terms-and-conditionsSTANDARD ENGAGEMENT TERMS. The following terms govern the engagements between ValuCorp International, Inc. (ValuCorp) (including its subsidiaries, affiliated companies, employees, officers, directors or agents, or its licensees) and each of its clients (referred to as the “Company” and collectively as the “Parties”).

Applicable Law. The service agreements (the “Agreement”) are made, executed, and delivered in the State of Arizona, U.S.A., in which state the offices of ValuCorp are located and the Parties agree that the Agreement is in all respects (including, but not limited to, all matters of interpretation, validity, performance, and the consequences of breach) to be exclusively construed, governed, and enforced in accordance with the laws of the State of Arizona exclusive of its conflicts of laws, and any applicable federal laws of the United States of America, as from time to time amended and in effect. The Company consents and submits to the sole and exclusive jurisdiction and venue over any arbitration, suit, or other legal proceeding that may arise out of or in connection with this Agreement, by the state or federal courts of the State of Arizona. The Parties agree that the Uniform Commercial Code, Article 2 Sales, and United Nations Convention on Contracts for the International Sale of Goods shall not apply in any respect to the Agreement or the Parties hereto.

Binding Arbitration. In the event that a dispute arises at any time between ValuCorp and the Company that cannot be resolved through discussion or mediation, the Company agrees to submit to binding arbitration under the commercial arbitration rules of the American Arbitration Association before a tribunal appointed and sitting in Phoenix pursuant to the laws of Arizona. Neither the Company nor ValuCorp may claim or receive any amount as punitive, exemplary, or consequential damages. In no event shall ValuCorp’s liability relating to services rendered under this Agreement exceed the fees paid to ValuCorp for the portion of its services or work products giving rise to liability. The arbitrator shall award the winning party in the dispute its reasonable costs, expenses, and attorney fees. The decision of the arbitrator shall be binding on both ValuCorp and the Company. However, if a claim has been made or is anticipated to be made by a third party relating to these services, and that third party does not agree to arbitration, ValuCorp can elect not to arbitrate so that all claims may be decided in one forum sitting in Phoenix, Arizona.

Changes or Modifications in Scope of Engagement. Should the scope of the engagement change, ValuCorp will prepare an outline of the necessary changes and the modification of fees. ValuCorp will not proceed with the modified scope without the Company’s prior approval. Fee increases resulting from changes will be billed immediately and are due upon receipt.

Client Attestation. The Company declares that he or she is either (i) the legal owner of a beneficial interest in the interest to be valued, or (ii) a duly appointed representative of the legal owner properly acting on his, her, or its behalf.

Client Records and Information. The Company will provide ValuCorp with documents required for an engagement of this nature, and understands that ValuCorp may retain copies of the Company’s information for professional association compliance. For ValuCorp to effectively conduct this engagement, the Company agrees to provide full access to the Company’s officers, directors, employees, accountants and attorneys.

Client Representations. The Company represents that all information provided to ValuCorp will be accurate and complete to the best of the Company’s knowledge. The Company agrees to sign a standard representation letter on the accuracy and reliability of the financial and business information and/or assumptions provided to ValuCorp and used in the valuation analysis. The Company further agrees to indemnify ValuCorp against any claims or liabilities (including attorney’s fees) which might arise in connection with any false representation.

Confidentiality. ValuCorp treats all Company relationships as confidential and will not disclose the Company’s information to anyone outside of ValuCorp without Company’s written permission except as required by law or regulation. The Company’s permission may be granted by identifying the Parties (e.g. attorney, banker, etc.) to whom disclosure is permitted above, or by other written correspondence.

