BlackRain — The Sheet

Everything you need to run one file. No reasoning, no footnotes, no legal commentary.

THE CALL — 8 beats

Full text: blackrain-script.pages.dev (rev 8)

1. Gatekeeper — "ownership matter regarding the business. I'll hold."
2. Opener — "I raise what private companies are worth, and then I sell them. Has anyone ever put a real number on yours?" → stop talking - "No" → "That's the usual answer. It's also the reason I called. When the day comes — passed down, or sold?" → "When do you figure that day is?"
3. Screen — Over a million? · Does it need you in the building?
4. Intelligence — 70–80% never sell. Owner-dependent ~4x, manager-run ~7.5x.
5. Examination — max 4, one at a time: - When something breaks, does the phone ring for you or someone on your payroll? - How much revenue comes back on its own without anyone winning it again? - After six, or Saturday — where does that call go? - Is there a name after yours, or does this end with you? (skip if succession already ran)
6. Truth — avg 2.6x · his category · recurring trades 1.5–2.5x the multiple of one-time work · retiring-owner wave · more money than ready businesses
7. Prescription — "$999. Two numbers: what it's worth today, what it's worth fixed. On paper. Credits in full against any work after. And if the numbers say leave it alone, that's what the report will say."
8. Close — "I open two files a week. Tuesday at ten, or Wednesday at two?" → silence - "Where?" → "Your place of business. The number comes off your floor as much as your books."

Send the cal link while he's on the phone. A verbal Wednesday is not a booking.

THE 10 RULES

1. Never say AI, automation, software, platform, or solutions.
2. Never claim a client, a sale, or a stat you can't show.
3. Never justify the call.
4. Never fill a silence.
5. Never chase. One call, one opened file or one clean no.
6. Read every number like a banker reads a statement.
7. Every direct question: concrete answer, two sentences, one question back.
8. His numbers only. Never do arithmetic out loud. Say "around."
9. Every timeline and objection written down verbatim that night.
10. No finding, no dial.

AFTER THE CALL — the sequence

Ask for: 3 years P&L, balance sheet, business tax returns (identifiers redacted), current-year interim. Summary level. Do NOT ask for: payroll registers, W-2s, 1099s, employee files.

HARD RULES — the ones that cost money

• NDA before any records. If they arrive early: don't download, don't forward, don't open. Reply with the NDA, ask for a clean resend.
• Booking isn't real until the fee is captured.
• Never a bare number in the report. Legend on the cover, footer every page, one-line qualifier under each of the two numbers.
• Never negotiate a lease or its assignment. Route to his attorney and the landlord.
• Log every buyer on Schedule A and email it the same day. That timestamp is the enforcement.
• Say his numbers back. Never generate one.

THE MATH

SDE = net income + owner comp + payroll tax on it + personal expenses run through + one-time items + D&A + interest

Then subtract a capex reserve if the equipment is old. A buyer will.

Multiples:

Average small business 2.6–2.7x. Recurring revenue trades at 1.5–2.5x the multiple of one-time work.

Where in the band: owner-dependent, no recurring, undocumented knowledge, customer concentration → bottom. Manager-run, contracts, documented, diversified → top.

Worked, in one line: $1.412M revenue → SDE $359k → 2.75x = $985k today. Fixed (maintenance agreements, quoting off his phone, dispatch documented) → SDE $410k → 4.0x = $1.64M. Gap $655k.

THE PRICES

WHAT THE NDA STOPS YOU FROM DOING

• §3(a) — can't use his info to evaluate or pursue buying his business, or tip a third party, without written consent.
• §8 — can't use his info to target or solicit his customers, employees, or vendors.

THE ANSWERS

WHAT KILLS A FILE

1. Filling the silence after the number question.
2. Answering abstract when asked concrete.
3. Inventing a number.
4. Phantom booking — no link, no fee.
5. Records before the NDA.
6. A bare number in the report.

