This Agreement is between FP Transitions, LLC®, an Oregon Limited Liability Company (“we” or “us”) and you or your company (“you” or “your”).

1. Scope of Engagement. We will perform a business valuation for a 100% change of ownership interest in the customer list and files and the personal and enterprise goodwill of your practice, plus consulting agreements with the seller(s) and non-competition and/or non-solicitation agreements of seller(s). Your practice will be valued as a going-concern. We will complete the report within 30 calendar days of receiving a complete and accurate valuation questionnaire from you.

The purpose and intended use of the report is to determine what a willing buyer, having knowledge of reasonable facts, would pay for, and what a willing seller, having knowledge of reasonable facts, would accept for the assets of your practice if it were listed for sale on the open market, assuming normal market conditions, a reasonable marketing period, and typical payment terms upon sale or acquisition.

The valuation is not intended for use in legal disputes, tax filings, or regulatory matters. The value expressed in the report will represent the most probable selling price as of the date the report is completed. The value will be calculated using the direct market data method, a market-based approach that relies on the central tendency of value ratios from recent transactions of financial service practices that are similar in size to your practice. The valuation will comply with the standards in effect as of the date of the valuation report as promulgated by the National Association of Certified Valuators and Analysts (NACVA).  The scope of work to be performed will comply with the scope of work for a Calculation Report as defined in the NACVA’s professional standards.

2. Fee. You agree to pay us in advance a non-refundable fee of $1,495.00.

3. Term. The Term of this Agreement will end when the report has been delivered to you or one (1) year from the date of purchase, whichever is sooner. 

4. Confidentiality. Unless otherwise directed by you, we will not disclose to any third party the non-public information furnished by you other than as provided herein. We will use reasonable safeguards to protect your information that you identify as proprietary. We will have no liability for our disclosure of information available to the public. We may disclose your confidential and proprietary information as required by law, regulation, legal process, regulatory agency request, self-regulatory agency request, or other binding authority.

5. Research Data. You agree that we may cumulatively publish and/or utilize information learned or reviewed under the Scope of Engagement in this Agreement without releasing any specific or personally identifiable information that identifies you unless you provide us with written notice specifically requesting that your information is not included in such Research Data.

6. Limited License. You agree that the work performed by us and the methods, documents, agreements, and any spreadsheets we provide to you and your employees, partners, shareholders, or LLC members shall remain confidential and shall not be distributed, republished, or shared in any form or manner except with our written permission. Use of any information or document provided under this Agreement is restricted to your use only.  All written work and templates created by us shall remain our property.

7. Full Cooperation; No Fiduciary Duty. You acknowledge that our services are dependent on your full cooperation, and that we do not have decision-making authority or a fiduciary capacity in the work we perform for you.

8. Representations. You represent and warrant that you have read, fully understand, and agree to these Terms of Use (https://fptransitions.com/terms) and Privacy Policy (https://fptransitions.com/privacy) available by hyperlink on the home page of our website, www.fptransitions.com , or upon request.

9. Third-Party Disputes. If we are requested or compelled to provide information, advice, or testimony in a matter between you and a third-party, you will pay our fees and expenses in accordance with our then prevailing rates.

10. Limitation of Liability. OUR LIABILITY FOR THESE SERVICES IS LIMITED TO THE FEES PAID BY YOU UNDER THIS AGREEMENT. IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, DIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS AND LOSS OF DATA ARISING FROM OR IN CONNECTION WITH THE USE, DELIVERY, PERFORMANCE, OR NON-PERFORMANCE OF THIS AGREEMENT.

11. General Provisions. This Agreement may be modified only by a writing signed by you and us.  This Agreement is made and shall be performed entirely in Oregon.  Sections 5 through 11 survive the termination of this Agreement.  Any controversy or claim between us arising out of or relating to this Agreement shall be determined in accordance with Oregon law by binding arbitration in Clackamas County.  This Agreement contains the entire understanding of the parties with respect to the subject matter hereof.

Contact

You may contact us at the following address: 4900 Meadows Rd., Suite 300, Lake Oswego, OR 97035