Establishing secure connection…Loading editor…Preparing document…

Business Appraisal Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

Business Appraisal Agreement

Parties

Client Name:

Appraiser Name:

Recitals

WHEREAS, Client requires an objective and documented appraisal of the business described below for the stated purpose; and

WHEREAS, Appraiser is a qualified independent appraiser with experience performing business valuations and agrees to perform such appraisal in accordance with the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows.

Scope of Work

Payment Terms

Total Fee:

Late Fee:

Reimbursable Expenses: Appraiser will be reimbursed for pre-approved out-of-pocket expenses incurred in connection with the engagement. Such expenses will be invoiced and due in accordance with the invoice terms.

Term and Termination

Commencement Date:

Completion Date (Estimated):

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for material breach may be immediate if the breaching party fails to cure within 10 days of written notice of such breach.

Confidentiality

Each party shall treat as confidential and shall not disclose to any third party without the prior written consent of the other party any non-public information received from the other party in connection with this Agreement, except information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was in the receiving party's possession prior to receipt from the disclosing party; (c) is rightfully received by the receiving party from a third party without restriction on disclosure; or (d) is required to be disclosed by law or valid legal process, provided the receiving party gives prompt written notice to the disclosing party to permit a protective order or other remedy.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain confidential for so long as they qualify as trade secrets under applicable law.

Use and Reliance

The appraisal report prepared by Appraiser is prepared exclusively for the Client and may be relied upon by the Client for the stated purpose identified above. Reliance by third parties is permitted only with the express written consent of Appraiser and Client, and Appraiser's liability to any third party who obtains or relies upon the report without such consent is expressly disclaimed.

Standard of Care and Limitations

Appraiser will perform services in a professional manner consistent with the standards of the appraisal profession applicable to business valuations. Except as expressly provided herein, Appraiser makes no warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose.

Limitation of Liability: Except for damages arising from willful misconduct or gross negligence, Appraiser's cumulative liability arising out of or relating to this Agreement or the services performed hereunder shall not exceed the total fees paid by Client to Appraiser under this Agreement.

Independent Contractor; Assignment

Appraiser shall perform the services as an independent contractor. Nothing in this Agreement creates an employer–employee, partnership, or agency relationship between the parties. Appraiser shall not assign or subcontract the performance of services without Client's prior written consent, which shall not be unreasonably withheld.

Indemnification

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising from the Indemnitor's breach of this Agreement, negligent acts or willful misconduct.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Any dispute arising under this Agreement shall be resolved by arbitration or litigation as agreed in writing by the parties.

Entire Agreement; Amendments

This Agreement, including any appendices or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing, and shall be deemed given upon personal delivery, confirmed delivery by courier, or three (3) days after deposit in the mail, postage prepaid.

Acknowledgment

Client and Appraiser each acknowledge that they have read and understand this Agreement, that they have authority to enter into this Agreement, and that this Agreement constitutes a binding obligation enforceable in accordance with its terms.

Client:

By:

Date:

Appraiser:

By:

Date:

Enter text✕

What a Business Appraisal Agreement Is

A Business Appraisal Agreement is a written contract between a business valuation professional and a client that sets the scope, purpose, and terms for preparing a valuation report. It typically identifies the valuation date, valuation standard (for example, USPAP or AICPA standards when applicable), specific deliverables, fee and payment terms, confidentiality obligations, limiting conditions, and the responsibilities of both parties. The agreement also allocates liability, states applicable governing law, and may describe requirements for documentation, access to records, and dispute resolution procedures.

Why a Formal Agreement Matters

A Business Appraisal Agreement clarifies scope, responsibilities, deliverables, and fee terms to reduce dispute risk and provide a defensible audit trail. It sets valuation purpose and standards, allocates liability, and supports reliance by third parties such as lenders, courts, or tax authorities.

Why a Formal Agreement Matters

Who Typically Uses This Agreement

Typical users span valuation professionals, business owners, buyers, legal counsel, and financial institutions needing a formal valuation engagement.

