Template — client consent to use Sidesheet (engagement-letter clause, business returns)

Drafting note

Not legal advice. Not reviewed by counsel. Draft v0.2 · 2026-09-24. For CPA-firm customers to include in the engagement letter with their client (the business being valued). One clause covers two separate requirements:

1. IRC §7216 — required when your firm prepared the return you will upload (../section-7216-scope.md).
2. State CPA confidentiality rules — some states require the client's written consent before a CPA discloses any confidential client information, including to a software vendor, whoever prepared the return. Oregon, for example: "A licensee will not disclose any confidential client information unless the licensee has obtained the written consent of the client" (OAR 801-030-0015(1)); no service-provider exception. Other states' rules: check your own board's. The AICPA Code (ET 1.700.040) alternatively allows a confidentiality contract with the vendor; UNTAP LLC's Terms (§9) provide one, but a stricter state rule controls.

Brokers do not need this clause (not CPAs, not preparers), though it does no harm.

Business filers (1120, 1120-S, 1065): format is free — an engagement letter is expressly allowed — as long as it meets §301.7216-3(a)(3)(i) (§301.7216-3(a)(3)(iii)). For an owner's personal 1040 your firm prepared, use the 1040 templates as well.

{{…}} = fill before sending. Every blank must be filled before the client signs (Rev. Proc. 2013-14 §5.04(4) for 1040s; followed here as good practice).

Drafting notes for the firm (do not include in the letter)

• Voluntary. You may not condition the valuation (or any other service) on this consent (§301.7216-3(a)(1)). If the client declines, perform the work without Sidesheet. Keep that sentence.
• Before upload. Consent must be signed before you upload anything (§301.7216-3(b)(1)). The Sidesheet upload screen asks you to confirm it.
• Copy. Give the client a copy of the signed consent at signing (§301.7216-3(c)(3)).
• Signer. Corporation: an officer with authority under state law to bind it. Partnership or LLC taxed as one: a partner/member who was one during the years covered. The regulation is silent; this follows §6062/§6063 and the Form 8821 instructions (Q7).
• K-1s. The entity's consent likely covers K-1 data (Q5). If your firm also prepares an owner's 1040 and will rely on their K-1, get that owner's consent too (countersignature below).
• Who engaged you. If a buyer or lender engaged you rather than the business, the accountants' exception is unavailable and the §7216 consent is clearly required.
• Not for prospecting. Use only after the client has engaged you for the valuation. Using tax-client data to find valuation prospects is a solicitation use with its own timing rules (§301.7216-3(b)(2)–(3), Q10).
• Retention. Fill in the workpaper-retention years so viewing the file later stays within the consent's purpose and duration (Q11). Match it to the retention period you choose in Sidesheet.
• Recipients are named. If UNTAP LLC gives notice of a new subprocessor that receives return content, collect updated consents before uploading more of this client's returns.
• Optional paragraph. Include the Quality improvement item only if your workspace has Help improve extraction turned on (Terms §2.4). It never applies to returns your firm prepared.

Clause text

Consent to Use and Disclose Your Tax Return and Financial Information — Valuation Services

Federal tax law (26 U.S.C. §7216) and the professional rules that govern CPAs restrict how we may use and disclose your tax return and other confidential information without your written consent. You are not required to sign this consent. Your decision will not affect any of our services to you; if you do not consent, we will perform the valuation without the software described below. If you consent to the disclosure of your information, Federal law may not protect it from further use or distribution.

Client (taxpayer): {{CLIENT_LEGAL_NAME}} ("you") Firm: {{FIRM_LEGAL_NAME}} ("we")

Information covered. Your federal income tax return(s) on Form {{1120 | 1120-S | 1065}}, including all schedules, statements, and attachments, for tax year(s) {{YEARS, e.g. 2023, 2024, 2025}}, and information we derive from them. This consent covers the entire return(s). You may instead direct us to use or disclose a more limited set of information by telling us in writing which parts to exclude.

Please initial each item you agree to:

☐ ____ (initials) — Use. We may use the information covered above to prepare a business valuation of {{CLIENT_LEGAL_NAME | the business}} for the following purpose: {{PURPOSE, e.g. "sale of the business", "SBA loan", "buy-sell agreement", "estate planning"}}, and to retain the valuation and its supporting workpapers for {{N}} years as required by our professional standards.

☐ ____ (initials) — Disclosure. For that same purpose, we may disclose the information covered above to the following recipients, which provide software we use to extract and organize the financial data in your returns:

These recipients process your information only to provide that service to us. UNTAP LLC does not use your information to train AI models, and does not sell or share it. All processing occurs in the United States.

{{OPTIONAL — include only if the firm has opted in:}} ☐ ____ (initials) — Quality improvement (optional). UNTAP LLC may review a copy of your information, after removing names, addresses, and taxpayer identification numbers, solely to test and improve the accuracy of its software. It may not use it to train AI models, or sell or share it. This item does not apply if we prepared your return.

Duration. This consent is effective from the date you sign it until {{DATE — should cover the workpaper-retention period above, or "one year from the date of signature"}}. If no end date is filled in, it expires one year from the date of signature. You may revoke it at any time by notifying us in writing; revocation does not affect uses or disclosures made before we receive it.

Questions or concerns. If you believe your tax return information has been disclosed or used improperly in a manner unauthorized by law or without your permission, you may contact the Treasury Inspector General for Tax Administration (TIGTA) by telephone at 1-800-366-4484.

Signed for {{CLIENT_LEGAL_NAME}}:

Signature: ______________________________ Date: ______________

Name: {{SIGNER_NAME}} Title: {{SIGNER_TITLE — officer / partner / member}}

I represent that I am authorized to sign this consent on behalf of {{CLIENT_LEGAL_NAME}}.

{{OPTIONAL — owner countersignatures for included K-1s (see drafting note):}} Owner: {{OWNER_NAME}} Signature: ______________________ Date: __________

Mapping to §7216 requirements

State CPA rules (e.g. OAR 801-030-0015(1)) require only the client's written consent; the same signature satisfies them. The quality-improvement item is a separate, optional disclosure with its own initials, so declining it leaves the rest intact.

Not required for non-1040 filers but included because they cost nothing: the "may not protect … further use" warning and the TIGTA line (email omitted — not listed on tigta.gov as of 2026-09-24).

Open points

• "Revoke at any time" is our addition; the regulation is silent. Researched answer: effective going forward (Q9).
• Naming Google is prudent, not clearly required (Q4).
• Only Oregon's CPA rule was checked (Q17). Firms in other states should check their board's rule.