW addendum to include the full details & terms relating to EA34 Plugin to be included herein.

7.Source Document and Communications Protocol

The following is agreed by both parties:

  • Transform requests (HTML, TYPESET, Inline XBRL, and XML) will be submitted to EA with adequate source
  • All files returned to Customer will reflect the source documents submitted to EA, will match content for headings, numbers, and Customer approved XBRL tags, will reflect the changes made for the Customer’s most recent round of comments and requests.
  • All communications regarding any Customer will be directed to filings@edgaragents.comor funds@edgaragents.com. Customer may mark a carbon copy to EDGARNext@edgaragents.com as appropriate. EA will provide ETAs or other notice regarding completion of the work upon request.

Certain Defined Terms:

  • Initial Conversion – The first conversion of Source Documents into EDGAR compliant HTML.
  • Author’s Alterations – Changes made to an HTML conversion by the Customer after the Initial Conversion, typically effecting content of the Source Document.
  • Initial Build – A new extended taxonomy for a Customer who has not previously filed XBRL exhibits with the SEC or who has not had any XBRL work done by EA during the past 12 months.
  • Transform – The process of transforming source disclosure documents into SEC-ready HTML, Inline XBRL and XML interactive data files.
  • Data – means electronic data and information submitted by the Customer, the Customer’s Users or EA to EA34 Plugin or collected and processed by the End User or EA on behalf of the Customer using EA34 Plugin.

8. Hours of Operation

EA has the following hours of operation. 

  • 24 Hours / 365 Days
  • Additional fees may apply for work performed on US national holidays as well as for projects requiring significant weekend staffing. 

9. Turn-Around Times

Turn-around times start upon receipt of Customer’s submission of source documents or other documents to EA. EA shall use commercially reasonable efforts to accommodate all Customer requests and Customer filing deadlines.

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