Final Qualified Intermediary Withholding Agreement
(Rev. Proc 2000-12 - emphasis aded)

(compare with: IRS' Shott Declaration of Feb 4, 2009;
see also: Proposed Amendments to Qualified Intermediary Withholding Agreement,
Qualified Intermediary (QI) - an Agent of the U.S. Government: genesis, content & critics,
Amtshilfe in Steuersachen an die USA: Zur Bedeutung der QI-Normen, Jusletter 26.1.09, Prof.Dr.iur. Urs R. Behnisch,
Farewell America, Wegelin newsletter # 265, Konrad Hummler)
.

.
"Where the client agrees, direct investments in US securities should be sold
and replaced with investments on the approved list shown on the Private Web.
These include UBS investment funds and certain derivative products."
("IRS 2001, FPWM policy for dealing with US persons under QI Agreement",
extract from confidential internal UBS memo of July 4, 2000, reproduced in:
U.S. Government exhibit 8 in U.S. v. UBS AG, 09-cv-20423: www.solami.com/UBSMReeves.pdf)
.
"In 2008, a grand jury in the Southern District of Flordia indicted Raoul Weil,
head of UBS's wealth management business, and since 2007 Chief Executive Officer
of a division of UBS that oversaw UBS's cross-border business within the United States.
The indictment charges that Weil and others conspired to defraud the United States
and the Internal Revenue Service in the ascertainment, computation and collection
of federal income taxes. In particular, the indictment charges that Weil assisted
20,000 US customers of UBS to knowingly conceal from the IRS $20 billion in assets
that they held in secret accounts at UBS (Ex. 28 [which, under QI rules binding on UBS,
should either have been reported to the IRS, or UBS should have "backup withheld"
and transfered to the IRS 28% of the proceeds of the involved U.S. securities]).
The Court has declared him a fugitive from justice."
(Declaration by IRS Revenue Agent Daniel Reeves to The Hon. Judge Alan S.Gold
of Feb.6, 2009 (para 58a: www.solami.com/UBSMReeves.pdf)
.
"1.   The case at hand is labelled: "U.S. Government vs. UBS AG", yet the U.S. Government's
"Petition to enforce John Doe summons" of Feb.19, 2009, specifies:
    '12. Except for the items specifically identified in Revenue Agent Reeve's Declaration filed with this Petition,
the testimony and documents described in the summons are not already in the possession of the IRS.' -
thus ignoring the comprehensive documents other U.S. agencies have accumulated over the period in question,
notably by way of the comprehensive electronic surveillance through the SWIFT transfer and others systems.
Could discovery provide a way to force the plaintiff to divulge what it - and not only the IRS - knows already?
2.   According to an advisory opinion of Feb. 2009 by Swiss professor Urs Behnisch ( www.solami.com/QI.htm),
during the negotiations over the planned QI scheme, ie during 2000, the IRS, reportedly, was formally appraised
of the unparalleled and strictly enforced Swiss "know your customer" rules, providing for full disclosure
of the real economic beneficiary behind off-shore companies entertaining UBS accounts in Switzerland,
in contrast to QI rules which, under U.S. law, recognized these companies as beneficiary owners,
with Swiss QIs therefore not obliged to report to the IRS the true economic beneficiaries, thus allowing -
with full knowledge of the IRS - US persons to hide behind those companies, as long as the Swiss QI
in question exercised its obligation to backup withhold and transfer to the IRS 28% (originally 31%) of the
'U.S. source income' ("deemed sales" and other security proceeds - see: www.solami.com/QIdetails.htm).
For a courtisan or even a Mafia type it used to be a question of honor to deliver on the goods promised & paid for,
but for the IRS it seems conscionable to take and enforce protection money and then to turn around, renege on
the deal and even to hammer the blue-eyed for unilaterally faithful and obedient intermediary, i.e. the QI servants
 3.   The explanations on the nature of the QI scheme, as furnished by the IRS to the Court, not least those
contained in the Declaration of the IRS Deputy Commissioner Barry B. Shott(www.solami.com/UBSMShott.pdf),
still go under my skin. A telling example of the flat earth mind at work is the unabashed assertion implying
that the Wild West and bounty hunting mentality is still very much alive and essentially unchallenged
among those who regularly confound Switzerland with either Swaziland or Sweden:
'5.  The purpose of the QI program is to make it easier for the IRS to obtain foreign banks' compliance with U.S. tax laws ..'
There are some answers under way among Swiss lawmakers to this kind of "gunboat diplomacy",
eg in the form of the motion "Lex Helvetica"(www.solami.com/impulse.htm#OF) introduced in the Swiss Lower Chamber
and which provide for pacta sunt servanda, with a flat prohibition of any judicial or administrative assistance
vis-à-vis any treaty partner who, on any level, fails to honor its treaty commitments entered into with Switzerland.
Moreover, a widely supported signature collection is already quite advanced for a constitutional amendment
enrooting banking secrecy and property protection in the Swiss Constitution. In the event, not even
a weak Swiss government will then be able to knuckle under and react differently from what our outstanding
late diplomat Edouard Brunner had and would have counseled in similar circumstances, namely to smilingly
and elegantly advise recklessly marauding friends from across the Atlantic 'that the world ain't flat',
essentially directing them to consult first with their colleagues in other involved departments or
to release their rough-shodding energies by flying a kyte (www.solami.com/edouardbrunner.htm#Iran)."
(extract of observations to a friend of the court of 10.08.09 by Iconoclast)

