08091234745

yusufogundare@pearsonconsultingng.com
Management House, 22
Idowu Taylor Street, Victoria Island, Lagos
 08091234745
yusufogundare@pearsonconsultingng.com
Management House, 22
Idowu Taylor Street, Victoria Island, Lagos

9th March 2023

The Chief Executive Officer

The Book Company Limited
1, Alabi Okumagbe Street
Off Lagos Road, Ikorodu
Lagos

Dear Sir,

APPOINTMENT TO PROVIDE AUDIT & TAX CONSULTANCY SERVICES–LETTER OF

TERMS OF ENGAGEMENT

1) APPOINTMENT TO PROVIDE AUDITING & TAX CONSULTANCY SERVICES

Our meting on Monday, 6th March, 2023, requesting us to provide Audit and Tax advisory services, to your
company refers.

We write to accept the request and also express our appreciation for the opportunity you are
giving to us to render our professional services to your esteemed company.

We set out below our understanding of the Terms of Engagement, being the basis upon which we are to
provide the above services as follows:

SCOPE OF WORK

1. Our prime mandate is to achieve the followings:

 Preparation of Audited Financial for each financial year
 Regular and periodic tax planning and management
 Liaising with both Federal and State Internal Revenue Services as at when necessary
 Tax Advisory on transactions based on request
 Attend to queries emanating from Tax Audit and other tax correspondences
 Processing and collection of Tax Clearance Certificate
 Advise and filing of all Employee related taxes with the LIRS and other relevant body.

2. b)  Regular professional, qualitative and timely advices on other issues that may affect the company
from time to time as related to the scope of work.
 08091234745
yusufogundare@pearsonconsultingng.com
Management House, 22
Idowu Taylor Street, Victoria Island, Lagos

3. c)  Periodic review of the company’s tax records and offering necessary advices based on the
findings.

2) TENURE:
Our appointment in the fore-going respects shall be on a going concern basis and remain in force until
formal determination thereof by either party, through a well-communicated medium.

3) PROPOSED FEES AND REIMBURSIBLES

a) FIXED FEE
Fixed Fee of N500,000 payable for all services as agreed. (Excluding VAT and Reimbursable)

TERMS OF PAYMENT
Advance payment: 60% on commencement

Final Balance: 40% after submission of Tax Clearance Certificate (TCC) to the management

5. COMMENCEMENT:
This agreement shall be in force from 9th February 2023 . This agreement shall be in place on a going
concern basis until both parties agree to cancel the contract.

6. USE OF INFORMATION
The Book Company Limited hereby warrants that any information and documents that are furnished to
Yusuf Ogundare & Co by the Company, in furtherance of the performance of the duties expected of Yusuf
Ogundare & Co under the Engagement, will be true and correct in all material respects and not misleading.
Yusuf Ogundare & Co warrants that information provided by The Book Company Limited shall be used only
for the purposes for which same was provided.

7. CONFIDENTIALITY
Yusuf Ogundare & Co hereby agrees to keep and will cause its affiliates to keep confidential all material
non-public information (except to the extent that such information is already public or becomes public
through some means other than a breach of the terms of this paragraph) supplied by The Book Company
Limited or its representatives. Yusuf Ogundare & Co will only disclose such information to those of its
affiliates, directors, officers, employees, and advisors (unless wider disclosure is permitted by The Book
Company Limited in order to provide the services hereunder). Yusuf Ogundare & Co will abide by the terms
of this confidentiality agreement unless compelled or required by its auditors, judicial process, law or
applicable regulation or requested by an examiner or regulatory authority to disclose the information.
 08091234745
yusufogundare@pearsonconsultingng.com
Management House, 22
Idowu Taylor Street, Victoria Island, Lagos

8.TERMINATION
Yusuf Ogundare & Co may terminate this agreement at any time, with or without cause, by giving a thirty
(30) day written notice to The Book Company Limited, and The Book Company Limited may terminate this
agreement at any time, with or without cause, by giving a thirty (30) day written notice to Yusuf Ogundare
& Co; provided, however, that no such expiration or termination will affect the matters set out in this
section or under the captions “Use of Information”, “Confidentiality”, “Indemnity” and “Miscellaneous”. It
is expressly agreed that following the expiration or termination of this agreement, Yusuf Ogundare & Co
will continue to be entitled to receive fees as described above that have accrued prior to such expiration or
termination but are unpaid or which thereafter fall due under the section “Fees”, “Cost and Expenses”, as
well as reimbursement for expenses as contemplated above.

10.RIGHT TO ASSIGN

Yusuf Ogundare & Co may transfer or assign all or part of its obligations, duties, rights and responsibilities
arising under this Engagement to any of its affiliates, including the right to receive any and all payments
due or pursuant to this mandate.

11. NOTICES
Any notice to be given by one party to another under, or in connection with, this Engagement shall be in
writing and signed by or on behalf of the party giving it. It shall be delivered by hand, or by pre-paid
recorded delivery (return receipt requested), to the address set out in Section 9 (or such other address as
may have been notified hereunder by one party to another) or by sending it by electronic mail to the address
set out in Section 9 (or such other address as may have been notified hereunder by one party to another)
and in each case marked for the attention of the relevant party. Any notice so served by hand, post or email
shall be deemed to have been duly given:

a) In the case of delivery by hand, when delivered.

b) In the case of prepaid recorded delivery, at the time and date of delivery (as recorded).

c) In the case of electronic mail, at the time of transmission provided that the Party sending the notice shall
verify with the addressee by telephone within 24 hours of transmission that the addressee has received the
mail.

d) Provided that in each case where delivery by hand or by electronic mail occurs after 5 p.m. on a working
day at the relevant office to which the notice is delivered or on a day which is not a working day, service
shall be deemed to occur at 9 a.m. on the following working day.
 08091234745
yusufogundare@pearsonconsultingng.com
Management House, 22
Idowu Taylor Street, Victoria Island, Lagos

12. CONTACTS

Yusuf Ogundare & Co

Attn: Yusuf Ogundare Partner
Tel: +234 809 1234 745
Email: yusufogundare@ymail.com

Attn: Chief Executive Officer

Tel: +234 08034780316
Email: Dayo_alabi@yahoo.com
Lagos

13. Miscellaneous: This Engagement is governed by Nigerian laws. Yusuf Ogundare & Co and The Book
Company Limited irrevocably agree that the Nigerian courts are to have exclusive jurisdiction to settle any
disputes which may arise out of or in connection with this Engagement. Yusuf Ogundare & Co and The
Book Company Limited irrevocably submit to the jurisdiction of such court and waive any objection to
proceedings in such court on the ground of venue or on the ground that the proceedings have been brought
in an inconvenient forum. This section is reciprocal for both Yusuf Ogundare & Co and The Book Company
Limited. and shall not limit Yusuf Ogundare & Co rights to take proceedings in any other court in any other
jurisdiction.

Please confirm that you are in agreement with the foregoing by signing and returning to the undersigned a
copy of this Engagement Letter.

Yours faithfully,

For: Yusuf Ogundare & Co

By____________________________

Yusuf Ogundare
Partner

Accepted and agreed to as of the date set forth below:

For: The Book Company Limited

By _________________________________ Authorised Signatory

Designation:
 08091234745
yusufogundare@pearsonconsultingng.com
Management House, 22
Idowu Taylor Street, Victoria Island, Lagos

Date:

While thanking you in advance for favourable consideration of the Terms and Conditions contained in this
letter, we look forward to mutually beneficial relationship from now henceforth.