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 provide you with tools and services to help you professionally manage the equity in your financial services practice (the “Practice”).  During the Term of this Agreement, we will provide to you:

• One Comprehensive Valuation Report;
• One continuity plan between two individual parties;
• Thirty minutes of continuity plan consulting;
• Thirty minutes of valuation consulting;
• Advance notification for open-market listings;
• Access to webinars and materials; and
• Exclusive newsletters.

Annual program benefits reset each term and do not roll over into subsequent annual terms.

2. Term. The Term of this Agreement is 12 months (1 year) from the date of engagement.  This Agreement will automatically renew for successive 12-month Terms until you or we provide written notice of termination at least 30 days in advance of your renewal date.

3. Scope of Valuation. We will perform a Comprehensive Valuation Report (“CVR”) for a 100% change of ownership interest in the customer list and files and the personal and enterprise goodwill of the Practice, plus consulting agreements with the seller(s) and non-competition and/or non-solicitation agreements of seller(s). The Practice will be valued as a going-concern. 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 the 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 the 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). We warrant that neither we nor our affiliates have a financial interest or contemplated financial interest in you, the Practice, or the subject of the CVR we provide you pursuant to this Agreement.

4. Valuation Term. We will complete the CVR within 30 business days following the date on which the completed valuation data entered and submitted on the online platform from you has been reviewed and verified by you with one of our analysts.

5. Program Fee. The non-refundable annual program fee is $1,980.00, payable in monthly installments of $165.00. You authorize us to charge your payment method on file for the remainder.  The charge will appear on your bank statement as “FP Transitions.”  You acknowledge that we will not provide you with prior notice of recurring charges.   Our fees or billing date may change from time to time, and we will provide you 30-days’ notice of changes to our fees or billing practices.  Services in addition to those provided under this Agreement require a separate engagement for an additional fee.

6. Program Sponsors. Some broker-dealers, custodians, and other EMS sponsors (“Sponsors”) provide EMS membership as a benefit. If applicable, we may collect this fee from your Sponsor with whom we have an agreement to accept such payments. If your Sponsor is paying for these services and you leave your Sponsor during the term of this engagement, all of your fees due under this Agreement will then become due, and you grant your Sponsor authority to withhold such amount from your final payout. If you have a Sponsor, you give us permission to share your enrollment status with your Sponsor.

7. 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, SEC or other regulatory agency request, self-regulatory agency request, or other binding authority. You agree that we may cumulatively publish information learned or reviewed under the Scope of Engagement in this Agreement, without releasing any specific or identifiable information belonging to you unless you provide us with prior written consent. In addition, you authorize us to use your quantitative information on a non-client specific basis for qualitative analysis and recording in our statistics database.

8. Limited License. You agree that the work performed by us and the methods, documents, agreements, analysis, spreadsheets, and all other work product we provide to you and your employees, partners, shareholders, members, and agents are proprietary to us, shall remain confidential, and shall not be distributed, republished, or shared in any way without our prior written consent.  Use of any proprietary information, processes, or documents provided under this Agreement is restricted to your use only.  All written work and templates created by us shall remain our property.

9. Representations. You warrant that you have read, fully understand, and agree to the 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.

10. 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.

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

12. 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.

13. 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 7 through 12 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