Business Value Document

BUSINESS VALUE DOCUMENT

This Business Value Document (the "Document") is entered into effective as of by and between Client Name: with principal address and Valuator Name: with principal address .

WHEREAS

WHEREAS, Client desires a formal, written determination of the value of certain business assets, equity interests or enterprise value for planning, transaction, financing or internal assessment purposes; and

WHEREAS, Valuator represents that Valuator has the professional qualifications, skill and experience to perform such valuation services consistent with applicable professional standards and that Valuator will prepare the valuation in accordance with the scope set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $ . Payment shall be made according to the schedule set forth below. All amounts are due in United States dollars unless otherwise agreed in writing.

Late Payment: Any past-due amount shall accrue interest at a rate of (the "Late Fee"), compounded monthly, until paid. Client shall also reimburse Valuator for reasonable collection costs and attorneys' fees incurred in collecting past-due amounts.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Document for any reason upon written notice delivered at least days prior to the effective termination date. Termination shall not relieve Client of the obligation to pay for work performed and expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any provision and fails to cure within 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that during performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each receiving party shall (a) use Confidential Information solely to perform its obligations or exercise its rights under this Document, (b) limit disclosure to those employees, agents and permitted advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) protect such Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions include information that: (i) is or becomes generally available to the public other than through a breach of this Document; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by applicable law or valid legal process, provided it gives the disclosing party prompt notice and cooperates in any effort to obtain confidential treatment.

REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY

Each party represents that it has the full power and authority to enter into this Document and to perform its obligations. Valuator represents that the valuation deliverables will be performed in a professional manner consistent with applicable professional standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, AND VALUATOR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS DOCUMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO VALUATOR UNDER THIS DOCUMENT.

GOVERNING LAW; DISPUTE RESOLUTION

This Document shall be governed by and construed in accordance with the laws of , without regard to conflict of laws principles. The parties shall first attempt to resolve any dispute through good faith negotiation. If unresolved within 30 days, either party may pursue any available legal or equitable remedies in the courts located in the governing jurisdiction.

ENTIRE AGREEMENT

This Document, together with any appendices or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment or modification shall be binding unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights or delegate its obligations under this Document without the prior written consent of the other party, except that Valuator may assign receivables. Notices: All notices under this Document shall be in writing and delivered to the addresses set forth above or such other addresses as the parties may designate in writing.

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