MUTUAL NONDISCLOSURE AGREEMENT

This Mutual Nondisclosure Agreement (the "Agreement") is made and effective as of the later of the two signature dates set forth below (the "Effective Date") between:

BlackRain Automations LLC, a Connecticut limited liability company with a business address of 42 South Street, Vernon, CT 06066 ("BlackRain"). Email for notices: ____

________, a ____ with an address of _____ (the "Company"). Email for notices: _______

Each party may disclose confidential information to the other in connection with a business assessment engagement, including review of the Company's financial and operational records, and any subsequent services the parties may agree to (the "Purpose"). The parties agree as follows:

1. Confidential Information. "Confidential Information" means any non-public information disclosed by or on behalf of one party (the "Discloser") to the other party (the "Recipient") in connection with the Purpose, whether written, oral, electronic, or observed, including financial statements, tax returns, customer and vendor information, pricing, processes, business plans, and the existence and terms of the parties' discussions. Confidential Information also includes all notes, analyses, models, and other materials prepared by the Recipient to the extent they contain or are derived from the Discloser's Confidential Information. Confidential Information does not include any written deliverable BlackRain provides to the Company under a separate engagement letter. Information disclosed orally is Confidential Information if it would reasonably be understood to be confidential from its nature or the circumstances of disclosure.

2. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the Recipient; (b) was lawfully known to the Recipient before disclosure, without a duty of confidentiality; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the Recipient without use of the Discloser's Confidential Information.

3. Obligations. The Recipient will: (a) use Confidential Information only for the Purpose, and will not use the Discloser's Confidential Information to evaluate, negotiate, or pursue an acquisition of or investment in the Discloser, or to solicit or assist any third party in doing so, without the Discloser's prior written consent; (b) not disclose it except to its members, employees, contractors, and professional advisors who need to know it for the Purpose and who are bound by written confidentiality obligations, and to third-party providers engaged in the ordinary course to host, store, transmit, back up, or process information, including cloud storage, website hosting, and software services, under terms restricting the use and disclosure of the Recipient's data; and (c) protect it with at least the same care it uses for its own confidential information, and no less than reasonable care. The Recipient is responsible for any use or disclosure by a person or provider to whom it discloses Confidential Information that would breach this Agreement if done by the Recipient.

(d) Marketing. BlackRain may describe its work in general terms that do not identify the Company and do not disclose the Company's financial figures, and may identify the Company or use specific details in marketing only with the Company's prior written consent, which may be given by email.

(e) Personal Information; Security Incidents. BlackRain does not require, and asks that the Company not provide, records containing individuals' Social Security or taxpayer identification numbers, driver's license or state identification numbers, financial account, routing or payment card numbers, or health information ("Personal Information"). If records containing Personal Information are provided, BlackRain may redact or delete it and has no obligation to retain it. Each party will notify the other without unreasonable delay after becoming aware of any unauthorized acquisition of the other party's Confidential Information in its possession, and will cooperate reasonably in any notification required by law.

4. Compelled Disclosure. The Recipient may disclose Confidential Information to the extent required by law, regulation, subpoena, or court or governmental order, provided that (where legally permitted) it gives the Discloser prompt written notice so the Discloser may seek protective treatment. The Recipient will cooperate reasonably in that effort at the Discloser's request and expense, but is not required to initiate or defend any proceeding. Any such disclosure is limited to the portion legally required.

5. Term. This Agreement takes effect on the Effective Date. The confidentiality obligations continue, as to each item of Confidential Information, for two (2) years from the date that item is disclosed, regardless of whether the parties proceed with any engagement. This two-year limit does not apply to (a) Confidential Information that constitutes a trade secret under applicable law, which remains protected for so long as it remains a trade secret, or (b) tax returns and Personal Information, which remain protected without time limit. Nothing in this Agreement limits any right or remedy otherwise available to a Discloser under applicable trade-secret or other law. These obligations survive any return or destruction of Confidential Information under Section 6.

6. Return or Destruction. Within sixty (60) days after the earlier of (a) the Discloser's written request or (b) the expiration of this Agreement, the Recipient will return or destroy the Discloser's Confidential Information in its possession or control, except that the Recipient may retain: (i) copies residing in archival, electronic backup, or automated logging systems maintained in the ordinary course, which need not be individually deleted; (ii) one copy of its own notes, analyses, work product, and deliverables, together with the Confidential Information reasonably necessary to support them, solely to establish the scope and content of its work and to defend against claims; and (iii) any copy it is required to retain by law. Retained materials will not be accessed or used for any other purpose and remain subject to the confidentiality obligations of this Agreement for so long as they are retained, notwithstanding Section 5.

7. No License; No Obligation to Proceed. No rights or licenses are granted under this Agreement. Neither party is obligated to disclose any information or to enter into any further agreement. Each party's Confidential Information remains its property.

