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Valuation Engagement Agreement

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VALUATION ENGAGEMENT AGREEMENT

Parties and Engagement Date

Client Name:

Valuation Firm Name:

Engagement Date:   Valuation Effective Date:

Recitals and Purpose

This Valuation Engagement Agreement (the "Agreement") confirms the terms under which the Valuation Firm will perform valuation services for the Client for the purpose specified below. The Client engages the Valuation Firm to prepare a valuation of the subject asset(s) in accordance with the scope, assumptions and limitations set forth herein.

Scope of Engagement

The Valuation Firm will perform a valuation of the following subject(s):

Fair Market Value    Investment Value    Liquidation Value    Other:

Deliverables and Timing

Comprehensive Valuation Report    Summary Report    Calculation Memorandum

Fees, Expenses and Billing

Client agrees to pay fees in accordance with the fee schedule below. Fees are due pursuant to the Payment Terms section. Unless otherwise agreed in writing, fees do not include travel, extraordinary research costs, or third-party report fees, which will be billed as expenses.

Description Quantity Unit Rate Amount
Subtotal
Estimated Expenses
Tax
Total Due

Payments are due within days of invoice date. Late payments accrue interest at . If collection action is required, Client will reimburse reasonable collection costs, including attorneys' fees.

Client Cooperation and Reliance

Client shall provide full access to requested records, management and third-party information necessary for the Valuation Firm to complete the engagement. The Valuation Firm may rely on the accuracy and completeness of information provided by Client or third parties. The Client agrees to notify the Valuation Firm promptly of any material changes to information supplied.

Confidentiality and Use of Report

The Valuation Firm will treat information provided by Client as confidential and will not disclose such information except as required by law or with Client's prior written consent. The written valuation report is prepared for the exclusive use of the Client and identified intended users and may not be relied upon by third parties unless expressly authorized in writing. Any distribution of the report must be in its entirety unless otherwise agreed in writing.

Conflicts, Independence & Professional Standard

The Valuation Firm represents that, to the best of its knowledge, no material conflicts of interest exist that would impair objectivity, except as disclosed in writing. Services will be performed in accordance with applicable professional standards and customary valuation practice, using professional judgment and methodologies appropriate to the engagement.

Limitation of Liability and Indemnity

The Valuation Firm's liability for claims arising from this engagement, whether in contract, tort or otherwise, shall be limited to direct damages and capped in aggregate at the total fees actually paid by the Client for the services under this Agreement. Neither party shall be liable for consequential, incidental or punitive damages. Client shall indemnify and hold harmless the Valuation Firm from liabilities arising out of Client-supplied information or misuse of the report, except to the extent caused by the Valuation Firm's gross negligence or willful misconduct.

Termination

Either party may terminate this Agreement upon written notice if the other party materially breaches its obligations and fails to cure within fourteen (14) days after written notice. Upon termination, Client shall pay for all work completed and reasonable costs incurred through the termination date, including preparatory and wind-down activities.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the state of . The parties agree to attempt to resolve disputes in good faith through negotiation; if unresolved, disputes shall be submitted to binding arbitration or litigation as selected here:    Arbitration    Court Proceedings

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or such other addresses as the parties may designate in writing).

Miscellaneous

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior proposals or agreements. Any amendment must be in writing and signed by both parties. If any provision hereof is determined to be invalid, the remaining provisions shall remain in full force.

Acceptance

By signing below, the undersigned represent and warrant that they have the authority to bind the respective party to the terms of this Agreement and accept the Scope, Fees and Terms described herein.

Client:

By:

Date:

Title:

Valuation Firm:

By:

Date:

Title:

Enter text

What the Valuation Engagement Agreement Is and Why It Matters

A Valuation Engagement Agreement is a written engagement letter between a valuation professional (appraiser, analyst, or firm) and a client that sets the scope, standard of value, valuation date, deliverables, fees, assumptions, and limits on reliance. The document defines responsibilities, delivers the work product (report or summary), and records any special conditions or third-party reliance clauses that affect use in tax, financing, litigation, or transaction contexts.

How the Agreement Protects Parties and Clarifies Expectations

A clear engagement letter reduces misunderstandings, limits professional liability, documents agreed methods and assumptions, and creates a consistent record for audits, lenders, or courts. It establishes timing, scope, and payment terms so both client and valuator know their obligations.

How the Agreement Protects Parties and Clarifies Expectations

Typical Users and Stakeholders

The Valuation Engagement Agreement is used by valuation providers, corporate owners, and professional advisors to formalize valuation work.

  • Valuation firms and appraisers preparing formal reports for tax, transaction, or litigation purposes.
  • Business owners and company management commissioning valuations for sale, financing, or tax compliance.
  • Lenders, CPAs, and attorneys who rely on or review the valuation for underwriting or advisory purposes.

The agreement keeps multiple stakeholders aligned and provides an evidentiary record of the valuation's intended use and limits.

