Business Evaluation Proposal

BUSINESS EVALUATION PROPOSAL

Proposal Date:

Client Name:    Client Address:

Evaluator Name:    Evaluator Address:

RECITALS

WHEREAS, Client seeks a professional evaluation of Client's business operations, financial condition, and growth opportunities (the "Evaluation"), and desires a written report containing findings and recommendations; and

WHEREAS, Evaluator possesses the expertise and experience to perform such Evaluation and has proposed the scope, deliverables, timeline and fees set forth in this Proposal; and

WHEREAS, the parties agree to be bound by the terms and conditions contained in this Proposal upon Client’s acceptance and payment of any required deposit.

SCOPE OF WORK

Estimated Completion Date:

PAYMENT TERMS

Total Fee: $ . Fees are exclusive of applicable taxes and reimbursable expenses unless otherwise stated.

Deposit: $ payable upon acceptance. Balance: $ due on or before .

Late Payment Fee: % per month on overdue amounts after a grace period of days. Client agrees to reimburse reasonable collection costs and attorney fees incurred to collect past-due amounts.

Reimbursable Expenses: Travel, lodging, and out-of-pocket expenses will be invoiced separately and are payable within days of invoice. Expense cap (if any): $ .

TERM AND TERMINATION

Term Commencement Date: . Anticipated Termination Date: .

Either party may terminate this Proposal for convenience by providing written notice to the other party at least days prior to the intended termination date. If terminated prior to completion, Client shall pay Evaluator for services performed and reasonable non-cancellable costs incurred through the termination date.

Termination for material breach is effective immediately upon written notice if the breaching party fails to cure within days of receipt of written notice describing the breach.

CONFIDENTIALITY

Evaluator shall treat as confidential all non-public business, financial and technical information disclosed by Client in connection with the Evaluation ("Confidential Information"), shall not disclose Confidential Information to third parties except as required to perform the Evaluation, and shall use Confidential Information solely for the purpose of performing the Evaluation. Confidentiality obligations shall continue for years following termination or completion, except for information that: (a) becomes public without breach; (b) is rightfully received from a third party without obligation of confidentiality; or (c) is independently developed by Evaluator.

Upon termination or request, Evaluator will return or destroy Confidential Information and certify destruction upon Client’s written request.

GOVERNING LAW

This Proposal shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any dispute arising out of or relating to this Proposal shall be subject to the exclusive jurisdiction of the state and federal courts located in that state.

ENTIRE AGREEMENT

This Proposal, together with any appendices or attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification to this Proposal must be in writing and signed by both parties.

ADDITIONAL TERMS

By signing below, Client accepts the terms of this Business Evaluation Proposal and authorizes Evaluator to commence work upon receipt of the required deposit.

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