8. No Restriction on Business; Residual Knowledge. Subject to Section 3, this Agreement contains no non-compete and no non-solicitation obligation, and nothing in this Agreement restricts either party from competing, from independently pursuing business with any person, or from hiring any person. Each party acknowledges that the other evaluates, advises, and may invest in or acquire multiple businesses, including businesses that compete with it, and nothing in this Agreement restricts that activity. Neither party is restricted from using the general knowledge, skill, experience, and know-how retained in the unaided memory of its personnel as a result of exposure to the other party's Confidential Information, where "unaided memory" means recollection without reference to Confidential Information in written or electronic form. This Section does not permit disclosure of the other party's Confidential Information to any third party, or use or disclosure of the other party's trade secrets, customer lists, or customer or employee personal information, and neither party may use the other's Confidential Information to identify, target, or solicit any customer, employee, contractor, or vendor of the other. In the event of any conflict between this Section 8 and Section 3, Section 3 governs.

9. Remedies. The parties agree that any breach or threatened breach of this Agreement would cause the Discloser immediate and irreparable harm for which money damages would not be an adequate remedy. Accordingly, in addition to any other remedy available at law or in equity, the Discloser is entitled to seek specific performance and temporary, preliminary, and permanent injunctive relief, and each party waives, to the fullest extent permitted by law, any requirement that the Discloser post a bond or other security as a condition of such relief. The Recipient's liability under this Agreement is not limited or capped by any other agreement between the parties, except as that other agreement expressly states by reference to this Agreement.

10. General. This Agreement is governed by the laws of the State of Connecticut, without regard to conflict-of-laws rules, and the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Connecticut and waive any objection based on venue or forum non conveniens. This Agreement is the entire agreement between the parties on this subject, may be amended only in a writing signed by both parties, and may be signed in counterparts (including electronic signatures), each of which is an original. Notices under Sections 4 and 6 must be in writing and may be given by email to the notice address stated above. Neither party may assign this Agreement or transfer the other party's Confidential Information, by operation of law or otherwise, without the other party's prior written consent, except that either party may assign this Agreement to a successor in a merger, reorganization, or sale of all or substantially all of its assets, provided the successor agrees in writing to be bound by this Agreement. Any other attempted assignment is void. This Agreement binds the parties' permitted successors and assigns. If any provision is held unenforceable, the remainder stays in effect.

BlackRain Automations LLC

Signature: ______ Name: Ryan Kirchberger Title: Member Date: __ (required — the Effective Date runs off these two dates)

Company: ______

Signature: ____ Name: ____ Title: ______ Date: __ (required)

(a) Echo Email — same-day follow-up after an owner call

Send the same day as the call, ideally within 2 hours. Fill every [slot]; delete nothing else. No attachments on the first send.

Subject: Following up on our call — [Business Name]

Body:

Hi [First Name],

Good talking with you today. You mentioned [the one specific fact from the call — e.g. "the second truck sits idle two days a week" / "you're still doing invoices by hand on Sundays"], and that's exactly the kind of thing the assessment is built to put a number on. The way I work is simple: I go through the numbers you give me and the way the operation runs, and I put two figures on paper — my estimate of what the business itself is worth as it runs today, and my estimate of what it could be worth if the fixable problems I find actually get fixed. You get the list of those problems and my reasoning, not just the numbers. It's an operator's assessment, not a formal valuation or appraisal. The assessment is $999, takes 5 to 10 business days from the day I have your records, and the fee is credited in full toward any work we start together in the next year. One note — hold off sending any financials for now; there's a short confidentiality agreement I send first, for your protection as much as mine. If you want to get it on the calendar, you can pick a time here: [booking link]. Either way, I appreciate the conversation.

Ryan Kirchberger BlackRain Automations Vernon, CT 860-803-2795

Slots to fill: [First Name], [Business Name], [the one fact], [booking link]. Rule: the fact must be verbatim from the call — it's the proof he was listened to. If no single fact stands out, the call wasn't good enough to echo; call back instead.

Standing rules for this email and every pre-signature communication: - Never state a value, a multiple, or a range before the engagement letter is signed — not on the call, not in email. Write "my estimate of what it's worth," never "what it's worth." Do not use the words "guarantee" or "certified" in outbound email. - Never promise a shorter timeline or a broader fee credit than the engagement letter grants. The email under-promises; the contract governs. - Internal handling: no client financial records are reviewed, saved outside the mail client, forwarded, or used in any work product before the NDA is signed. If records arrive early, do not download or forward them — reply with the NDA, then request a clean resend after signature. Do not delete the inbound email; retain it unprocessed.

Blocking prerequisites before this version goes live: (1) the NDA must clear its "NOT YET IN USE" stamp and exist as a signable file sendable within minutes of a reply; (2) a delivery channel must be chosen — Gmail plus a signature service is acceptable at this price point, but it must never be described in writing as "secure."

