Purpose of the Valuation.  The purpose of the valuation is to analyze the possible sale of the Company to be valued (“the “Company”) or for internal analysis of management and the owners of the Company.  It is not for any other purpose such as acquisition of the Company, to settle disputes in courts, IRS issues, divorces, or other types of disputes, etc.  If you need a valuation for such a type of situation, please contact us to provide a quote. By purchasing a Business Valuation from Mergium, you agree to the following:

 

Use of the report. The valuation report is only to be used by the Client.  Client is defined as the person paying for the service.

 

Issuance of report. Mergium will issue the report approximately in one to two weeks from the time it receives the information requested from Client. 

 

Updates of valuation report. Mergium will not be obligated to update the valuation report for events and transactions that occur after the date it has been issued, or for incorrect financial information or due to an error in the information supplied by the Client.  However, any update of the valuation report could be performed at an additional fee of $300.  A revision must be requested within 90 days of the date of issuance of the original report. The revised report will have the same historical dates as the original report.

 

Services excluded. The valuation will not constitute an audit of the Company.  The valuation service does not include valuations/appraisals of real estate or fixed assets, vendor due diligence assistance, tax advice, legal advice, nor valuation of the Company’s contingencies. Mergium will use the market value of contingencies (for example lawsuits and the like) provided by the Client.

 

Information. The Client is responsible for the preparation, accuracy and integrity of all the data to be provided to Mergium about the Company.  Mergium will not verify the sufficiency, veracity or accuracy of the information produced by Client or third parties hired by Client.  Mergium will not bear responsibility, for damages or losses resulting or arising from the omission of data or information, or for the quality, sufficiency or untimely presentation of the data or information on the part of Client or the third party that holds the respective ownership or control of the data.

 

Acts of Client.  Mergium will not be responsible for any act of Client or Company, based on, or due to, information, opinions and reports resulting or deriving from the services provided, nor for their inadequate use, directly or indirectly, by third parties.

 

Credit. If for some reason the client no longer has an immediate need for a business

valuation, Mergium will hold a credit indefinitely. When the Client is once again ready

for the business valuation their previous purchase will be honored.  The payment of the service is not reimbursable.

 

Indemnification. For the benefit of Mergium and on trust and as agent for each director and officer of Mergium (Mergium and each such person being referred to below as an “Indemnified Person” and collectively as “Indemnified Persons”), Client accepts to indemnify and hold harmless each and every Indemnified Person from and against any and all costs, expenses, charges, losses, claims, damages, liabilities, demands, actions, suits, proceedings or investigation, paid, suffered or incurred by, or made or instituted against, any one or more of the Indemnified Persons (otherwise than by Client) arising out of and in connection with the appointment of Mergium or the provision of the above services. No Indemnified Person shall have any liability to Client arising out of, for or in connection with any of the services provided by Mergium, except to the extent that any losses, claims, damages, liabilities or expenses incurred by Client results from Mergium’s proven gross negligence, in which case Client further agrees that the aggregate liability of all Indemnified Persons (in contract or in tort or under statute or otherwise) shall be limited to an amount equal to the amount of the fees actually paid to Mergium.

 

Resolving disputes.  If a dispute arises under this Agreement, any party may take the matter to court.  If any court action is necessary to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney fees, costs, and expenses in addition to any other relief to which the party may be entitled.