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Valuation Agreement

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VALUATION AGREEMENT

This Valuation Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Valuer Name: (each a "Party" and collectively the "Parties").

WHEREAS

WHEREAS, Client requires an independent valuation of the assets, property or business interests described for the Purpose of Valuation: ; and

WHEREAS, Valuer has the qualifications, experience and independence necessary to perform such valuation in accordance with prevailing professional standards and the terms set forth below.

SCOPE OF WORK

Valuer shall perform an independent valuation of the Subject Assets described as:

Estimated completion date:

PAYMENT TERMS

Client agrees to pay Valuer the fees set forth below for services and deliverables rendered under this Agreement.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon written notice delivered to the other Party not less than Notice Period (days): prior to termination. Termination for cause may occur upon material breach that is not cured within thirty (30) days of written notice.

CONFIDENTIALITY

Each Party shall maintain in confidence all non-public information and materials provided by the other Party relating to this engagement ("Confidential Information") and shall not disclose such information to third parties except as required by law or as necessary to render services under this Agreement. Confidential Information does not include information that is or becomes publicly known other than by breach of this Agreement, or information lawfully received from a third party without restriction.

INDEMNIFICATION; LIMITATION OF LIABILITY

Client shall indemnify, defend and hold Valuer and its agents harmless from and against any liabilities, losses or expenses (including reasonable attorneys' fees) arising from Client's breach of its representations, warranties or obligations under this Agreement or from Client's use of the valuation for purposes not contemplated by Valuer at engagement. Valuer's liability to Client arising out of or relating to this Agreement shall be limited to direct damages not to exceed the total fees paid under this Agreement; in no event shall Valuer be liable for consequential, incidental, special or punitive damages.

REPORT USE AND RELIANCE

The valuation report prepared pursuant to this Agreement is for the exclusive use of Client for the Purpose of Valuation identified above. Any third-party reliance shall be permitted only upon prior written consent of Valuer and may be subject to additional terms and fees.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to choice of law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements. Any amendment or modification to this Agreement must be in writing and signed by both Parties.

REPRESENTATIONS

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing on its behalf is duly authorized to bind the Party.

Client:

By:

Date:

Valuer:

By:

Date:

Enter text✕

What a Valuation Agreement Is and When It Applies

A Valuation Agreement is a written contract that sets the terms under which an appraiser or valuation professional will determine the value of a business, asset, equity interest, or property. It defines the scope of work, valuation standard and date, assumptions and exclusions, deliverables, fee structure, payment terms, confidentiality obligations, and limits on liability. Clients use it to document expectations, manage risk, and create an enforceable record for transactions, tax reporting, litigation, estate settlement, or financing decisions.

Why a Clear Valuation Agreement Matters

A precise Valuation Agreement reduces disputes, clarifies professional responsibilities, and preserves admissibility of the valuation in tax, regulatory, or legal contexts. It also defines reliance and distribution rights for third parties and helps control costs and schedules.

Why a Clear Valuation Agreement Matters

Who Typically Prepares and Signs a Valuation Agreement

Valuation Agreements are used by parties who need a formal value determination and by professionals who prepare such reports.

  • Mergers & Acquisitions teams and corporate development groups seeking an independent value for transactions.
  • Accounting firms and tax advisers arranging valuations for tax reporting, gift and estate matters, or compliance.
  • Attorneys and litigation support specialists engaging experts for damages, marital dissolution, or shareholder disputes.

Signers usually include the client (or its authorized representative) and the valuation firm or individual appraiser; additional signatories may be required when relying third parties are named.

Typical Signers and Their Roles

Appraiser — Lead

The valuation professional who accepts engagement terms, performs analysis, and issues the report. Responsible for disclosures, methodology, and maintaining independence consistent with industry standards and any stated regulatory requirements.

Client — Authorized Rep

Individual or corporate officer authorized to retain the appraiser, approve the scope, and pay fees. Responsible for providing accurate information and for specifying who may rely on the valuation.

Core Elements to Include in a Professional Valuation Agreement

A comprehensive Valuation Agreement organizes responsibilities and expectations. Include these items to create a defensible and useful engagement.

Scope of Work

Describe exactly which assets, ownership interests, or rights will be valued, the intended use of the valuation, and any limitations or exclusions on the analysis.

Valuation Date

Specify the effective valuation date and any secondary dates; this controls the facts and market data the appraiser will consider.

Approach & Methodologies

Identify the valuation standards and methods (income, market, asset approaches) the appraiser will apply and when each is appropriate.

Deliverables

List deliverables (draft report, final report, executive summary), formats, and any agreed-upon exhibits, schedules, or workpapers to be produced.

Fees & Payment

Set the fee structure (flat, hourly, retainer), billing schedule, expense reimbursement, and conditions for fee adjustments or termination.

Reliance & Use

State who may rely on the report, restrictions on distribution, confidentiality obligations, and disclaimers of liability or third-party reliance.

Step-by-Step: Completing a Valuation Agreement

Follow these sequential steps to prepare, review, and finalize the Valuation Agreement efficiently and consistently.

  • 01
    Prepare Draft: Assemble scope, valuation date, and subject details for review.
  • 02
    Review Terms: Client and appraiser confirm methodologies, deliverables, and fees.
  • 03
    Authorize Signers: Identify and record authorized signatories and required approvals.
  • 04
    Execute Agreement: All parties sign, date, and exchange the final executed copy.