(b) Engagement Letter — $999 Business Assessment

ENGAGEMENT LETTER — BUSINESS ASSESSMENT

Date: __

From: BlackRain Automations LLC, 42 South Street, Vernon, CT 06066 ("BlackRain") To: [Client legal name], [address] (the "Client") Re: Business assessment of [Business Name] (the "Business")

1. Scope of Work. BlackRain will perform a business assessment of the Business, consisting of: - Review of financial records provided by the Client (typically: the last three (3) years of P&L, balance sheet, and business tax returns — Form 1120-S, 1065, or the business schedules of the Client's personal return, with individual identification numbers redacted — plus current-year interim figures). Records should be provided at summary level; payroll registers, W-2s, 1099s, and employee files are not required. - Review of the operation (owner interview, walkthrough of key processes, staffing, customer concentration, systems and tooling); - A written deliverable stating two numbers: (i) BlackRain's estimate of what the Business may be worth as it runs today, and (ii) an illustrative estimate of what it might be worth if the specific issues identified were successfully addressed — with the issues listed and the reasoning shown. The second number illustrates potential, not a promised result; whether any of it is realized depends on execution, cost, and market conditions.

The deliverable will bear a restricted-use legend on its cover page and in the footer of every page. The Client may share the deliverable as provided in Section 8, provided it is transmitted complete and with the legend intact; the Client will not remove, alter, or obscure the legend, or circulate excerpts, figures, or screenshots separated from it.

2. Fee. The fee is $999, due on signing. The full $999 is credited toward any subsequent engagement between the Client and BlackRain (implementation work, advisory retainer, or sale-preparation work) commenced within twelve (12) months of delivery. The fee credit does not survive termination.

3. Client Responsibilities. The Client will provide the records listed above, reasonable access to the owner for one interview of up to ninety (90) minutes, and truthful, complete information. Timeline runs from BlackRain's receipt of complete records: delivery within ten (10) business days.

3A. Information Relied Upon. BlackRain's work consists of analysis of the information the Client provides and of what BlackRain observes in the owner interview and walkthrough. BlackRain does not audit or independently verify the Client's records, figures, or statements, and is not responsible for detecting error, misstatement, or fraud in them. The Client represents that the information it provides is accurate and complete in all material respects. If it is not, the assessment may be materially wrong. BlackRain's conclusions are given as of the delivery date, and BlackRain has no obligation to update them for later events or information.

4. What This Is NOT. For clarity: - This assessment is not an appraisal, formal valuation, fairness opinion, or certified opinion of value for legal, tax, estate, gift, divorce, financing, insurance, or litigation purposes, and may not be relied on by the Client or by any third party for any such purpose. The Client will not submit it, or permit it to be submitted, as an appraisal, formal valuation, or opinion of value for any such purpose. Disclosure permitted by Section 8 is not a breach of this paragraph, and no recipient acquires any right of reliance. If a certified valuation is needed, the Client should engage a credentialed appraiser. - BlackRain is not acting as a business broker. This letter is not a listing agreement and does not engage BlackRain to list, market, or sell the Business, and no commission, success fee, or transaction fee is payable under this letter. Any such fee would require a separate written agreement signed by both parties. - The assessment values the operating business only. It does not include, and BlackRain gives no opinion of, the value of any land or buildings owned or occupied by the Business. If real estate is part of a sale, a licensed appraiser and broker should be engaged for that portion. - BlackRain is not providing legal, tax, or accounting advice. Estimates are opinions based on information provided and standard small-business methods; no outcome, sale price, or buyer is guaranteed. - BlackRain performs the kind of improvement and advisory work this assessment may recommend and has a financial interest in being engaged for it; the $999 fee is credited toward that work. The Client is free to have any recommended work done by another provider, or not at all. - BlackRain and its principals acquire, advise on, and earn fees in connection with the purchase and sale of small businesses. BlackRain may in the future be interested in acquiring the Business or in introducing the Client to a buyer. BlackRain will not do either using information obtained under this engagement without the Client's prior written consent, and will disclose any such interest in writing before it arises.

