Business Goodwill Report

Business Goodwill Report and Engagement Agreement

Parties and Report Identification

Client Name:

Valuation Firm Name:

Sole proprietorship    Partnership    Limited Liability Company    Corporation    Other:

Recitals (WHEREAS)

WHEREAS, Client Name: owns or controls the business identified above; and

WHEREAS, Valuation Firm Name: is engaged to measure the goodwill and related intangible assets of the business in accordance with accepted valuation practices; and

WHEREAS, the parties desire an express written engagement setting forth the scope of work, assumptions, and terms under which the Business Goodwill Report will be prepared and delivered.

Scope of Work

The Valuation Firm will prepare a written Business Goodwill Report addressing the valuation of goodwill and related intangible assets for the business as of Valuation Date: . The report will include identification of intangible assets, normalization adjustments to historical financial statements, applicable valuation approaches, and a concluded goodwill value with supporting analysis.

Valuation Methodology and Assumptions

Valuation Date: . Fiscal Year End: .

The Valuation Firm will consider one or more accepted approaches including the income approach (capitalization or discounted cash flow), market approach (comparative multiples), and cost approach (where applicable). The parties acknowledge that conclusions will be drawn using reasonable judgment and available information; adjustments and assumptions will be disclosed in the report.

Payment Terms

Fee Amount: . Payment Schedule:

A non-refundable deposit may be required to commence work. Late payments shall incur interest at the rate of per month on outstanding amounts, together with any collection costs.

Term and Termination

Engagement Start Date: . Anticipated Completion Date: .

Either party may terminate this engagement for material breach or insolvency upon written notice. Termination by either party requires prior written notice to the other party at least days in advance, except where immediate termination is warranted by law or gross misconduct. Upon termination, Client shall pay for all work performed to the date of termination and for reasonable wind-down costs.

Confidentiality

The Valuation Firm and the Client shall treat as confidential all non-public financial data, trade secrets, and proprietary information furnished in connection with this engagement. Confidential information shall not be disclosed to third parties except as required by law or with the prior written consent of the disclosing party. Notwithstanding the foregoing, the Valuation Firm may disclose summary conclusions to prospective purchasers or advisors provided such disclosure does not include confidential financial details without Client consent.

Representations, Warranties and Certifications

The Client represents and warrants that all information supplied to the Valuation Firm is true, complete and not misleading. The Client agrees to promptly notify the Valuation Firm of any material change in the facts or circumstances that would affect the conclusions in the report. The Client further certifies the documents listed below are provided and accurate to the best of the Client's knowledge:

Financial statements (historical)    Tax returns    Customer lists/contracts    Lease agreements    Other:

Owner Certification: I hereby certify that the information provided is true and that I have authority to request this valuation. I certify the above.

Governing Law; Entire Agreement

This Agreement and any disputes arising out of this engagement shall be governed by the laws of the State of without regard to its conflict of laws principles.

This document, together with any schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior oral or written agreements. Any modification must be in writing and signed by both parties.

Limitation of Liability

The Valuation Firm's liability for any claim arising out of this engagement shall be limited to direct damages and shall not exceed the fees paid for the specific engagement, except in cases of willful misconduct or gross negligence. Neither party shall be liable for consequential, incidental, or punitive damages.

Certification of Report Preparation

The Valuation Firm certifies that the report will be prepared by qualified personnel and that the conclusions will reflect the professional judgment of the preparer based on the facts and assumptions set forth in the report. Preparer agrees to disclose any conflicts of interest that could reasonably be expected to impair objectivity.

Sign Now