Business Comparison Result

BUSINESS COMPARISON RESULT

THIS BUSINESS COMPARISON RESULT (the Agreement) is made and entered into as of by and between Consultant Name: and Client Name: .

WHEREAS

WHEREAS, Consultant is engaged in the business of providing objective comparative business analyses and advisory services to assist clients in evaluating competing business opportunities and operational alternatives; and

WHEREAS, Client has requested that Consultant perform a comparative analysis of identified businesses and provide a written result with findings, scoring, and a reasoned recommendation; and

WHEREAS, Consultant and Client desire to set forth the scope, payment, confidentiality, term and other terms governing the engagement and the delivery of the Business Comparison Result;

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

1. SCOPE OF WORK

Consultant will perform the comparison using reasonable professional methods, including data collection, financial and operational benchmarking, qualitative assessment of management and market positioning, and preparation of a written results summary and recommendation (the Deliverable). The Deliverable will identify material assumptions, data sources relied upon, and any limitations affecting the analysis.

2. COMPARISON RESULTS

The parties shall use the following criteria and scoring to compare the businesses. Consultant will compute weighted totals and provide a narrative explanation for each criterion.

Recommend Business A Recommend Business B No recommendation / Additional due diligence required

3. PAYMENT TERMS

Unless otherwise agreed in writing, payment is due within the period stated in the Payment Schedule. In the event of late payment, Client shall pay interest at a rate equal to % per month (or the maximum permitted by law if less) on any overdue amounts, plus any collection costs including reasonable attorneys' fees.

4. TERM AND TERMINATION

This Agreement commences on Start Date: and continues through End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Termination for material breach will be effective if the breaching party fails to cure the breach within thirty (30) days after written notice describing the breach.

5. CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. Confidential Information includes, without limitation, non-public financial data, business plans, pricing, client lists, and analysis prepared by Consultant that contain trade secrets or proprietary methodologies. The receiving party shall not use or disclose Confidential Information except to perform its obligations under this Agreement or as required by law, and shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

The obligations of confidentiality shall continue for a period of years following termination or expiration of this Agreement, except with respect to any Confidential Information that becomes publicly available through no breach by the receiving party.

6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising from this Agreement.

7. ENTIRE AGREEMENT

This Agreement, including any schedules and the Deliverable when delivered and accepted, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral. No modification of this Agreement is effective unless in writing and signed by both parties.

8. CERTIFICATION AND LIMITATIONS

Consultant certifies that, to the best of its knowledge, the data and analyses in the Deliverable are accurate and derived from sources described within the Deliverable. Consultant does not warrant future performance of any business or guarantee that the recommended course will achieve specific financial results. Client acknowledges that Consultant’s analysis is advisory in nature and decisions made by Client shall be its sole responsibility.

Client acknowledges receipt of the Deliverable and understands the limitations and scope set forth in this Agreement.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Consultant may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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