5. Confidentiality. BlackRain will keep confidential all non-public information the Client provides for this engagement, use it only for this engagement, and not disclose it except to persons and service providers assisting with the engagement who are bound to the same duty, or as required by law. If BlackRain is legally compelled to disclose, it will tell the Client first if permitted to do so. At the Client's written request BlackRain will return or destroy what the Client provided, except for copies held in routine backups and one archival copy of BlackRain's own work product, which remain subject to this section. BlackRain will not name the Client or describe this engagement publicly without the Client's written permission. If the parties have signed a Mutual Nondisclosure Agreement, that agreement also applies and controls to the extent it conflicts with this section. The limitation of liability in Section 6 of this letter applies to any claim asserted under that Agreement in connection with this engagement. The written deliverable is provided through a private, access-controlled web page; on the Client's written request, BlackRain will disable the Client's access to that page and, if the Client wishes, provide the deliverable as a static file. This section survives completion or termination of this engagement.

6. Limitation of Liability. The total aggregate liability of BlackRain and of its members, officers, employees, and agents (including Ryan Kirchberger individually) to the Client and to anyone claiming through the Client — for all claims arising out of or relating to this engagement, the assessment, the deliverable, or BlackRain's receipt, handling, or storage of information the Client provides, whether asserted under this letter, under any nondisclosure or confidentiality agreement between the parties, or in contract, tort (including negligence and negligent misrepresentation), under statute, in equity, or on any other theory — will not exceed nine hundred ninety-nine dollars ($999), whether or not that fee has been paid, refunded, or credited. Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost business value, or reduced sale proceeds, even if advised of the possibility. This Section does not limit liability for fraud, willful or wanton misconduct, or any liability that may not be limited under Connecticut law, and does not limit either party's right to seek injunctive relief. This Section controls over any inconsistent term of any nondisclosure or confidentiality agreement between the parties with respect to this engagement.

The Client understands that the deliverable is an estimate, not a certified valuation; that the fee was set in reliance on this limitation; and that the Client has had the opportunity to review this letter before signing.

Client initials: __

7. Time Limit on Claims. Except where a shorter period is prohibited by law, any claim or cause of action by either party arising out of or relating to this engagement, the assessment, or the deliverable must be commenced within one (1) year after the deliverable is delivered to the Client or, if no deliverable is delivered, within one (1) year after the date of this letter. Any such claim not commenced within that period is barred. This provision does not apply to any claim that may not lawfully be shortened by agreement. If a court finds one year unreasonable, the parties intend the shortest enforceable period to apply instead. The parties agree one year is reasonable given the limited scope and $999 fee of this engagement.

8. Deliverable; Client's Right to Use. On payment of the fee, and subject to the restrictions stated in this Section, BlackRain grants the Client a perpetual, irrevocable, royalty-free right to use, copy, and disclose the written deliverable for any lawful business purpose, including disclosure to the Client's accountants, attorneys, lenders, insurers, family members, and any prospective purchaser of the Business, without further consent from BlackRain. The deliverable is not Confidential Information of BlackRain in the Client's hands, and the parties' Mutual Nondisclosure Agreement does not restrict the Client's use or disclosure of it. BlackRain retains ownership of the deliverable and of its underlying templates, methods, and know-how. The Client will not reproduce or distribute the deliverable, or the methodology or analytical framework it discloses, to any other business-advisory, brokerage, or valuation provider without BlackRain's written consent. If the Client discloses the deliverable to any third party, the Client will disclose it in full and without alteration, including the legend and the statements in Section 4. Other than BlackRain's members, officers, employees and agents, who are intended beneficiaries of Sections 6 and 7 and may enforce them, no third party is an intended or incidental beneficiary of this engagement, and no person other than the Client may rely on the deliverable; BlackRain owes no duty of care to, and accepts no liability to, any person other than the Client, whether or not BlackRain knew the deliverable might be shown to that person. BlackRain will not disclose the deliverable, or the fact of this engagement, to any third party without the Client's consent.

9. Survival. Sections 3A, 4, 5, 6, 7 and 8, and any other provision that by its nature is intended to survive, remain in effect after the completion, expiration, or termination of this engagement for any reason. They apply to all services, communications, estimates and opinions BlackRain provides in connection with the Business, whether oral or written, whether given before or after the date of this letter, and whether or not a deliverable is issued or any fee is paid, refunded, or credited.

10. General. This letter is governed by the laws of the State of Connecticut, without regard to conflict-of-laws rules, and the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Connecticut and waive any objection based on venue or forum non conveniens.

Either party may terminate before delivery on written notice. If the Client terminates before the owner interview has taken place, BlackRain refunds the full fee. If the Client terminates after the interview, BlackRain retains $499 for work performed and refunds the balance within ten (10) business days. If BlackRain terminates or does not deliver, BlackRain refunds the full fee within ten (10) business days and will return or destroy the Client's records on request under Section 5.

