Business Valuation Methods

BUSINESS VALUATION METHODS

This Business Valuation Methods Agreement (the Agreement) is entered into as of Valuation Date: by and between Client Name: and Valuator Name:

RECITALS

WHEREAS, Client owns or controls the business known as Business Name: (the Company) and seeks an independent valuation for the purposes set forth herein; and

WHEREAS, Valuator is qualified to perform business valuations using recognized valuation methodologies and will prepare a written valuation report subject to the terms of this Agreement; and

WHEREAS, the Parties desire to define the scope, valuation methods, deliverables, fees and confidentiality obligations applicable to the valuation engagement.

SCOPE OF WORK

Valuator will perform a valuation of the Company as of Valuation Date stated above. The valuation will include analysis of historic financial statements, normalized earnings, adjustments, and application of selected valuation methodologies. Deliverables will include a written valuation report, exhibits showing calculations and assumptions, and an executive summary.

VALUATION METHODS

The Parties agree that the following valuation methods shall be considered. Valuator will indicate which methods are relied upon in the final report and provide the weighting and rationale for each method used.

PAYMENT TERMS

Client agrees to pay Valuator the fees and expenses set forth below. Fees are payable in accordance with the schedule and subject to the late payment provisions set forth herein.

Invoices are due within days of invoice date. Late payments shall incur interest at a rate of (or the maximum lawful rate if lower), and Client will reimburse reasonable collection costs and attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until Completion Date: unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon days' prior written notice. Upon termination, Client shall pay Valuator for all services performed and reasonable out-of-pocket expenses incurred through the effective date of termination. If Valuator has produced a draft report, Client shall return or pay for work completed as of termination.

CONFIDENTIALITY

Each Party will maintain as confidential all non-public information and materials provided by the other Party in connection with this engagement ("Confidential Information"), and will not disclose such Confidential Information to any third party except as expressly permitted in this Agreement. Valuator may disclose Confidential Information to employees, agents and consultants who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

Confidential Information does not include information that: (a) is or becomes generally available to the public through no breach of this Agreement; (b) was known by the recipient prior to disclosure as established by written records; or (c) is rightfully obtained from a third party without restriction. Notwithstanding the foregoing, Valuator may disclose Confidential Information to comply with a valid legal process or professional standards, provided Valuator gives Client prompt written notice and, where permitted, an opportunity to seek protective measures.

LIMITATIONS, RELIANCE AND WARRANTIES

Valuator will exercise professional care and will perform services in accordance with generally accepted valuation standards. Client acknowledges that valuation is an estimate based on assumptions and judgments and that different assumptions could produce different conclusions. Valuator makes no warranty as to future results, and Client agrees that Valuator's liability for claims arising out of this engagement will be limited to direct damages not to exceed the total fees paid by Client under this Agreement, except in cases of willful misconduct or gross negligence.

Yes — specify other parties and conditions below No

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 law principles. The Parties will attempt in good faith to resolve any dispute arising out of this Agreement by negotiation. If negotiation fails, the Parties agree that any unresolved dispute shall be submitted to binding arbitration in the chosen jurisdiction unless the Parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by both Parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Valuator may assign to an affiliate. Notices under this Agreement shall be in writing and delivered to the addresses set forth above.

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