We are pleased to be engaged by you (“Client”) for the purpose of performing valuation work as you have requested above under ‘Your order’. The scope of work, approach, timing, and our standard terms and conditions for this project and below and we appreciate the opportunity to work with you.

Once the Engagement commences, we will email you to confirm the following:

1.  The purpose of your valuation, the company to be valued (“Subject Company”) and the valuation date you require.

2.  We will submit to you requests based upon this purpose and scope. We may submit an information request and conduct interviews with certain Subject Company’ personnel in understanding the financial data.

3.  We will use independent and knowledgeable professionals who will develop our results using generally accepted approaches relevant to your situation, basing our analysis on our independence, experience, client-supplied information, and available market data.

4.  We will deliver the results of our analysis in a report format as selected by you, displayed above under ‘Your order’ with the specific details of what it will include, detailed on the ‘Services & Pricing’ webpage (“Services”) as selected by you.

5.  In the event further analysis, support, or expert testimony is necessary, we can provide a scope and budget of time and level of effort.

1.  This Engagement will be completed in the timeframe as displayed on the ‘Services & Pricing’ webpage as applicable for the ‘Product’ selected by you.

2.  Our delivery of the Services depends upon you sending us accurate, complete and timely information when requested. We will execute the services based upon the financial (i.e. tax returns and financials) and non-financial (completed questionnaire) information that you send us. If this is not complete nor delivered in a timely fashion, we will make the most reasonable assumptions possible to complete the Services, based upon the information that you have sent us. It is your responsibility to ensure that you send us the required information within our stated timeframes, in the format that we request.

3.  You will be shown a downloadable receipt confirming the Engagement has commenced after payment is processed.

4.  Our fee is non-refundable and is displayed under ‘Your order’ above and is due and payable in entirety before we commence work on your Engagement.

In accordance with our policy, it is necessary that you sign and accept this Engagement Letter and the Terms and Conditions that follow (to which this Engagement is subject) prior to commencement of work. If the scope and terms of this Engagement Letter and the attached Terms and Conditions are acceptable, please acknowledge your acceptance by signing, naming and dating the confirmation below. Please do not hesitate to contact us at info@houstonbusinessvaluations.com if you have any questions.

Yours sincerely,

InteleK Business Valuations & Advisory Pty Ltd DBA Business Valuations Houston

The following Terms and Conditions will apply to our Engagement.  Together, these Terms and Conditions and the Engagement Letter we have both signed form the entire Agreement between InteleK Business Valuations & Advisory Pty Ltd DBA Business Valuations Houston (“we” or “us” or “our”), and you relating to the Services we are to provide you.

1.  Fees We believe an open dialogue with our clients is a critical part of a successful consulting relationship. If you ever have a question regarding our fees our invoices, please raise the issue with us via the email address stated above.

•   We will bill you for our fees, expenses, and applicable taxes or other charges, if any, in accordance with Fees as detailed above under ‘Your order’ and the Engagement Letter. We require the full amount stated above to be paid in United States dollars before we commence work.

2.  Service and Deliverables Although we will strive to deliver you Services that reflect our best professional judgment and expertise, by its very nature, our Services cannot be regarded as an exact science and the conclusions arrived at in many cases will of necessity be subjective and dependent on the exercise of individual judgment

•   In the course our Engagement, we will provide written materials (“Deliverables”), detailing our analyses and the results of our Services. Final Deliverables are expressly limited to the scope of Services we have provided.

•   There will often be differences between estimated and actual results because events and circumstances frequently do not occur as expected, and those differences may be material. You acknowledge that no reliance shall be placed on any draft Deliverables if applicable, conclusions or advice, whether oral or written, issued by us since the same may be subject to further work, revision and other factors which may mean that such drafts are substantially different from any final Deliverables or advice issued. No Deliverable shall be deemed final or used for any purpose until it is signed by us.

•   Our Deliverables will be based upon the information provided by you, and we make no representations with respect to the accuracy or completeness of information you have provided. Prior to the finalization of any Services and the Deliverables, we reserve the right to confirm facts with your management, and, where appropriate, may require a letter from you confirming that the representations you have made and upon which we have relied are, to the best of your knowledge and belief, accurate and that no significant information essential to the Services or Deliverables has been withheld from us.

•   Our Deliverables are provided solely for your use and benefit and only in connection with the Services we are providing. We undertake no obligation to any third party with which you share a Deliverable, with or without our consent. Except as required by law or to the Subject Company’s independent auditors and tax counsel, absent our express consent you may not provide such Deliverables to any third party, you may not refer to us either directly by referencing our legal entity or indirectly as an independent valuation service provider (or by any other indirect reference or description), or to the Services, whether in any public filing or other document. If you elect to share a Deliverable with a third part such as the Securities and Exchange Commission or its staff, the IRS or other taxing authority, you agree to provide us notice and an opportunity to participate in the manner to which our Deliverable is to be used or discussed.