  • Business owners requiring fair market assessments for sale or shareholder transactions.
  • Buyers or investors performing due diligence during acquisition negotiations process.
  • Lenders, courts, and tax authorities relying on documented valuation reports.

Using a written agreement improves enforceability, sets expectations, and speeds review by third parties and reduces later disputes.

Principal Roles and Signers

Appraiser

A credentialed valuation professional (CVA, ASA, or accredited appraiser) who prepares the report, certifies methods, and documents assumptions. The appraiser must disclose conflicts, maintain independence, and follow USPAP or relevant professional standards when applicable.

Signing Authority

An authorized representative of the client (owner, CEO, CFO, or board member) who can legally bind the entity. Verify corporate resolution or power of attorney if someone other than an officer signs on behalf of the company.

Essential Sections to Include

Core sections of a Business Appraisal Agreement define scope, standards, deliverables, fees, confidentiality, liability, and dispute resolution to produce a reproducible, defensible valuation report.

Engagement Scope

Specifies services, valuation purpose, assets included or excluded, analytic procedures, and timeline. Clear scope prevents misunderstanding about what the appraiser will review and what conclusions are intended for reliance.

Valuation Standard

Identifies the appraisal standards and methodologies to be applied (for example, market approach, income approach, asset approach) and any professional standards such as USPAP or AICPA valuation guidance.

Deliverables

Describes the report format, level of detail, supporting exhibits, oral briefings, and distribution list including any third-party reliance letters or restricted use clauses and timelines for draft and final delivery.

Fee Terms

Sets total compensation, retainer, billing milestones, reimbursable expenses, and consequences for cancellation or scope expansion, and any late-payment interest terms.

Confidentiality

Specifies confidentiality obligations, permitted disclosures to advisors or regulators, data handling procedures, and any required nondisclosure period or carve-outs and security measures for electronic transmission and storage.

Limitations & Liability

States limiting conditions, reliance caveats, disclaimer of third-party reliance if applicable, liability caps or indemnities, and procedures for dispute resolution including mediation or arbitration and time limits for claims.

Step-by-Step: Completing the Agreement

Follow these steps to complete a Business Appraisal Agreement accurately and create a clear, enforceable valuation engagement.

  • 01
    Scope: Describe services, approaches, report type, and any exclusions.
  • 02
    Valuation Date: State the effective valuation date used for analysis.
  • 03
    Fees & Terms: Specify fee structure, payment schedule, and expense reimbursement.
  • 04
    Signatures: Include signer names, titles, dates, and witness or notary if required.

Configuring an Online Workflow

Set up an online workflow to collect e-signatures, attach exhibits, and route the appraisal agreement for approvals.

Field Configuration
Signature Type Allow e-signature or image-based signatures
Authentication Email link, SMS code, or KBA options
Conditional Fields Show fee or scope fields based on role
Notifications Email reminders and completion receipts

Where and How Final Documents Are Sent

Typical routing and submission options for finalized appraisal agreements and signed reports, including electronic delivery and physical filing.

  • Send to Client: Email signed PDF and retain copy
  • Deliver to Lender: Provide certified copy with reliance letter
  • File with Court: Submit original, notarized if required
  • Archive: Store encrypted copy with audit logs

Technical and Security Requirements

Digital signing and integration requirements for executing, routing, and securely storing appraisal agreements within enterprise systems.

  • Formats: PDF, DOCX, and editable templates
  • Integrations: Salesforce, NetSuite, Google Workspace, Microsoft 365
  • Authentication: Email, SMS code, SSO, KBA options

Common Timing and Deadlines to Include

Common timing milestones and deadlines to include in the appraisal agreement to manage expectations and enforceability.

Effective Date:

Enter MM/DD/YYYY as the valuation effective date.

Retainer Due:

Payment typically due upon signing or within 5 business days.

Document Delivery:

Client must provide financials within 10 business days of engagement.