"Nachdem von Medienseite mir zu Ohren kam, dass offizielle Pressesprecher die QI-Vereinbarung
... als "Rechtsbasis" für die Interventionen der offiziellen Schweiz in Washington und Miami
dargestellt haben sollen, wäre ich an einer Klarstellung interessiert. Darüber nämlich,
was denn die offizielle Schweizer Lesart dieses - m.E. ohnehin von Anfang an illegalen -
IRS-Verwaltungs-Ukase tatsächlich ist. Aber auch darüber, ob im nationalen Interesse
nicht auch der Rattenschwanz von IRS-initiierten und QI-basierten Gerichtsfällen
gegen die UBS, allenfalls weitere Schweizer Banken und deren Mitarbeiter und Kunden
mit allem politischen Nachdruck bekämpft werden müsste, könnte und wird.
 Denn all diese Verfahren beruhen vorwiegend auf unrechtmässig beschafften Beweismaterialien,
deren Verwendung zu Steuer- und Strafzwecken - wie in der Begründung zur Motion 09.3452
Lex Helvetica angeführt (www.solami.com/lexhelvetica.htm) - als Hehlerei von Staats wegen
nicht zuletzt auch aus prophylaktischen Gründen nachhaltig als unannehmbar gerügt werden sollten.
Verfahren im übrigen, welche hinter den Kulissen von kompetenten, tiefgängigen und klarsichtigen
Unterhändlern sehr wohl auch erfolgsträchtig zur Entgleisung gebracht werden könnten -
z.B. mit einer unnachgiebigen QI-Legalitätshinterfragung, z.B. mit dem discovery Begehren,
Auskunft zu erhalten über den Einblick in Bankkundendateien, welche gewissen U.S. Agencies
bereits "zugefallen" sind, sei es direkt via die SWIFT-Organisation,
oder über die UBS im Rahmen der damaligen Y2K-Operationen."
(aus einem Brief an die Vorsteherin des in dieser Sache federführenden EJPD vom 11.8.09)


Extract from "Hiring Incentives to Restore Employment Act", Feb 2010
Sec 501  p.68
‘‘(3) SEPARATE REQUIREMENTS FOR QUALIFIED INTERMEDIARIES.
—In the case of a foreign financial institution which is treated as a qualified intermediary by the Secretary for purposes of section 1441 and the regulations issued thereunder, the requirements of this section shall be in addition to any reporting or other requirements imposed by the Secretary for purposes of such treatment."

Technical Explanation Of The Revenue Provisions Contained In Senate Amendment 3310,
The “Hiring Incentives To Restore Employment Act” Under Consideration By The Senate,
Joint Committee on Taxation, Feb 23, 2010, p.22-36

p.29:     "If an IRS Form W-9 is not provided by a U.S. payee (other than payees exempt from
reporting), the payor is required to impose a backup withholding tax of 28 percent of the gross
amount of the payment.137   The backup withholding tax may be credited by the payee against
regular income tax liability.138   This combination of reporting and backup withholding is
designed to ensure that U.S. persons not exempt from reporting pay tax with respect to
investment income, either by providing the IRS with the information that it needs to audit
payment of the tax or, in the absence of such information, requiring collection of the tax on
payment."