How to Configure an Online Valuation Agreement Workflow

A consistent online workflow reduces errors and speeds execution. Configure these fields before sending the document for signature.

Field Configuration
Signers and Order Set signer roles and sequential or parallel signing order.
Authentication Level Choose email, SMS code, or advanced verification as needed.
Conditional Fields Show or hide sections based on prior answers.
Notifications Configure reminders and final copies to recipients.

Where to Send and How the Valuation Agreement Is Routed

Understand the typical routing sequence and where completed documents are distributed.

  • Client Review: Client reviews draft and confirms scope and assumptions.
  • Appraiser Acceptance: Appraiser accepts terms and schedules the engagement.
  • Execution: Parties sign electronically or in-person per agreement.
  • Distribution: Final report distributed to authorized reliance parties.

Digital Signing and File Format Requirements

Choose a signing platform and file formats that meet legal and recordkeeping needs before sending the agreement.

  • File Types: PDF and DOCX are standard; PDF preferred for fixed-format reports.
  • Authentication: Use at least email verification; choose stronger methods for high-risk matters.
  • Integrations: Connect to cloud storage or CRM for automated archiving.

Confirm the chosen platform supports required compliance features (ESIGN/UETA adherence, audit trail, secure storage) and produces a tamper-evident final file.

Common Deadlines and Timing Expectations

Valuation engagements include several time-sensitive milestones; document them clearly to manage expectations and compliance.

Engagement Start:

Date client approves scope and pays any retainer.

Data Delivery:

Client supplies requested documents within agreed business days.

Draft Report Due:

Appraiser provides draft by the agreed delivery date.

Final Report Delivery:

Final report issued after client feedback and payment.

Objection Period:

Time window for client to request corrections or clarifications.

Key Milestones from Engagement to Final Report

This sequential timeline outlines the principal stages most valuation engagements follow.

01

Engagement Agreement

Terms signed and retainer received to begin work.

02

Data Collection

Client submits financials, contracts, and other supporting documents.

03

Analysis Phase

Appraiser performs valuation analyses and prepares draft.

04

Finalization

Report finalized, signed, and delivered to authorized parties.

Valuation Agreement vs. Engagement Letter: Key Differences

Compare commonly confused document types to pick the correct form and avoid scope or reliance issues.

Criteria Valuation Agreement Engagement Letter
Primary Purpose define valuation scope confirm client-service terms
Deliverable Focus formal valuation report ongoing services and billing
Third-Party Reliance often specified often excluded or limited
Legal Formality higher evidentiary weight administrative and billing focus

eSignature Vendor Pricing Snapshot for Signing Valuation Agreements

Common vendor pricing and feature availability for organizations that sign high volumes of valuation agreements electronically.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Plan 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Security, Compliance, and Technical Data to Check

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Audit Trail: Detailed timestamps, IP addresses, and action logs
BAA Availability: Business Associate Agreement required for HIPAA workflows
Standards: SOC 2 Type II and ISO 27001 certifications commonly available
Authentication: Email, SMS, KBA, or advanced signer verification
File Formats: PDF and DOCX supported for signed outputs

Legal and Operational Risks of Incomplete or Incorrect Agreements

Dispute Risk: Inaccurate scope invites contractual disputes
Tax Exposure: Incorrect valuation may cause IRS scrutiny
Reliance Limits: Unclear reliance clauses limit third-party use
Confidentiality Breach: Improper handling of sensitive data risks liability
Missing Signatures: Unsigned or mis-signed agreements may be unenforceable
Retention Failures: Deleting records prematurely impairs audits or disputes

Common Preparation Mistakes to Avoid

  • Failing to define the valuation standard precisely, which can result in inconsistent analyses and later disagreement over methodology.
  • Omitting who is permitted to rely on the valuation report, creating uncertainty for lenders or third-party users who may require explicit reliance language.
  • Leaving data delivery timelines vague, which delays analysis and can invalidate time-sensitive assumptions tied to the valuation date.
  • Not addressing confidentiality and data handling for sensitive financial, health, or personal data, exposing parties to regulatory or contractual breach.

Real-World Use Cases for Valuation Agreements

These concise case outlines show how Valuation Agreements are applied across common scenarios.

M&A Transaction

A strategic buyer commissions a valuation to set an offer price and confirm earnout metrics.

  • Independent expert review confirms valuation inputs.
  • The executed agreement restricted reliance to the buyer and lender, limiting exposure while enabling financing and closing on schedule.

Estate Planning

An estate engages a certified appraiser to value closely held stock for gift tax reporting.

  • Report used to support IRS positions during audits.
  • The agreement documented the valuation date, assumptions, and reliance, helping minimize later tax adjustment risks and estate disputes.

Practical Tips for Accurate and Efficient Completion

Adopt consistent drafting and execution practices to make valuations reliable and auditable.

Use a Standard Template
Start with a vetted template that includes standard scope, deliverables, and liability language to reduce review time and legal risk.
Specify Reliance Clearly
Name permitted reliance parties and any restrictions in the agreement to avoid unauthorized distribution or unexpected reliance claims.
Schedule Data Deadlines
Set explicit deadlines for client data delivery and interim milestones to keep the appraisal on schedule and preserve valuation assumptions.
Confirm Signatory Authority
Verify signers’ authority and include title lines to prevent enforceability challenges later.

Frequently Asked Questions About Valuation Agreements

Answers to common practical and legal questions about preparing, signing, and relying on Valuation Agreements.


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