Business IRR Document

Business IRR Document

Client Name:    Service Provider Name:

Project / Investment Name:

Effective Date: Day   Month   Year

WHEREAS

WHEREAS, Client engages Provider to prepare, calculate and certify internal rate of return analyses (the IRR Calculations) and related cash flow schedules, sensitivity analyses and supporting assumptions in connection with the Project / Investment Name identified above; and

WHEREAS, Provider represents that it has the professional expertise, tools and personnel necessary to produce IRR Calculations in accordance with accepted financial methods and the specific assumptions agreed by the parties; and

WHEREAS, the parties desire to set forth the scope, methodology, payment, confidentiality and other material terms governing Provider's preparation and delivery of the IRR Calculations.

Scope of Work

Provider shall perform the following services with respect to the IRR Calculations. Provider will prepare an IRR report that includes a statement of assumptions, a schedule of projected cash inflows and outflows, the computed internal rate(s) of return, and a sensitivity analysis reflecting alternate key assumptions.

Payment Terms

Client shall pay Provider fees for the services described above in accordance with the following terms. Fees are exclusive of applicable taxes unless otherwise stated.

Payment is due within days of invoice. Late payments shall accrue interest at a rate of % per month, compounded monthly, or the maximum rate permitted by law, whichever is less. Client shall also be liable for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement commences on the Start Date and continues until the services are completed and delivered to Client, unless earlier terminated in accordance with this Agreement.

Start Date: Day   Month   Year

Anticipated Completion / End Date: Day   Month   Year

Either party may terminate for material breach if the breach is not cured within the notice period above. Provider may suspend performance if Client fails to pay fees when due, without prejudice to Provider's right to terminate and seek damages. Termination shall not relieve Client of obligation to pay fees for services performed through the effective date of termination nor for work performed pursuant to accepted deliverables.

Confidentiality

Each party (Recipient) shall hold in strict confidence all non-public, proprietary or confidential information received from the other party (Discloser) and shall not use such information except to perform its obligations under this Agreement. Confidential Information includes, but is not limited to, financial projections, underlying cash flow data, client lists, pricing, and proprietary valuation assumptions.

Confidential Information does not include information that: (a) is or becomes generally known through no breach by Recipient; (b) was rightfully in Recipient's possession prior to receipt from Discloser; (c) is received by Recipient from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information as required by law or by a court order, provided Recipient gives Discloser prompt written notice where legally permissible and cooperates with Discloser's reasonable efforts to limit such disclosure.

The parties acknowledge that monetary damages may be inadequate to remedy breaches of this Confidentiality provision and agree that the Discloser shall be entitled to seek injunctive relief, specific performance, or other equitable remedies without proving actual damages.

Certification of IRR Calculation

Provider certifies that the IRR Calculations supplied to Client will be prepared in good faith using the agreed assumptions and customary financial methodologies. Provider does not warrant the future performance of the Project or any investment return; the IRR Calculations are estimates based on assumptions disclosed in the deliverable and are not guarantees of actual results. Client acknowledges responsibility for independently verifying assumptions relied upon for investment decisions.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Any dispute arising under this Agreement shall be resolved in the state or federal courts located within that state, and the parties consent to personal jurisdiction therein.

Entire Agreement and Amendments

This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

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