Business Valuation Report

BUSINESS VALUATION REPORT

This Business Valuation Report (the Report) is prepared by Valuation Firm: with principal address: and is delivered to Client Name: whose principal address is: Effective Valuation Date:

RECITALS

WHEREAS, Valuation Firm is engaged in the business of performing independent business valuations and possesses the professional expertise and qualifications to prepare a valuation report; and

WHEREAS, Client is the owner of or has an interest in the business identified as Subject Company: , located at ; and

WHEREAS, the parties desire that Valuation Firm prepare and deliver to Client an appraisal and written report setting forth Valuation Firm's professional opinion of the value of the Subject Company for the stated purpose of: .

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. ENGAGEMENT AND PURPOSE

1.1 Engagement. Client hereby engages Valuation Firm, and Valuation Firm accepts such engagement, to prepare a written Business Valuation Report addressing the value of the Subject Company as of the Effective Valuation Date stated above. The Report will set forth the scope, analyses, assumptions, methodologies, findings and conclusion of value.

1.2 Purpose. The opinion of value shall be prepared solely for the purpose stated in the Recitals and may not be relied upon for any other purpose without Valuation Firm's prior written consent.

2. SCOPE, STANDARDS AND ASSUMPTIONS

2.1 Scope. The scope of Valuation Firm's engagement shall include review of financial statements, interviews with management, analysis of market and industry data, and such other procedures as Valuation Firm deems necessary to form an opinion of value. The Report will identify and describe documents reviewed and persons interviewed.

2.2 Standards. The valuation shall be performed in accordance with generally accepted valuation standards appropriate to the engagement and applicable professional guidance. Where specific standards or professional statements govern the engagement, Valuation Firm will identify those standards within the Report.

3. VALUATION METHODOLOGY

3.1 Methods Considered. Valuation Firm will consider one or more accepted approaches to value including, as appropriate, the following approaches. Client may select preferences but Valuation Firm retains discretion to apply methods it deems appropriate.

Valuation Approaches (check all applicable): Income Approach (e.g., discounted cash flow)
Market Approach (e.g., guideline public company or transaction multiples)
Asset Approach (e.g., adjusted net asset method)
Other:

4. ASSUMPTIONS AND LIMITING CONDITIONS

4.1 Assumptions. The opinion of value will be based upon Valuation Firm's reasonable assumptions regarding facts and circumstances provided by Client and available public or third-party data. Material assumptions will be disclosed in the Report and include but are not limited to business continuity, accuracy of provided financial information, and absence of undisclosed liabilities.

4.2 Limiting Conditions. The valuation is subject to limiting conditions including, without limitation, the assumption that all material information provided by Client is true, correct and complete. Valuation Firm will not verify every assumption and expressly disclaims liability for undisclosed liabilities or fraudulent information.

5. DELIVERABLES

5.1 Report. Valuation Firm will deliver to Client a written Report that includes an executive summary, description of the business and industry, financial analyses, applied methodologies, assumptions, valuation calculations, and a concluded value.

6. FEES AND PAYMENT

6.1 Fees. Client agrees to pay Valuation Firm fees as agreed in writing. Fees may be based on time, fixed fee, or contingent arrangements as specified in this section and in any engagement letter.

7. CONFIDENTIALITY

7.1 Confidential Information. Valuation Firm will treat information received from Client as confidential and will not disclose such information to third parties except as required by law or with Client's prior written consent. Notwithstanding the foregoing, Valuation Firm may disclose aggregated or anonymized data that does not identify Client or the Subject Company.

8. REPRESENTATIONS AND WARRANTIES

8.1 Client Representations. Client represents and warrants that it has provided Valuation Firm with true, complete and accurate financial records and other information necessary to perform the valuation. Client further warrants that no material facts have been withheld which would render the provided information misleading.

9. LIMITATION OF LIABILITY

9.1 Exclusive Remedies. Valuation Firm's liability to Client for any claim arising out of or related to this engagement, whether in contract, tort or otherwise, shall be limited to direct damages not to exceed the total fees paid by Client to Valuation Firm under this engagement. Neither party shall be liable for consequential, incidental, punitive or special damages.

10. GOVERNING LAW; VENUE

10.1 Governing Law. This Report and any dispute arising out of or related to this engagement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflicts of law principles.

11. ENTIRE AGREEMENT

11.1 Integration. This Report, together with any executed engagement letter referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

12. SEVERABILITY

12.1 Severability. If any provision of this Report is held to be invalid or unenforceable under applicable law, such provision shall be struck and the remaining provisions shall remain in full force and effect.

13. NOTICES

13.1 Method. All notices required or permitted under this Report shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier, addressed to the party's address set forth in the opening paragraph or to such other address as either party may designate in writing.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 Amendments and Waivers. No amendment, modification or waiver of any provision of this Report shall be effective unless in writing and signed by both parties. No waiver by either party of any breach shall be deemed a waiver of any subsequent breach.

14.2 Counterparts. This Report may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

15. CERTIFICATION

15.1 Certification by Valuation Firm. Valuation Firm certifies that, to the best of its knowledge and belief, the analyses and opinions expressed in the Report are true and represent Valuation Firm's unbiased professional opinion as of the Effective Valuation Date, subject to the assumptions and limiting conditions set forth herein and in the Report.

15.2 Reliance. Client acknowledges that third parties may not rely on the Report without Valuation Firm's express written consent and that Valuation Firm does not accept responsibility for use of the Report by unauthorized third parties.

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