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 annual term of this Agreement, we will provide to you:

• Two Practice Valuation Reports, formerly referred to as a Comprehensive Valuation Report (“CVR”) (subject to the terms and conditions incorporated herein by reference);
• KPI Benchmarking Analytics;
• Semi- Annual Consulting Call;
• Continuity Plan with Annual Updates;
• Continuity Partner Search;
• Compensation Data by Industry Role and Firm Size (with participation in Comp Study);
• Priority Acquisition Notifications;
• Acquisition Readiness Tools;
• Practice Valuation Report for Acquisition Target;
• Exclusive Member Tools and Resources.

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 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. Program Fee. You agree to pay us a non-refundable annual fee of $3,540.00, payable in monthly installments of $295.00. You will be billed on the date of this Agreement and the same day of each month thereafter for the duration of the term. Our fees may change from time to time, and we will provide you with a notice of such change at least 30 days in advance of your renewal date. Services in addition to those provided under this Agreement will require a separate engagement for an additional fee.

4. Recurring Payment Authorization. Unless your membership fee is being paid by a Sponsor, you authorize us to charge $295.00 each month to the payment method we have on file. The charge will appear on your bank statement as “FP Transitions.” You acknowledge that we will not provide you with prior notification of these charges. If the billing date or payment amount changes, we will provide you with a notice of such change at least 30 days in advance of the payment date.

5. 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, then 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.

6. Confidentiality. Without consent, neither of us will disclose to a third party non-public information furnished by either of us or your potential buyer / continuity partner.  Both of us will use reasonable safeguards to protect the information received that either party identifies as confidential or proprietary.  Neither of us will have liability for disclosure of information available to the public.  The parties may disclose confidential and proprietary information as required by law, regulation, legal process, SEC or other regulatory agency request, or other binding authority.

7. Research Data. We are authorized to use non-client specific quantitative information for qualitative analysis and recording in our statistics database.

8. Limited License. OUR LIABILITY FOR THESE SERVICES AND ANY DATA LOSS IS STRICTLY LIMITED TO THE AMOUNT OF THE FEES PAID BY YOU UNDER THIS AGREEMENT. IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, RELATING TO OR ARISING FROM THIS AGREEMENT AND/OR THE RESULTING TRANSACTION.

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 AND ANY DATA LOSS IS STRICTLY LIMITED TO THE AMOUNT OF THE FEES PAID BY YOU UNDER THIS AGREEMENT.  IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, RELATING TO OR ARISING FROM THIS AGREEMENT AND/OR THE RESULTING TRANSACTION. .

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