Service Agreement

Full Agreement

Buyer-side advisory services to assist in evaluating the potential acquisition of one or more dental practices.

• Analysis, education, and decision-support only. Client retains sole responsibility for all business, financial, and transactional decisions.
• Advisor does not act as a fiduciary, broker, agent, attorney, accountant, lender, or representative and does not negotiate on Client's behalf.

• Written practice evaluation reports based on information provided by Client and third parties
• Advisory guidance on offer considerations, negotiation strategy, and deal structure
• Post-LOI verification and due diligence support
• Financing and closing advisory support

Client may submit up to one practice per calendar week for written evaluation.

Advisor does not provide legal, tax, accounting, valuation, investment, brokerage, or lending services and does not draft, interpret, or negotiate transaction documents.

Structured advisory calls at defined stages. Outside of these calls, ongoing support is via email.

Ownership readiness, acquisition timeline, financing considerations, and how to use the advisory service effectively.

Following the first written evaluation:

• Review the evaluation report in detail
• Explain key findings, risks, and assumptions
• Answer questions regarding the practice
• Ensure Client understands how to interpret future evaluations

After this call, additional evaluations are delivered as written reports with follow-up via email.

When Client selects a practice to pursue:

• Offer structure considerations
• Negotiation strategy and risk assessment
• Preparing Client for attorney involvement and LOI drafting

Following LOI acceptance and verification:

• Review verification findings
• Discuss risks, red flags, and open questions
• Support Client in determining whether to proceed toward closing

Once Client has received financing offers:

• Comparing financing terms and structures
• Reviewing closing readiness
• Discussing final considerations prior to closing
• Introducing optional post-closing advisory services

• Fee: $9,995, due in full upon execution via ACH
• Term: Up to 12 months, beginning on the Effective Date, concluding at closing or expiration (whichever is first)

Additional services:

• Six-month extension: $2,000
• In-person verification visits: priced separately based on location and travel
• Post-closing advisory support

All fees are non-refundable.

Advisor relies on information provided by Client and third parties and does not audit or independently verify it. Not responsible for inaccuracies, omissions, or undisclosed information from sellers, brokers, lenders, or other third parties.

No guarantees regarding outcomes, performance, financing approval, or transaction completion. Total liability shall not exceed the amount paid by Client.

All reports, analyses, templates, and materials are proprietary and for Client's internal use only. May not be shared without prior written consent.

Each party maintains confidentiality of non-public information, except as required to perform services or by law.

Either party may terminate with written notice. Fees are non-refundable. Limitation of liability, IP, confidentiality, and dispute resolution survive termination.

Binding arbitration via the American Arbitration Association (Commercial Arbitration Rules). Held in Chattanooga, Tennessee unless mutually agreed otherwise. Decision is final and binding; parties waive right to trial.

This Agreement constitutes the entire agreement and supersedes all prior discussions, representations, or understandings.