p.30:     "The qualified intermediary program
    A QI is defined as a foreign financial institution or a foreign clearing organization, other
than a U.S. branch or U.S. office of such institution or organization, or a foreign branch of a U.S.
financial institution that has entered into a withholding and reporting agreement (a “QI
agreement”) with the IRS.140
    A foreign financial institution that becomes a QI is not required to forward beneficial
ownership information with respect to its customers to a U.S. financial institution or other
withholding agent of U.S.-source investment-type income to establish the customer’s eligibility
for an exemption from, or reduced rate of, U.S. withholding tax.141  Instead, the QI is permitted
to establish for itself the eligibility of its customers for an exemption or reduced rate, based on an
IRS Form W-8 or W-9, or other specified documentary evidence, and information as to residence
obtained under the know-your-customer rules to which the QI is subject in its home jurisdiction
as approved by the IRS or as specified in the QI agreement.142  The QI certifies as to eligibility
on behalf of its customers, and provides withholding rate pool information to the U.S. "

p.32:     "If a U.S. non-exempt recipient has not provided an IRS Form W-9, the QI must disclose
the name, address, and taxpayer identification number (“TIN”) (if available) to the withholding
agent (and the withholding agent must apply backup withholding).  However, no such disclosure
is necessary if the QI is, under local law, prohibited from making the disclosure and the QI has
followed certain procedural requirements (including providing for backup withholding, as
described further below)."

p.33:     "If a foreign account holder is the beneficial owner of a payment, then a QI may shield the
account holder’s identity from U.S. custodians and the IRS.  If a foreign account holder is not the
beneficial owner of a payment (for example, because the account holder is a nominee), the
account holder must provide the QI with an IRS Form W-8IMY for itself along with specific
information about each beneficial owner to which the payment relates.  A QI that receives this
information may shield the account holder’s identity from a U.S. custodian, but not from the
IRS.151 
    In general, if an account holder is a U.S. person, the account holder must provide the QI
with an IRS Form W-9 or appropriate documentary evidence that supports the account holder’s
status as a U.S. person.  However, if a QI does not have sufficient documentation to determine
whether an account holder is a U.S. or foreign person, the QI must apply certain presumption
rules detailed in the QI agreement.  These presumption rules may not be used to grant a reduced
rate of nonresident withholding; instead they merely determine whether a payment should be
subject to full nonresident withholding (at a 30-percent rate), subject to backup withholding (at a
28-percent rate), or treated as exempt from backup withholding.
    In general, under the QI agreement presumptions, U.S.-source investment income that is
paid outside the United States to an offshore account is presumed to be paid to an undocumented
foreign account holder.  A QI must treat such a payment as subject to withholding at a 30-percent
rate and report the payment to an unknown account holder on IRS Form 1042-S.  However, most
U.S.-source deposit interest and interest or original issue discount on short-term obligations that
is paid outside the United States to an offshore account is presumed made to an undocumented
U.S. non-exempt recipient account holder and thus is subject to backup withholding at a 28-
percent rate.152  Importantly, both foreign-source income and broker proceeds are presumed to be
paid to a U.S. exempt recipient (and thus are exempt from both nonresident and backup
withholding) when such amounts are paid outside the United States to an offshore account."