This letter, together with any separate Mutual Nondisclosure Agreement signed by the parties, is the entire agreement for this engagement and supersedes all prior proposals, emails, and discussions; the Client has not relied on any statement outside this letter in deciding to engage BlackRain. The parties' Mutual Nondisclosure Agreement is a separate agreement that survives this engagement and is not limited or superseded by this letter, except as Sections 5, 6 and 8 of this letter expressly provide. If any provision of this letter is held unenforceable, the remainder stays in effect, and the unenforceable provision will be enforced to the maximum extent permitted. This letter may be signed in counterparts, including electronically.

Agreed and accepted:

BlackRain Automations LLC — Signature: ___ Name: Ryan Kirchberger Date: _____

Client — Signature: ___ Name: ___ Title: ___ Date: _____

Required legend on the deliverable itself

Hard-code both of these in the report template and add a matching item to the Report Room SLOTMAP so they cannot be omitted by accident.

Cover page:

CONFIDENTIAL — RESTRICTED USE — PREPARED FOR [CLIENT NAME] This is a business assessment prepared by BlackRain Automations LLC for the planning use of the named client, under an engagement letter dated ______. It is not a certified appraisal, formal opinion of value, or fairness opinion, was not prepared under any professional valuation standard, and may not be used or submitted for any legal, tax, estate, gift, divorce, financing, insurance, lending, or litigation purpose. The figures are estimates based on information supplied by the client and not audited, reviewed, or independently verified by BlackRain. The second figure illustrates potential only and is not a forecast, projection, promise, or guarantee of any value, sale price, buyer, or result. BlackRain performs the improvement work this document recommends and therefore has a financial interest in it; this is not an independent appraisal. No person other than the named client may rely on this document for any purpose, and BlackRain owes no duty of care and accepts no liability to any other person. Any recipient other than the named client is on notice of these restrictions.

Footer, every page:

Estimate only — not an appraisal or opinion of value. Prepared for [CLIENT NAME]; no other person may rely on it. BlackRain has a financial interest in the recommendations herein.

Also place a one-line qualifier directly beneath each of the two numbers in the body of the report — e.g. "Estimate of current value as the business runs today. An owner's planning figure, not a formal appraisal." If the report shows a bare number, every fix above is decoration.

CONFIDENTIALITY, NON-CIRCUMVENTION AND FEE AGREEMENT

This Agreement is made and effective as of the later of the two signature dates below (the "Effective Date") between:

BlackRain Automations LLC, a Connecticut limited liability company with a business address of 42 South Street, Vernon, CT 06066 ("BlackRain"). Email for notices: ____

________, a ____ with an address of _____ (the "Buyer"). Email for notices: _______

BlackRain identifies and develops relationships with owners of privately held businesses who may be willing to sell. The Buyer wishes to receive information about one or more of those businesses for the purpose of evaluating and potentially acquiring one (the "Purpose"). The parties agree as follows:

1. Confidential Information. "Confidential Information" means all non-public information BlackRain provides to the Buyer in connection with the Purpose, whether written, oral, electronic, or observed, including the identity, location, ownership, and existence-for-sale of any business (each, a "Business"), its financial statements, tax returns, customer and vendor information, pricing, processes, staffing, and the existence and terms of the parties' discussions and of any discussions with any Business or its owner. Confidential Information also includes all notes, analyses, models, and other materials the Buyer prepares to the extent they contain or are derived from it.

2. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the Buyer; (b) was lawfully known to the Buyer before BlackRain disclosed it, without a duty of confidentiality, and which the Buyer identifies to BlackRain in writing within ten (10) business days after BlackRain first identifies the Business (see Section 4); (c) is lawfully received from a third party without restriction; or (d) is independently developed by the Buyer without use of the Confidential Information.

3. Obligations. The Buyer will: (a) use Confidential Information only for the Purpose; (b) not disclose it except to its employees, members, financing sources, and professional advisors who need to know it for the Purpose and who are bound by written confidentiality obligations, and to service providers engaged in the ordinary course to host, store, transmit, or process information under terms restricting the use and disclosure of the Buyer's data; and (c) protect it with at least the same care it uses for its own confidential information, and no less than reasonable care. The Buyer is responsible for any act or omission of any person to whom it discloses Confidential Information that would breach this Agreement if done by the Buyer, including any affiliate, principal, employee, financing source, advisor, or agent.

