Business CMA Document

Business CMA Document

Parties and Background

This Business Comparative Market Analysis Agreement (the Agreement) is entered into as of (the Effective Date), by and between:

WHEREAS, Client desires to obtain a Comparative Market Analysis (CMA) of Client's business operations, assets, and market positioning for the purpose of evaluating current market value, pricing strategy, or sale preparations; and

WHEREAS, Consultant is qualified by training and experience to prepare a business-oriented CMA that includes market comparables, revenue and expense benchmarking, valuation indicators and recommended positioning; and

WHEREAS, the parties desire to set forth the terms under which Consultant will prepare and deliver the CMA and the obligations of the parties with respect thereto.

Scope of Work

Consultant shall perform the following services (collectively, the Services):

Deliverables will be provided in electronic format within business days after receipt of complete financial and operational documentation from Client.

Payment Terms

Late payment shall accrue interest at per month (or the maximum lawful rate if less) following a grace period of days after invoice date.

Term and Termination

This Agreement shall commence on the Effective Date and continue until completion of the Services unless earlier terminated in accordance with this section. The initial term begins on and, unless extended, ends on .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. In addition, either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Consultant for Services performed and reimbursable expenses incurred through the effective date of termination, together with any reasonable wind-down costs.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other party (Receiving Party) in connection with the Services, including but not limited to financial statements, customer lists, pricing, business plans, trade secrets, and valuation inputs. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) is already known to Receiving Party at the time of disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Confidential Information.

Receiving Party shall (i) hold Confidential Information in strict confidence and use at least the same degree of care it uses to protect its own confidential information (but in no event less than reasonable care); (ii) use Confidential Information solely for the purposes of performing obligations or exercising rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, consultants or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Notwithstanding the foregoing, Receiving Party may disclose Confidential Information to the extent required by court order, subpoena, or applicable law, provided Receiving Party gives Disclosing Party prompt written notice and cooperates, at Disclosing Party's expense, in any reasonable effort to obtain a protective order or other relief.

Representations and Warranties; Limitation of Liability

Each party represents and warrants that it has full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Consultant warrants that Services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, CONSULTANT PROVIDES THE CMA AND ALL DELIVERABLES ON AN "AS-IS" BASIS AND MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT. CONSULTANT'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO CONSULTANT UNDER THIS AGREEMENT.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties agree to attempt to resolve disputes in good faith through negotiation. If the dispute is not resolved within thirty (30) days, the parties may pursue any available legal or equitable remedy in the courts of the chosen jurisdiction.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or waiver of this Agreement must be in writing and signed by both parties.

Miscellaneous Provisions

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Consultant may assign to an affiliate or in connection with a sale of substantially all of its business assets.

Independent Contractor: Consultant is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, partnership or joint venture relationship.

Client Entity Type

Indicate Client entity type (select all applicable):

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