p.35:    "Foreign law prohibition of disclosure
The QI agreement includes procedures to address situations in which foreign law
(including by contract) prohibits the QI from disclosing the identities of U.S. non-exempt
recipients (such as individuals).  Separate procedures are provided for accounts established with
a QI prior to January 1, 2001, and for accounts established on or after January 1, 2001.
    Accounts established prior to January 1, 2001.–For accounts established prior to January
1, 2001, if the QI knows that the account holder is a U.S. non-exempt recipient, the QI must (1)
request from the account holder the authority to disclose its name, address, TIN (if available),
and reportable payments; (2) request from the account holder the authority to sell any assets that
generate, or could generate, reportable payments; or (3) request that the account holder disclose
itself by mandating the QI to provide an IRS Form W-9 completed by the account holder.  The
QI must make these requests at least two times during each calendar year and in a manner
consistent with the QI’s normal communications with the account holder (or at the time and in
the manner that the QI is authorized to communicate with the account holder).  Until the QI
receives a waiver on all prohibitions against disclosure, authorization to sell all assets that
generate, or could generate, reportable payments, or a mandate from the account holder to
provide an IRS Form W-9, the QI must backup withhold on all reportable payments paid
to the account holder and report those payments on IRS Form 1099 or, in certain cases, provide
another withholding agent with all of the information required for that withholding agent to backup
withhold and report the payments on IRS Form 1099.
    Accounts established on or after January 1, 2001.–For any account established by a U.S.
non-exempt recipient on or after January 1, 2001, the QI must (1) request from the account
holder the authority to disclose its name, address, TIN (if available), and reportable payments;
(2) request from the account holder, prior to opening the account, the authority to exclude from
the account holder’s account any assets that generate, or could generate, reportable payments; or
(3) request that the account holder disclose itself by mandating the QI to transfer an IRS Form
W-9 completed by the account holder.
    If a QI is authorized to disclose the account holder’s name, address, TIN, and reportable
amounts, it must obtain a valid IRS Form W-9 from the account holder, and, to the extent the QI
does not have primary IRS Form 1099 and backup withholding responsibility, provide the IRS
Form W-9 to the appropriate withholding agent promptly after obtaining the form.  If an IRS
Form W-9 is not obtained, the QI must provide the account holder’s name, address, and TIN (if
available) to the withholding agents from whom the QI receives reportable amounts on behalf of
the account holder, together with the withholding rate applicable to the account holder.  If a QI is
not authorized to disclose an account holder’s name, address, TIN (if available), and reportable
amounts, but is authorized to exclude from the account holder’s account any assets that generate,
or could generate, reportable payments, the QI must follow procedures designed to ensure that it
will not hold any assets that generate, or could generate, reportable payments in the account
holder’s account.157" [thus: if QI is not authorized to exclude US securities from an account,
QI need not report the account holder to the IRS but is obliged to impose on the US assets
in question the IRS' fiat 28% backup withholding tax which the only constitutional lawmaker,
i.e. the U.S. Congress, is not on record for ever having even considered, much less approved] 


Extracts from the IRS' QI Regulations

Sec. 2.07. Broker Proceeds. “Broker proceeds” means the gross proceeds from a sale
of an asset to the extent that the gross proceeds would be subject to Form 1099 reporting
if paid to a U.S. non-exempt recipient. For purposes of this Agreement, broker proceeds
also include any proceeds paid by QI from the sale of assets pursuant to the provisions
of section 6.04 of this Agreement that are owned by a U.S. non-exempt recipient and that
produce, or could produce, reportable payments regardless of whether the sale is effected
at an office inside or outside the United States and regardless of whether or not the sale
is effected by QI or another person on instructions from QI. Thus, the exception in Treas.
Reg. §1.6045-1(a), which excludes from Form 1099 reporting certain sales effected at an
office outside the United States, shall not apply in the case of U.S. non-exempt recipients
whose identity is prohibited by law from disclosure. In addition, the exception from backup
withholding on certain payments contained in Treas. Reg. §31.3406(g)-1(e) shall not apply
to such broker proceeds.
...
Sec. 3.04. Backup Withholding Responsibility. QI is a payor under section 3406 of the
Code with respect to reportable payments. Under section 3406, a payor is required to
deduct and withhold 31 percent from the payment of a reportable payment to a U.S.
nonexempt recipient if the U.S. non-exempt recipient has not provided its TIN in the manner
required under that section; the IRS notifies the payor that the TIN furnished by the payee
is incorrect; there has been a notified payee under-reporting described in section 3406(c);
or there has been a payee certification failure described in section 3406(d). QI represents that
[due to the suspension of article 271 CP by CF Villiger] there are no legal restrictions
that prohibit it from complying with the Form 1099 reporting requirements of this Agreement
or imposing backup withholding and depositing the amounts withheld in accordance with
section 3.08 of this Agreement.
...
Sec. 3.08. Deposit Requirements. If QI is a U.S. payor or a non-U.S. payor that
assumes primary NRA withholding responsibility or primary Form 1099 and backup
withholding responsibility, it must deposit amounts withheld under chapter 3 or section
3406 of the Code with a Federal Reserve bank or authorized financial institution at the
time and in the manner provided under section 6302 of the Code (see Treas. Reg.
§1.6302-2(a) or §31.6302-1(h)). If QI is a non-U.S. payor that does not assume primary
NRA withholding responsibility or primary Form 1099 and backup withholding
responsibility, QI must deposit amounts withheld by the 15th day following the month in
which the NRA or backup withholding occurred.
...
Sec. 5.09. Documentation for U.S. Non-Exempt Recipients. QI shall not treat an
account holder as a U.S. non-exempt recipient unless QI obtains a valid Form W-9 from
the account holder, QI knows an account holder is a U.S. non-exempt recipient, or QI must
presume a person is a U.S. non-exempt recipient under sections 5.13(C)(2) or (4) of this
Agreement. See section 6.04 of this Agreement for rules that apply if the identity of a U.S.
non-exempt recipient is prohibited by law from being disclosed.
...
Sec. 1.13 (C) (2) Payments of Deposit Interest and OID on Short-Term Obligations.
An amount of U.S. source deposit interest (other than an amount that is part of the purchase price
of a certificate of deposit sold in a transaction other than a redemption) or an amount of U.S.
source interest or original issue discount on the redemption of a short-term obligation that
is paid outside the United States to an offshore account is presumed made to an
undocumented U.S. non-exempt recipient account holder. QI must backup withhold at 31
percent [this was later amended to 28%] and report such amounts on Form 1099
unless it has provided sufficient information for another payor from which it receives such amounts
to backup withhold and report the payments and QI does not know that the other payor has failed
to backup withhold or report.
...
Sec. 6.04. Legal Prohibitions Against Disclosure of U.S. Non-Exempt Recipients.