4. Prior-Knowledge Notice. If the Buyer believes it already knew of a Business before BlackRain identified it, the Buyer must notify BlackRain in writing within ten (10) business days after BlackRain first names that Business, with reasonable documentation of the prior contact. A prior-knowledge claim not made within that period is waived and the Business is conclusively treated as introduced by BlackRain for all purposes under this Agreement.

5. Non-Circumvention. For twenty-four (24) months after BlackRain first identifies a Business to the Buyer, the Buyer will not, directly or indirectly, and will not permit any affiliate, principal, employee, financing source, advisor, or agent to:

(a) contact, negotiate with, or transact with that Business, its owners, or its representatives concerning a purchase, investment, joint venture, or any similar transaction, except through BlackRain or with BlackRain's prior written consent;

(b) acquire, invest in, finance, or take any interest in that Business, or any successor to or substantial portion of the assets of that Business, other than in a Transaction on which BlackRain's fee under Section 7 is paid;

(c) disclose that Business to, or introduce it to, any other person as an acquisition or investment opportunity, or assist any other person in doing any of the foregoing; or

(d) solicit for employment or hire any employee or contractor of that Business, or solicit its customers or vendors, using Confidential Information.

This Section restricts only the use of the specific opportunities BlackRain identifies. Nothing in this Agreement restricts the Buyer from pursuing any business BlackRain has not identified to it, from operating or acquiring competing businesses generally, or from working with other intermediaries.

6. No Solicitation of BlackRain's Sources. For twenty-four (24) months after the Effective Date, the Buyer will not use Confidential Information to identify, target, or solicit any other business owner, seller, or source in BlackRain's pipeline whose identity the Buyer learns through BlackRain.

7. Fee. If, during the twenty-four (24) month period described in Section 5 or at any time thereafter pursuant to Section 8, the Buyer or any affiliate of the Buyer closes a purchase of, investment in, or acquisition of substantially all the assets or equity of a Business identified by BlackRain (a "Transaction"), the Buyer will pay BlackRain a fee equal to the greater of (i) five percent (5%) of the Transaction Value or (ii) twenty-five thousand dollars ($25,000).

"Transaction Value" means the total consideration paid or payable by the Buyer for the Business, including cash at closing, the principal amount of any seller note or other deferred payment, the value of any assumed indebtedness, the value of any equity or rollover interest transferred, amounts payable under any consulting or non-competition agreement with the seller, and the value of any real property acquired as part of the same transaction. Earnout and contingent consideration are included in Transaction Value only if and when actually paid, and the fee on those amounts is due within fifteen (15) days after each such payment.

The fee is earned on closing and payable at closing from closing funds, and the Buyer will instruct the closing agent, escrow agent, or attorney in writing to disburse it directly to BlackRain at closing. Any portion not paid at closing accrues interest at one percent (1%) per month from the closing date. The fee is not contingent on the performance of the Business after closing and is not refundable.

8. Tail. BlackRain's right to the fee under Section 7 survives the expiration or termination of this Agreement and applies to any Transaction closed within twenty-four (24) months after the end of the Section 5 period, if the Business was identified by BlackRain during the term. This Section survives without limit as to any Business as to which the Buyer was in contact with the owner before the Section 5 period ended.

9. No Representation as to Any Business; No Reliance. BlackRain does not audit, verify, or independently confirm any information any Business or its owner provides, and makes no representation or warranty of any kind, express or implied, as to the accuracy, completeness, or reliability of any Confidential Information, or as to the condition, prospects, or value of any Business. All information is provided as received. The Buyer is a sophisticated party that will conduct its own investigation and rely solely on its own diligence and on the representations it obtains directly from a seller in a definitive purchase agreement. The Buyer is not relying, and will not rely, on BlackRain or on any statement, estimate, projection, or opinion BlackRain provides, in deciding whether to pursue or close any Transaction.

BlackRain is not acting as the Buyer's agent, fiduciary, broker, investment adviser, or representative, does not have authority to bind any Business or its owners, and is not providing legal, tax, accounting, or investment advice. BlackRain may be separately compensated by a Business or its owner in connection with the same Transaction, and the Buyer consents to that arrangement.