•   Final Deliverables are your property. Partially completed Deliverables belong to us. To the extent, however, that we use any of its property (including, without limitation, any hardware or software), or employs our ideas, concepts, know-how, methods, techniques, processes and skills, and adaptations thereof in conducting our business, in connection with this Agreement, that property shall remain ours, and you shall not acquire any right or interest to it regardless of the manner in which it is used or incorporated into the final Deliverables.

•   The Deliverables or any results of our Services shall not constitute a Solvency Opinion or a Fairness Opinion and may not be relied upon by you or any other party as such. Furthermore, any analyses we perform should not be taken to supplant any procedures that you should undertake in your consideration of a transaction contemplated in connection with this Engagement or any other past, present or future transaction.

•   Our effective performance of the Services depends upon you providing us with accurate and timely information and assistance. Please ensure that all information we may reasonably require comes to us on a timely basis and is accurate and complete and notify us if you later learn that the information you have provided is incorrect or inaccurate or otherwise should not be relied upon. Failure to meet these commitments may result in a variation and could increase fees and delay completion.

•   If we encounter unforeseen complications that will materially increase fees, we will discuss these complications with you and await your approval before proceeding.

3.  Limitation of Liability Except in cases of gross negligence, reckless or willful misconduct, our maximum liability relating to our performance of the Engagement, regardless of form of action, whether in contract, or otherwise, shall be limited to our fees paid by you for the portion of the Engagement giving rise to our liability and we shall not be liable for consequential, special, incidental or punitive damages, losses or expenses, including without limitation, lost profits, opportunity costs, etc. and related attorneys’ fees, even if we have been advised of their possible existence.

4.  Hold Harmless Except in cases of gross negligence, reckless or willful misconduct, both parties hereby agree to indemnify and hold each other harmless from and against any claims, liabilities, costs and expenses, including without limitation, attorneys’ fees, brought against, paid, incurred or suffered by the other at any time and in any way, including such that are related to any client, agent, subcontractor, employee or supplier of ours, arising out of or relating to the performance of the Engagement.

5.  Confidentiality Both parties acknowledge that they may, in the course of this Engagement, be exposed to or acquire Confidential Information as defined in a) below.  The receiving party shall not use or disclose to any person, firm or entity any Confidential Information of the disclosing party without the disclosing party’s express, prior written permission; provided, however, that notwithstanding the foregoing, but subject to b) below, the receiving party may disclose Confidential Information to the extent that it is required to be disclosed pursuant to a court order or to fulfill professional obligations or standards.  Each party shall be deemed to have met its nondisclosure obligations under this paragraph as long as it exercises the same level of care to protect the other party’s Confidential Information as it exercises to protect its own Confidential Information, but in no event less than reasonable care, except to the extent that applicable law or professional standards impose a higher requirement.

•   “Confidential Information” means all documents, software, reports, data, records, forms and other materials obtained by the receiving party from the disclosing party or at the request or direction of the disclosing party in the course of performing the services under the Engagement Letter: (a) that have been marked as confidential or proprietary; (b) whose confidential or proprietary nature has been made known by the disclosing party to the receiving party; or (c) that due to their character or nature a reasonable person under like circumstances would treat as confidential.  Notwithstanding the foregoing, Confidential Information does not include information which: (i) is already known to the receiving party at the time of disclosure by the disclosing party; (ii) is in the public domain or becomes publicly known through no wrongful act of the receiving party; (iii) is independently developed by the receiving party without benefit of the disclosing party’s Confidential Information; or (iv) is received by the receiving party from a third party without restriction and without a breach of an obligation of confidentiality.

•   If the receiving party receives a subpoena or other validly issued administrative or judicial demand requiring it to disclose the disclosing party’s Confidential Information, the receiving party shall provide prompt written notice to the disclosing party of such demand in order to permit the disclosing party to seek a protective order.  So long as the receiving party gives notice as provided herein, the receiving party shall be entitled to comply with such demand to the extent permitted by law, subject to any protective order or the like that may have been entered into with respect to the matter.

•   Notwithstanding anything to the contrary in the Engagement Letter, the Client has no obligation of confidentiality with respect to any materials, advice, or deliverables to the extent they concern the tax treatment or tax structure of any transaction.

•   We will not disclose to any third party any information with respect to the terms and provisions of this Agreement, any information provided by the Client, Subject Company or its representatives, or any information learned about the Subject Company during the course of this representation, except: (a) to officers, directors, employees, agents, representatives, auditors and attorneys, in their capacity as such; (b) to the extent necessary to comply with applicable law, regulation, court or administrative decree or requirement imposed by any governmental entity; (c) to enforce this Agreement; or (d) as expressly directed by the Client.