Draft Report:

Draft delivered within 15 to 30 business days after receipt.

Final Report Delivery:

Final report issued after comment resolution, typically within 5–10 business days.

Key Milestones from Engagement to Finalization

Key milestones from engagement through final delivery and review phases for a typical valuation engagement.

01

Engagement Signed

Agreement executed and retainer received to start work.

02

Data Collection

Client provides financials, contracts, and records.

03

Preliminary Report

Appraiser issues preliminary findings for review and comment.

04

Final Delivery

Finalize report after comments; deliver signed copies and certificate.

Common Preparation Errors to Avoid

  • Vague scope of work that omits excluded assets, valuation purpose, or intended users, leading to misuse of the report and disagreements.
  • Incorrect or inconsistent entity names, EINs, or valuation dates that cause delays, require amendments, or trigger backup withholding for tax reporting.
  • Failing to specify valuation standards or methodologies, which undermines defensibility and limits the report's usefulness for lenders or litigation.
  • Using unsigned or improperly authenticated electronic signatures without consent or retention language required under ESIGN can raise admissibility issues.

Risks and Potential Penalties

Delayed Transaction: Rework or missed closing dates.
Tax Withholding Risk: 24% backup withholding possible.
Third-Party Reliance: Courts or lenders may reject report.
Liability Exposure: Errors increase malpractice or indemnity claims.
Regulatory Fines: State or federal penalties for record failures.
Invalid Appraisal: Insufficient scope can void reliance.

Security and Compliance Overview

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Authentication: Email, optional SMS/KBA, SSO available
Audit Trail: Complete timestamped log with IP address
BAA Available: HIPAA BAA offered for covered workflows
Certifications: SOC 2 Type II, ISO 27001, PCI DSS
Retention & Export: Records exportable; long-term retention policies

eSignature Pricing and Feature Comparison

Comparison of common e-signature vendor plans and features relevant to executing Business Appraisal Agreements and compliance needs.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year No cap No cap No cap

Real-World Examples of Agreement Use

Two concise examples showing how standardized appraisal agreements reduce friction and support remote and multi-party transactions.

Optica Ventures

Optica Ventures used a standardized appraisal agreement to speed engagement setup across portfolio companies and ensure consistent scope.

  • Reduced administrative back-and-forth during valuations.
  • Standardized agreements clarified deliverables and allowed quicker sign-off. One team member noted: 'The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers.' The result was faster report delivery and fewer amendments.

Martin Properties

Martin Properties adopted electronic execution for appraisal agreements to close property portfolio sales remotely during COVID-era transactions.

  • Enabled signers in multiple states to execute quickly.
  • They reported an ability to execute documents online with compliance and security, noting improved efficiency for remote closings. As Tim Martin said, 'I can process and execute all of these documents online with 100% compliance and built-in security.'

Practical Tips for Accurate Agreements

Practical tips to make appraisal agreements precise, enforceable, and easy to execute electronically for all parties.

Define Intended Use Clearly
State the intended use (sale, financing, tax, litigation) and intended users explicitly. This determines standard of care, scope, and form of the report, and can change whether third parties may rely on the appraisal for their purposes.
Include Reliance Letters
Provide a reliance letter template or clause when third parties will rely on the report. Specify who may rely, any limitations, and fees or conditions for issuing such reliance to protect the appraiser and client.
Preserve Workpapers and Data
Preserve all workpapers, original financial statements, and source documentation used in the valuation. State retention periods and access permissions in the agreement to support audits, regulatory inquiries, or litigation defense.
Specify Dispute Resolution
Include clear dispute resolution procedures: mediation followed by arbitration or court, specify governing state law, and prescribe notice and cure periods to reduce litigation exposure and clarify remedies.

FAQs: Practical Answers for Common Questions

Common questions and practical answers for completing, signing, and storing a Business Appraisal Agreement in practice.


Need help? Contact support

be ready to get more
Join over 28 million airSlate SignNow users