Terms of a typical engagement

How We Do Business – Part Two – Terms and Conditions
(Note:  This page is an excerpt from a standard Engagement Letter.  This content is a part of our agreement with every client.  Some components are subject to change depending upon the particular needs of the engagement)


Engagement Timing

This project will commence___________.  You may cancel the project, or suspend or delay it at any time.  You will be obligated for services performed, including work-in-process, until notice is received by us, or until a specified date or the completion of specified tasks.

A scheduled end to the project is not yet predictable.  This engagement may require extensive work over several weeks or months, or may be shorter depending upon your needs.

We will conduct regular progress updates with you. The purpose for these conversations is to review completed phases, to review tasks to be completed in subsequent phases, to keep all parties informed of events and activities and to resolve any questions or concerns which may arise during the course of the project.  These progress updates will typically occur weekly.

Professional Staff

We have substantial experience in the purchase and sale of businesses, and in change- management situations.  This includes experience with transaction restructure, negotiation and a variety of other skills that will be brought to bear on this situation as needed.

Due to the specialized skills necessary in this engagement all consulting services described here will be performed personally by Bob Cockrell.  It is his responsibility to assure that you are provided with the highest quality services possible within the scope, approach and timing defined for this project.

We will coordinate with your existing attorney, financial planner, CPA or other advisors.  If necessary to bring other specialized advisors to the team, that you don’t already have, we will recommend options and help you choose the appropriate resources.

Client assistance

We understand that employees in your accounting or other departments and any outside service providers such as your CPA or attorney will assist us by cooperating fully in providing information, by working with suppliers, creditors and others, and through the timely preparation of analyses, forecasts, and any other information needed.

Professional Fees and Expenses

Services provided by our firm are charged on an hourly basis.  The rate for this engagement is $___.00 per hour.  There is no charge for travel time to or from your offices each day.  Some work may be performed off-site.  Travel and meeting time in the course of performing the engagement, such as travel to meet with vendors, advisors or lenders, is billable.  Expenses will be billed at actual cost in addition to the professional fees.  Mileage, if chargeable, will be billed at the current IRS approved rate.  We will seek your approval in advance for any substantial expenses other than mileage or other incidental amounts.

Although this letter is addressed to ___________________________________, Inc., services may be perfaaormed for or on behalf of any of the entities controlled or managed by _____________, including individual and family business activities.

We will bill you for our services either weekly or semi-monthly, depending on the amounts involved; invoices are payable upon presentation.  The amount of each invoice will vary, depending upon the actual amount of time spent working on your engagement during the billing period.


Confidentiality

Your personal and company information will remain confidential.  It will not be shared outside my company without your knowledge and permission, or as a result of due legal process.

Resolution of Disputes, and Limits of Liability

You have the right to suspend, delay or cancel this engagement at any time.  You are obligated to pay for any time expended on the engagement up to the time notice is received. If you are not satisfied with services rendered when our invoice is presented, you may ask for explanations, and/or adjustments to ensure that you are satisfied that each invoice represents full value delivered.  You must exercise this right IMMEDIATELY upon receipt of our invoice. Continuing the project without questioning the invoices constitutes presumption that you are satisfied with the quality of services rendered and accept all previous billings.

Should any disagreement arise in regard to any services under this agreement, the parties agree first to negotiate in good faith to resolve such disagreement to everyone’s satisfaction. If this is not possible, the parties agree to submit the matter to arbitration, before an arbitrator agreed to by both parties.  In the absence of agreement on the choice of an arbitrator, the parties agree to file an arbitration proceeding with the American Arbitration Association, in accordance with its then effective rules for selecting a commercial arbitrator.

You agree that liability hereunder for damages by Robert R. Cockrell or Lighthouse Business Advisors, LLC, regardless of the form of action, shall not exceed the total amount paid for the services described herein.  This shall be your exclusive remedy.

You further agree that Robert R. Cockrell or Lighthouse Business Advisors, LLC will not be liable for any lost profits, or for any claim or demand against you by any other party. In no event will Robert R. Cockrell or Lighthouse Business Advisors, LLC, be liable for incidental or consequential damages even if we have been advised of the possibility of such damages.

No action, regardless of form, arising out of the services under this agreement, may be brought by either party more than one year after the date of the last services provided under this agreement.  This agreement will be interpreted under the laws of the State of Missouri.

Service Termination

We reserve the right to cease performing consulting services and to terminate our consulting relationship for any reason consistent with applicable ethical rules and professional standards, including disagreements about project activities, conflicts of interest, unpaid billings, or other such reasons.

@Copyright 2006, Robert R. Cockrell and Lighthouse Business Advisors, LLC