Core Sections to Include in a Professional Engagement

A robust Valuation Engagement Agreement organizes scope, methodology, timing, responsibilities, fees, and limitations so the report is usable and defensible across intended uses.

Scope of Work

Describe the assets or equity interests to be valued, the valuation purpose, and whether a full report or summary deliverable is required.

Standard & Premise

State the standard of value (fair market value, fair value, investment value) and the premise of value (going concern, liquidation).

Valuation Date

Specify the valuation date and any interim valuation assumptions that affect comparables, market data, or cash flow projections.

Deliverables

List required outputs (full report, executive summary, supporting schedules) and format expectations, including electronic file types.

Fees & Payment

Record fee structure, billing milestones, retainers, and expenses, plus payment terms and consequences of late payment.

Limitations & Reliance

Define who may rely on the report, disclaimers, confidentiality, dispute resolution, and any restrictions on distribution.

Step-by-Step: From Drafting to Final Delivery

Follow these sequential steps to prepare, approve, and execute a valuation engagement efficiently and with a clear audit trail.

  • 01
    Prepare the Draft: Assemble scope, assumptions, and supporting data.
  • 02
    Review Internally: Legal and finance review for terms and risk allocation.
  • 03
    Finalize and Sign: Collect signatures and any required notarization.
  • 04
    Deliver Report: Provide agreed deliverables and retain execution records.

Practical Configuration for an Online Valuation Workflow

Configure the digital workflow to capture identity, enforce routing, and retain an auditable record when using electronic signing platforms.

Field Configuration
Authentication Method Email link | SMS code | KBA as required
Signature Type Electronic signature with audit trail
Notarization Option RON session or in-person notarization
Retention Format PDF/A with audit trail export

How Electronic Completion and Delivery Typically Flow

A consistent, documented sequence reduces signer friction and preserves a defensible audit trail for the valuation engagement.

  • Upload Agreement: Sender uploads PDF or DOCX and prepares fields.
  • Place Fields: Add signature, initial, and date fields.
  • Send to Signer: Route via email link or bulk send.
  • Receive Signed Copy: Signed PDF plus certificate of completion.

Technical and Integration Considerations

Ensure the platform supports required file types, authentication, and integration with your systems before executing electronically.

  • File Formats: PDF, DOCX, HTML supported
  • Integrations: Salesforce, NetSuite, Microsoft 365
  • Authentication: Email, SMS, KBA, SSO

Common Legal and Financial Risks

Incorrect Reliance: Client reliance beyond scope may produce liability
Name Mismatch: Mismatched parties can invalidate the agreement
Missing Signatures: Unsigned pages may defeat enforceability
Late Delivery: Missed deadlines can undermine intended use
Insufficient Assumptions: Vague assumptions reduce report defensibility
Data Retention Gaps: Failure to retain records invites regulatory risk

Avoidable Mistakes When Preparing an Engagement

  • Failing to define the standard of value and premise causes conflicting expectations and weakens the report.
  • Using informal or abbreviated party names leads to administrative rejection or enforceability questions at closing.
  • Neglecting to list excluded assets or liabilities creates scope disputes and increases revision work.
  • Not specifying allowable reliance and distribution can lead to unauthorized third-party reliance and liability claims.

Key Timing Milestones to Specify in the Agreement

Set explicit dates for delivery, review, and payment to align expectations and preserve the valuation's relevance for its intended use.

Engagement Effective Date:

Mutually agreed date that triggers obligations and scope

Data Delivery Deadline:

Date by which client must provide financials and supporting materials

Draft Report Due:

Target date for a draft review, often expressed in business days

Final Report Delivery:

Final delivery date tied to acceptance of draft or payment milestones

Payment Due Date:

Invoice terms such as due on receipt or net 30

Typical Engagement Milestones

A simple numbered milestone sequence helps teams track progress from signing to final delivery.

01

1. Agreement Signed

Execution of the engagement letter by authorized signers

02

2. Data Submission

Client delivers financials and requested documents

03

3. Draft Review

Reviewer comments and reconciliation of assumptions

04

4. Final Report

Delivery of the signed final valuation report

Real-World Examples of Electronic Execution

These examples show how organizations use digital workflows to execute valuation engagements and related documents.

Optica Ventures LLC — COO

Optica needed a streamlined way to get engagement letters signed across remote investors and management.

  • Faster execution across mobile and desktop.
  • "The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers."

Martin Properties — Founder

A regional real estate firm required compliant execution of valuation letters and appraisal exhibits for lenders.

  • Reduced in-person signings and physical storage.
  • "I can process and execute all of these documents online with 100% compliance and built-in security. Whether on mobile or working offline, I can get forms back to their necessary parties efficiently."

eSignature Pricing and Capability Snapshot for Valuation Workflows

Below is a concise comparison of common eSignature providers and features relevant to executing Valuation Engagement Agreements. Pricing reflects published plan starting points.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial, no credit card required No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions About Valuation Engagement Agreements

Answers to common questions about executing, correcting, and preserving valuation engagement agreements and their signed records.


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