Business Valuations Report

Business Valuations Report

Client Name:   Valuation Firm:

Business Subject:   Effective Valuation Date:

Recitals

WHEREAS, Client has requested that Valuation Firm prepare a written valuation of the Business Subject for the purpose of determining fair market value, internal planning, and potential transaction negotiations; and

WHEREAS, Valuation Firm possesses the professional qualifications, experience, and independence necessary to perform the valuation in accordance with generally accepted valuation standards and the agreed scope of work set forth below; and

WHEREAS, the parties desire to memorialize the assumptions, scope, terms of engagement, and limiting conditions associated with the valuation engagement.

Executive Summary

Scope of Work

The Valuation Firm will perform the following services on the Effective Valuation Date provided above. The engagement includes an analysis of financial statements, interviews, market data review, selection and application of appropriate valuation approaches, and preparation of a written report containing findings and conclusion.

Valuation Approaches and Methods

The Valuation Firm may apply one or more of the following accepted valuation approaches. The selected approach(es) and the rationale will be described in the body of the report.

Market Approach — comparative company/transaction analysis and relevant market multiples.

Income Approach — discounted cash flow and capitalization of earnings where appropriate.

Asset Approach — adjusted book value or liquidation analysis where applicable.

Financial Information Reviewed

Assumptions and Limiting Conditions

Valuation Conclusion

Conclusion of Value (Currency):   Valuation Basis:

Supporting Documentation

Payment Terms

Valuation Fee (total):   Payment Schedule:

Payment Terms: Unless otherwise stated in the Payment Schedule, Client shall pay Valuation Firm within days of invoice receipt. Past due amounts shall accrue interest at a rate of percent per month or the maximum lawful rate, whichever is lower.

Term and Termination

Engagement Start Date:   Engagement End Date (if applicable):

Either party may terminate this engagement upon written notice to the other party delivered at least days prior to the effective date of termination. In the event of termination, Client shall pay Valuation Firm for services rendered and expenses incurred through the termination date, together with any reasonable wind-up costs.

Confidentiality

Valuation Firm shall treat Client's non-public proprietary information provided in connection with this engagement as confidential and shall not disclose such information to third parties except as required by law, as necessary to perform the engagement, or with Client's prior written consent. Confidential information does not include information that is or becomes publicly available through no wrongful act of Valuation Firm or that is rightfully received from a third party without restriction.

Governing Law

This Report and the engagement agreement contained herein shall be governed by and construed in accordance with the laws of the state of , without regard to choice-of-law rules that would apply the law of another jurisdiction.

Entire Agreement

This Report, including the Scope of Work and Payment Terms set forth herein, constitutes the entire agreement between Client and Valuation Firm with respect to the subject matter hereof, superseding all prior agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Certifications and Appraiser Information

I certify that the statements made in this report are true and the analysis conforms to my professional judgment. The valuation is based on the assumptions and limiting conditions set forth in this report and is valid only for the stated effective valuation date unless otherwise specified.

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