6.  Conflict of Interest In any case of an actual or potential conflict of interest (either from a legal or ethics perspective or in the form of a conflict in business interest between any other of our clients), we agree to inform you immediately in order to resolve the issue through conflict waiver or other means.  Any conflict waiver shall be in writing.

We may have been referred the introduction with the Client from an industry professional or partner firm. If this Agreement is executed, a referral fee may be paid from us to the industry professional or partner firm in exchange for the referral, on completion of this Agreement. If a referral fee is paid, we acknowledge that it does not impact the independence of this Agreement nor our opinions.

7.  Electronic Communications Disclaimer During the Engagement and our performance of the Engagement, we will communicate electronically.  We will exercise all due care, including the level of due care required with respect to Confidential Information pursuant to Clause 6 above, to ensure that any electronic communications are secure. Provided that we have complied with the level of due care required herein, we shall not be liable for any loss, damage, costs, expenses or claims, including without limitation loss of profits, incurred by you or any third party engaged by you arising directly or indirectly in connection with the unauthorized tampering with, transmission and/or retransmission of my electronic communications.  No modifications, alterations, additions, deletions and/or transmissions shall be made to any electronic communications sent by us without our prior written approval.

Further, you acknowledge that we may, from time to time, be required to work and share information with people in your company at locations around the world, and with other consultants and third parties engaged by you in connection with our performance of the Engagement.  Subject to the provisions of this clause, you hereby authorize us to share such information through electronic communications or other means that you determine in advance to be reasonably necessary for such purposes.

8.  Termination and Dispute Resolution Either the Client or us may terminate the Services by giving notice to that effect.  Any unresolved dispute relating in any way to the Services or this letter shall be resolved by arbitration.  The arbitration will be conducted in accordance with the Rules for Non-Administered Arbitration of the International Institute for Conflict Prevention and Resolution then in effect.  The arbitration will be conducted before a panel of three arbitrators.  The arbitration panel shall have no power to award non-monetary or equitable relief of any sort.  It shall also have no power to award damages inconsistent with the Limitation of Liability provision above.  The Client accepts and acknowledges that any demand for arbitration arising from or in connection with the Services must be issued within one year from the date the Client became aware or should reasonably have become aware of the facts that give rise to our alleged liability and in any event no later than two years after any such cause of action accrued.

9.  Standard of Care We warrant that the Services will be performed with reasonable skill and reasonable care and in accordance with industry standards and all applicable laws and regulations.

10. Miscellaneous

•   No Waiver. Any failure by either party hereto to enforce at any time any term or condition under this Engagement Letter shall not be considered a waiver of that party’s right thereafter to enforce each and every term and condition of this Engagement Letter.

•   Entire Agreement. This Engagement Letter constitutes the entire Agreement between InteleK and the Client; and it shall not be amended, altered, or changed except by a written agreement signed by the parties hereto.

•   Governing Law. This Engagement Letter is deemed to be made under and shall be construed according to the laws of the State of Texas.

•   Force Majeure. Neither party shall be liable for any delays or failures in performance due to circumstances beyond its control.

•   Severability. Should any term of this Engagement Letter, for any reason, be held to be illegal or unenforceable, the remaining terms of this Engagement Letter will continue in full force and effect, and the offending term will be limited or deleted to the extent necessary to make it enforceable.

•   Assignment. Neither this Engagement Letter nor any rights and duties hereunder may be assigned or transferred, by operation of law or otherwise, or delegated by us or the Client without the prior written consent of the other party, except to entities controlled by, under common control with or controlling the assigning party, provided that such assignee has financial capacity at least equal to that of the assignor.

•   Warranties or guarantees. The Client accepts and acknowledges that we have not and will not make any warranties or guarantees, whether express or implied, with respect to the Services or the results that the Client may obtain because of the provision of the Services.

•   The work will be executed by the staff of InteleK Business Valuations & Advisory Pty Ltd who are doing business as Houston Business Valuations. We have staff who are accredited/experienced to appraise/value entire (100%) or partial interests in various types of businesses using all of the three approaches to valuation (i.e., Income, Market and Asset Approaches) as defined within ASA Business Valuation Standards. Business valuations can be complex and require a broad range of subject matter expertise. In the event our staff identify specialized subject matter that, based on our professional judgment, requires the retention of a third-party subject matter expert, we will notify you and you can either facilitate this yourself, or we can facilitate this on your behalf through our appraisal partners, where we will request a quote for the applicable appraisal(s).  If you proceed with a third-party appraisal, this will not form part of this Engagement and will need to be executed by you with the applicable partner firm, as per their terms of engagement