Business UAR Redo

BUSINESS UAR REDO AGREEMENT

This Business UAR Redo Agreement (the "Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires a revision, correction and resubmission of a Uniform Appraisal Report ("UAR Redo") to address identified deficiencies, update data, and produce a compliant appraisal deliverable for the Subject Property or transaction described below; and

WHEREAS, Provider represents that it has the technical capability, qualifications and experience to perform the UAR Redo services and agrees to perform such services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the UAR Redo engagement.

PROJECT IDENTIFICATION

SCOPE OF WORK

Provider shall perform the UAR Redo services described below. Services include, but are not limited to, review of the original appraisal, correction of identified deficiencies, updating data and comparable selections, re‑calculation of adjustments, preparation of a revised Uniform Appraisal Report, and delivery of supporting work files and certification as required by Client.

PAYMENT TERMS

Client agrees to pay Provider for the services performed in accordance with the schedule and rates below. All amounts are stated in United States dollars unless otherwise specified.

All fees payable hereunder are exclusive of taxes. Provider shall be responsible for its own taxes and any taxes imposed on Provider's income; Client shall be responsible for any sales, use or other transaction-based taxes unless Provider provides a valid exemption certificate.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice describing the breach with reasonable particularity.

Upon termination, Provider shall deliver completed work and reasonable work-in-progress and Client shall pay Provider for services performed through the effective date of termination, including any non-cancellable commitments reasonably incurred by Provider.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is identified as confidential or would reasonably be considered confidential given its nature and the circumstances of disclosure. Provider and Client each agree: (a) to hold Confidential Information in strict confidence and not disclose it to third parties except as permitted by this Agreement; (b) to use Confidential Information solely for the performance or receipt of services under this Agreement; and (c) to take reasonable measures to prevent unauthorized access or disclosure.

Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach by the Receiving Party, (ii) was lawfully known to the Receiving Party prior to disclosure, (iii) is received from a third party without breach of an obligation of confidentiality, or (iv) is independently developed without use of the Disclosing Party's Confidential Information. The obligations of confidentiality shall survive termination for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY; WORK PRODUCT

Unless otherwise agreed in writing, Provider grants Client a non-exclusive, non-transferable right to use deliverables produced under this Agreement solely for the Client's internal purposes related to the identified transaction. Provider retains ownership of pre-existing materials, methodologies and proprietary tools. To the extent that deliverables contain Provider intellectual property, Provider grants Client a limited license as necessary to use the deliverables for the intended transaction.

INDEMNITY AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other from claims arising from its negligent acts or willful misconduct in connection with performance under this Agreement. EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested).

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved within thirty (30) days, disputes shall be resolved by the courts located in the applicable jurisdiction specified above.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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

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