Business VAF Document

BUSINESS VAF DOCUMENT

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing valuation, advisory and related services, and possesses expertise, personnel and resources relevant to the services described in this document; and

WHEREAS, Party B desires to engage Party A to perform certain valuation, analysis, and facilitation (collectively, the Services) for the business purpose described below, under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Business VAF Document, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

Scope of Work

Party A shall perform the Services described below. The Services shall include, but are not limited to, valuation analysis, preparation of a valuation summary, facilitation of review meetings, and delivery of final reports and supporting schedules.

Payment Terms

Compensation for the Services shall be paid by Party B to Party A in accordance with the following terms and schedule. All amounts are payable in United States dollars unless otherwise agreed in writing.

Late payments shall bear a late fee as described below. Party B agrees to reimburse Party A for any reasonable collection costs and attorney fees incurred in collecting overdue amounts.

Term and Termination

This Agreement shall commence on the Start Date set forth below and shall continue until the End Date, unless earlier terminated in accordance with this Agreement.

Start Date:

End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective date of termination. Either party may terminate for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non‑public information disclosed by either party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, financial data, valuation methodologies, trade secrets, client lists and other proprietary materials.

Each party shall: (a) maintain the confidentiality of the other party's Confidential Information using the same standard of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, agents or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) use Confidential Information solely for the purpose of performing its obligations under this Agreement.

The obligations of confidentiality shall not apply to information that: (i) was known to the receiving party without restriction at the time of disclosure; (ii) is or becomes publicly available through no wrongful act of the receiving party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law or valid order of a court or governmental authority, provided that, to the extent permitted, the receiving party provides prompt written notice to the disclosing party and cooperates in any effort to limit such disclosure.

Upon termination or expiration of this Agreement, each party shall promptly return or destroy the other party's Confidential Information and certify in writing that it has done so, except that one copy may be retained by counsel for compliance, archive or legal purposes subject to the confidentiality obligations of this Agreement. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets which shall survive for as long as such information qualifies as a trade secret under applicable law.

Governing Law; Dispute Resolution

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. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved by negotiation within thirty (30) days, the parties agree to submit the dispute to binding arbitration in the county where the governing state’s principal offices of the claimant are located, in accordance with the commercial arbitration rules applicable in that jurisdiction, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Entire Agreement; Amendments

This Agreement, together with any Schedules or Exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the address for notices provided by each party above or such other address as a party may designate by written notice to the other. Notices shall be deemed given upon receipt when delivered personally, by courier, by confirmed electronic transmission, or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested.

Miscellaneous Provisions

Each party represents and warrants that it has full corporate or individual authority to enter into this Agreement and that the execution and performance of this Agreement will not violate any agreement to which it is a party. Neither party shall assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assigning party remains liable for performance hereunder.

If any provision of this Agreement is held to be invalid or unenforceable under applicable law, such provision shall be modified to the extent necessary to make it valid and enforceable while preserving its intent, and the remaining provisions shall continue in full force and effect.

Signatures

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