Healthcare Appraisal Agreement

Healthcare Appraisal Agreement

This Healthcare Appraisal Agreement (the Agreement) is entered into as of between:

Parties

Recitals and Purpose

Client requests and Appraiser agrees to perform an appraisal of the healthcare-related asset(s) described below for the purpose of valuation, accounting, financing, regulatory compliance, or other lawful purposes identified by Client. The Subject of Appraisal:

Scope of Work

Appraiser shall perform a written appraisal addressing the fair market value and any additional valuation opinions expressly requested by Client. The appraisal will include valuation methodology, assumptions, data sources, analysis, and a signed report. Specific tasks include:

1. Identification and inspection of the subject identified above; 2. Review of financial and operational records provided by Client; 3. Selection and application of appropriate valuation methods, which may include income, market, and cost approaches; 4. Preparation of a written report including summary, conclusions, and supporting schedules. Any limitation on scope must be stated in writing at or before engagement acceptance.

Standards, Methodology, and Reliance

Appraiser will perform services in accordance with generally accepted appraisal standards applicable to healthcare valuation. Appraiser's opinions are based upon information available at the time of report and on assumptions identified in the report. Client and third-party reliance on the appraisal requires express written permission from Appraiser. Appraiser shall not be responsible for matters outside the scope of engagement or for undisclosed facts or information.

Access to Records; HIPAA and Confidentiality

Client shall provide Appraiser with access to necessary books, records, financial information, and personnel. Where protected health information (PHI) is necessary for the appraisal, Client represents that it has authority to disclose such PHI and hereby authorizes Appraiser to access the following patient records as necessary for the appraisal:

Appraiser will maintain confidentiality of PHI and other confidential information and shall use such information solely for purposes of performing the appraisal. Appraiser shall implement administrative, physical, and technical safeguards to protect PHI consistent with applicable privacy laws. Client acknowledges that anonymization or redaction of direct identifiers may be required prior to transmission, unless Client has provided specific written authorization to transmit identifiable PHI.

Fees, Retainer, and Expenses

Client shall pay Appraiser compensation as follows:

Reasonable out-of-pocket expenses (travel, document reproduction, third-party reports, and other agreed costs) are reimbursable in addition to fees. Payment terms: invoices are due within days of invoice date. Overdue balances may accrue interest at a rate of unless otherwise agreed in writing.

Deliverables and Timing

Appraiser shall deliver a written appraisal report to Client. Estimated delivery timeframe: after receipt of required information and retainer. Format of deliverable:

Limitation of Liability; Disclaimer

Appraiser's liability for claims arising from this engagement shall be limited to direct damages not to exceed the greater of the fees paid under this Agreement or . In no event shall Appraiser be liable for consequential, special or punitive damages. Client acknowledges that valuation opinions are opinions only and are not guarantees of value.

Indemnification and Insurance

Client agrees to indemnify and hold Appraiser harmless from and against claims, liabilities, and expenses arising from Client's breach of representations, misuse of the appraisal report, or unauthorized disclosure of PHI. Appraiser shall maintain professional liability insurance in amounts customary for the profession.

Termination

Either party may terminate this Agreement upon written notice if the other party materially breaches and fails to cure within days. Upon termination Client shall pay Appraiser for work performed through termination and for reasonable costs incurred.

Records Retention and Destruction

Appraiser will retain work files and supporting documentation for a period of years unless legal or regulatory requirements dictate otherwise. Upon expiration or at Client's written request, Appraiser will return or securely destroy confidential materials in accordance with applicable law.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of without regard to conflict of laws principles. Parties agree to attempt resolution of disputes through good-faith negotiation. If unresolved, disputes shall be resolved by binding arbitration in the agreed jurisdiction unless otherwise required by law.

Representations

Client represents that it has authority to engage Appraiser and to provide access to records requested, and that all information provided to Appraiser will be true, correct, and complete to the best of Client's knowledge. Client further represents that it will notify Appraiser of any material changes that may affect the appraisal.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions and understandings. Amendments must be in writing and signed by both parties. If any provision is held unenforceable, the remaining provisions shall continue in full force and effect.

Acknowledgment and Authority to Proceed

By signing below, Client authorizes Appraiser to proceed with the appraisal in accordance with the terms set forth herein and acknowledges receipt of this Agreement.

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