1. Offer. Any engagement letter we issue is our offer and is subject to the terms and conditions of this Agreement. Our issuance of an engagement letter is not an acceptance of any offer you have provided to us.
2. Acceptance. Acceptance by you of our engagement letter may be expressed, or implied from any conduct by you recognizing the existence of a contract pertaining to the subject matter of the engagement letter, including but not limited to any compliance by you with any term and/or condition of this Agreement. Your acceptance of an engagement letter will constitute your acceptance of the engagement letter and this Agreement. Any terms or conditions proposed in your acceptance of an engagement letter that add to, vary from or conflict with any of the terms and conditions of this Agreement are deemed material and are hereby rejected. If an engagement letter offered by us is deemed an acceptance of your prior offer, then our issuance of such engagement letter will constitute an acceptance of such offer subject to the express condition that you agree to the terms and conditions of this Agreement that are additional to or different from any terms and conditions in your offer.
3. Entire Agreement. You acknowledge that except as otherwise provided in this Agreement, an engagement letter, together with this Agreement, constitutes the entire agreement between us with respect to the subject matter of an engagement letter.
4. Conflict. In the event of a conflict between an engagement letter and this Agreement, this Agreement shall control.