Disclaimer. ValuCorp will not be held responsible for any changes in value subsequent to the valuation date; for Company’s detrimental reliance on ValuCorp’s estimate of value; or for any inaccuracies over which ValuCorp has no control. The value arrived at is ValuCorp’s best estimate of value, and ValuCorp does not guarantee that the stated value is the price at which a transaction will occur. ValuCorp’s valuation and valuation methodology is not a guarantee of actual value but only represents ValuCorp’s reasonable assessment of value based on the information supplied to it and its own research, resources and experience. Other than as expressly set forth above, ValuCorp does not make any other express or implied warranties of any kind whether oral or written, express or implied, and ValuCorp expressly disclaims any and all implied warranties, including the implied warranty of merchantability, any implied warranty against infringement, and the implied warranty of fitness for a particular purpose. In no event will ValuCorp be liable to the Company under this Agreement or otherwise, regardless of the form of claim or action, in an amount that exceeds total fees paid to ValuCorp under this Agreement. In no event will ValuCorp be liable to Company for special, consequential, exemplary, incidental, or indirect damages or costs (including legal fees and expenses), or loss of goodwill or profit in connection with the supply, use or performance of or inability to use the services or the products or in connection with any claim arising from this Agreement, even if ValuCorp has been advised of the possibility of such damages or costs; provided, however, that if ValuCorp has intentionally harmed Company, engaged in willful misconduct, or acted with gross negligence, then this limitation of liability clause shall not apply and ValuCorp shall be liable for its actions. In any claim concerning the validity or accuracy of the products, Company’s sole remedy shall be for ValuCorp to correct or replace such products.

Entire Agreement; Amendments. This Agreement (or executed Supplements or Exhibits) represent the entire understanding between the Parties and supersede all other written or oral agreements heretofore made by or on behalf of ValuCorp or Company with respect to the subject matter hereof and may be changed only by agreements in writing signed by the authorized representatives of the Parties.

Hourly Rate for Revisions and Subsequent Work. ValuCorp’s time spent preparing the valuation First Draft and Final Draft are included in the Product Fee. However, if Company provides information to ValuCorp after receiving the Final Draft, Company agrees to pay ValuCorp at a minimum rate of $300 per hour for time spent revising the Final Draft to reflect the new information. Any testimony for the Company must be paid in advance at a minimum rate of $500 per hour and include all travel and court time.

Indemnification. The Company understands that, by providing services to the Company, (1) ValuCorp risks being named in a suit against the Company, and (2) ValuCorp would have to devote time and resources towards its defense, even if the suit is abandoned, thrown out of court, or otherwise terminated. To induce ValuCorp to provide services to the Company for use by the Company, therefore, the Company agrees to defend and hold harmless ValuCorp against claims, demands, suits in actions or any other action brought against it, and agrees to indemnify ValuCorp against any and all losses, claims, damages liabilities or expenses (including reasonable attorney’s fees) to which ValuCorp may become subject by virtue of providing services to the Company, including but not limited to resulting from or arising out of Company’s breach of the covenants contained herein. Such indemnification shall survive the termination of this Agreement. However, ValuCorp shall enjoy no indemnification from the Company in the case when ValuCorp is adjudicated by a relevant court of law to be guilty of gross negligence or willful misconduct in connection with the proposed services. The Parties agree that to the extent ValuCorp performs the services set forth in this Agreement, ValuCorp is not a fiduciary with respect to the Company.

Other Clients. It is understood and agreed that nothing shall prevent ValuCorp from providing services to any other company in any industry, nor prevent the Company from securing the services of any other advisors for any purpose whatsoever.

Professional Judgment. ValuCorp uses its professional judgment in applying valuation or other rules applicable to each engagement. Wherever there are conflicting, reasonable interpretations of the rules, ValuCorp will advise the Company of the possible positions the Company might take and follow the position the Company requests as long as it is consistent with applicable professional, statutory or regulatory standards. Should the positions taken result in additional taxes, penalties, fines, interest or any other damages, ValuCorp assumes no responsibility for such costs.

Reports and Reprints. ValuCorp retains ownership of ValuCorp developed copyrights in all Reports, and all rights to such copyrights not expressly granted in ValuCorp Reports are reserved to ValuCorp. In consideration for Company paying the fees set forth above, ValuCorp will provide Company with one (1) copy of the ValuCorp Report. Company may purchase additional copies of a ValuCorp Report for $50 per copy.

Termination of Engagement. Unless otherwise stated in a supplemental engagement letter, engagements may be terminated by either party with cause; provided, however, that the terms of this engagement, the non-refundable nature of the fees, and other compensation and arbitration provisions of this Agreement shall survive the termination of this engagement.

Workpaper Ownership. All documents and workpapers, including, but not limited to, data in electronic form, which emanate from the services performed by ValuCorp remain the sole property of ValuCorp. ValuCorp retains its workpapers at its discretion and does not retain superseded materials.