41
(A) Accounts Established Prior to January 1, 2001. If QI knows an account holder is
a U.S. non-exempt recipient and the account holder’s account was established with QI
prior to January 1, 2001 (a pre-2001 account), QI agrees to the following procedures:
(1) If QI is prohibited by law, including by contract, from disclosing to a withholding agent
or to the IRS on Form 1099 the account holder’s name, address, and TIN, for reportable
payments paid to the account holder, then QI must–
(i) Request from the account holder the authority to make such a disclosure;
(ii) Request from the account holder the authority to sell any assets that generate, or could
generate, reportable payments; or
(iii) Request that the account holder disclose himself by mandating QI to provide a Form
W-9 completed by the account holder.
(2) QI must make the requests described in section 6.04(A)(1) at least two times during
each calendar year and in a manner consistent with QI’s normal communications with the
account holder (e.g., by mail, telephone, etc.). If QI is not authorized to initiate
communications with the account holder (e.g., QI can only communicate with the account
holder in person), QI must make the request at the time and in the manner that QI is
authorized to communicate with the account holder.
(3) Until QI receives a waiver of all prohibitions against disclosure or authorization to sell
all assets that generate, or could generate, reportable payments, or a mandate from the
account holder to provide a Form W-9, QI shall backup withhold on all reportable
payments paid to the account holder and report those payments on Form 1099 or, in the
case of reportable amounts and designated proceeds, provide another withholding agent
with all the information required for that withholding agent to backup withhold and report
the payments on Form 1099. If the account holder disposes of any assets that generate,
or could generate, reportable payments prior to providing QI with a waiver of all
prohibitions against disclosure or authorization to sell all such assets, QI shall apply
backup withholding and Form 1099 reporting in accordance with sections 3 and 8 of this
Agreement.
(4) If QI has not assumed primary Form 1099 reporting and backup withholding
responsibility but is authorized, or is mandated, to disclose the account holder’s name,
address, TIN and reportable amounts (and, designated broker proceeds if section 3.05(C)
of this Agreement applies) to a withholding agent, QI must provide the account holder’s
Form W-9 (or, if a Form W-9 was not obtained, the account holder’s name, address, and
TIN, if available) to the withholding agent together with appropriate withholding rate pool
information within 30 days of the date QI receives such authorization.
42
(5) If QI is authorized to dispose of the account holder’s assets that generate, or could
generate, reportable payments, QI must sell or exchange all such assets within 60 days
of receiving authorization. In addition, if QI later discovers that an account contains such
assets, QI must sell such assets within 60 days of the discovery. See sections 3 and 8 of
this Agreement for backup withholding and Form 1099 reporting responsibilities.
(6) If QI is not authorized to disclose the account holder’s identity or to sell or exchange
all of the account holder’s assets that generate or could generate reportable payments, but
QI is not prohibited by law, including by contract, from disposing of the account holder’s
assets even though it has not obtained specific authorization, QI must sell or exchange all
such assets on or before December 31, 2002, and apply backup withholding and Form
1099 reporting in accordance with sections 3 and 8 of this Agreement.
(B) Account Holder Discovered to be U.S. Non-Exempt Recipient. If QI’s records
indicate that the account holder of a pre-2001 account is a foreign person and the QI
discovers that the account holder is a U.S. non-exempt recipient, QI shall follow the
procedures of section 6.04(A) of this Agreement, except that if QI may legally sell or
exchange the account holder’s assets that generate, or could generate, reportable
payments without authorization, QI must sell or exchange all such assets on or before the
date that is 365 days after QI learns that the account holder is a U.S. non-exempt
recipient, or, if later, December 31, 2002.
(C) Accounts Opened on or After January 1, 2001. QI agrees to the following
procedures for accounts opened by U.S. non-exempt recipients on or after January 1,
2001 (post-2000 accounts):
(1) If QI is prohibited by law, including by contract, from disclosing to a withholding agent
or to the IRS on Form 1099 the account holder’s name, address, and TIN, for reportable
payments paid to the account holder, then QI must–
(i) Request from the account holder the authority to make such a disclosure;
(ii) Request from the account holder, prior to opening the account, the authority to exclude
from the account holder’s account any assets that generate, or could generate, reportable
payments; or
(iii) Request that the account holder disclose himself by mandating QI to transfer a Form
W-9 completed by the account holder.
(2) If QI is authorized to disclose the account holder’s name, address, TIN (if available)
and reportable amounts (and designated broker proceeds, if section 3.05(C) of this
Agreement applies), QI must obtain a valid Form W-9 from the account holder and, to the
extent QI does not have primary Form 1099 and backup withholding responsibility, provide
43
the Form W-9 to the appropriate withholding agent promptly after obtaining the Form W-9.
If a Form W-9 is not obtained, then QI must provide the account holder’s name, address,
and TIN, if any, to the withholding agents from whom QI receives reportable amounts (and,
if applicable, designated broker proceeds) on behalf of the account holder together with
appropriate withholding rate pool information relating to the account holder. To the extent
QI has assumed primary Form 1099 reporting and backup withholding, it must backup
withhold on all reportable payments until it receives a valid Form W-9.
(3) If QI is not authorized to disclose an account holder’s name and other required
information but is authorized to exclude from the account holder’s account any assets that
generate, or could generate, reportable payments, QI must follow procedures designed to
ensure that it will not hold any assets that generate, or could generate, reportable
payments in the account holder’s account.
(4) If QI is authorized to exclude from the account holder’s account any assets that
generate, or could generate, reportable payments and QI discovers that the account
contains such assets, QI must sell such assets within 60 days of discovering such assets
and apply backup withholding and Form 1099 reporting in accordance with sections 3 and
8 of this Agreement.
(5) QI agrees that if any account holder in a post-2000 account is discovered, after the
opening of the account, to be a U.S. non-exempt recipient then QI will–
(i) Immediately correct the withholding statement information provided to the withholding
agent, if necessary, and
(ii) Either obtain a Form W-9 within 60 days of discovering that the account holder is a
U.S. non-exempt recipient, and, if QI has not assumed primary Form 1099 reporting and
backup withholding responsibility, provide the Form W-9 to the appropriate withholding
agents together with appropriate withholding pool information promptly after obtaining the
Form W-9 or, if QI is not authorized to disclose account holder information, sell all of
the account holder’s assets that generate or could generate reportable payments within 60
calendar days from the day that QI discovers the account holder is a U.S. non-exempt
recipient. QI must backup withhold, or instruct a withholding agent to backup withhold on
any reportable payments made after the time QI discovers the account holder’s U.S. nonexempt
recipient status and before obtaining a valid Form W-9 from the account holder.
...

Sec. 12.02. This Agreement may be amended by the IRS if the IRS determines that such
amendment is needed for the sound administration of the internal revenue laws or internal
revenue regulations. The agreement may also be modified by either QI or the IRS upon
mutual agreement. Such amendments or modifications shall be in writing.
Sec. 12.03. Any waiver of a provision of this Agreement is a waiver solely of that
provision. The waiver does not obligate the IRS to waive other provisions of this
Agreement or the same provision at a later date.
Sec. 12.04. This Agreement shall be governed by the laws of the United States. Any legal
action brought under this Agreement shall be brought only in a United States court with
jurisdiction to hear and resolve matters under the internal revenue laws of the United
States. For this purpose, QI agrees to submit to the jurisdiction of such United States
court.