10. Limitation of Liability. The total aggregate liability of BlackRain and of its members, officers, employees, and agents (including Ryan Kirchberger individually) to the Buyer and to anyone claiming through the Buyer — for all claims arising out of or relating to this Agreement, any Confidential Information, any Business, or any Transaction, whether in contract, tort (including negligence and negligent misrepresentation), under statute, in equity, or on any other theory — will not exceed ten thousand dollars ($10,000), whether or not any fee has been earned or paid. Neither party is liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits or lost business opportunity, even if advised of the possibility — except that this sentence does not limit BlackRain's recovery of its fee, or of the liquidated amount under Section 11, in a circumvention claim. This Section does not limit liability for fraud, willful or wanton misconduct, or any liability that may not be limited under Connecticut law.

Other than BlackRain's members, officers, employees and agents, who are intended beneficiaries of this Section and of Section 9 and may enforce them, no third party is an intended or incidental beneficiary of this Agreement.

11. Remedies. The parties agree that a breach of Section 5, 6, or 7 would cause BlackRain immediate and irreparable harm for which money damages alone would not be an adequate remedy. In addition to any other remedy available at law or in equity, BlackRain is entitled to seek specific performance and temporary, preliminary, and permanent injunctive relief, and the Buyer waives, to the fullest extent permitted by law, any requirement that BlackRain post a bond or other security.

If the Buyer closes a Transaction in breach of Section 5, the Buyer will pay BlackRain the fee that would have been payable under Section 7 had the Transaction been closed through BlackRain, which the parties agree is a reasonable estimate of BlackRain's loss and not a penalty, actual damages being difficult to determine with precision. In any action to enforce Section 5, 6, or 7 in which BlackRain substantially prevails, the Buyer will pay BlackRain's reasonable attorneys' fees and costs.

12. Compelled Disclosure. The Buyer may disclose Confidential Information to the extent required by law, regulation, subpoena, or court or governmental order, provided that (where legally permitted) it gives BlackRain prompt written notice so BlackRain may seek protective treatment. Any such disclosure is limited to the portion legally required.

13. Term; Return or Destruction. This Agreement takes effect on the Effective Date and continues for twenty-four (24) months, except that Sections 5, 6, 7, 8, 9, 10, 11 and 14 survive its expiration or termination in accordance with their terms. Confidentiality obligations continue for two (2) years from the date each item is disclosed, except that information constituting a trade secret remains protected for so long as it remains a trade secret. On BlackRain's written request the Buyer will return or destroy the Confidential Information, except copies residing in routine archival or backup systems and copies required to be retained by law, which remain subject to this Agreement for so long as they are retained.

14. General. This Agreement is governed by the laws of the State of Connecticut, without regard to conflict-of-laws rules, and the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Connecticut and waive any objection based on venue or forum non conveniens. This Agreement is the entire agreement between the parties on this subject and satisfies any requirement that an agreement to pay compensation for business-introduction or finder services be in writing and signed by the party to be charged. It may be amended only in a writing signed by both parties, and may be signed in counterparts, including electronic signatures, each of which is an original. Notices may be given by email to the address stated above. The Buyer may not assign this Agreement without BlackRain's prior written consent; any attempted assignment is void, and this Agreement binds the parties' permitted successors and assigns. If any provision is held unenforceable, the remainder stays in effect, and if the duration or scope of Section 5 or 6 is held unreasonable, it will be enforced to the maximum extent permitted rather than struck.

BlackRain Automations LLC

Signature: ______ Name: Ryan Kirchberger Title: Member Date: __ (required — the Effective Date runs off these two dates)

Buyer: ______

Signature: ____ Name: ____ Title: ______ Date: __ (required)

Schedule A — Businesses Identified

ADVISORY AND FEE AGREEMENT

Date: __

Between: BlackRain Automations LLC, 42 South Street, Vernon, CT 06066 ("BlackRain") And: [Client legal name], of [address] (the "Client"), owner of [Business Name] (the "Business")

1. Engagement. The Client engages BlackRain to assist in preparing the Business for sale and in identifying and developing contact with prospective buyers. BlackRain's services consist of:

• preparing the Business for market (recasting earnings, assembling the information package, identifying and helping remediate the issues that depress value);
• preparing a blind profile and confidential information package for qualified prospective buyers;
• identifying, contacting, and screening prospective buyers, and requiring each to sign a confidentiality and non-circumvention agreement before receiving Confidential Information;
• coordinating buyer inquiries, site visits, and information requests; and
• supporting the Client and the Client's attorney and accountant through negotiation and closing.

2. What BlackRain Is Not. BlackRain does not have authority to bind the Client, to accept or reject any offer, to sign any document on the Client's behalf, or to hold any deposit, escrow, or transaction funds. Every decision about price, terms, buyer selection, and whether to sell at all is the Client's alone. BlackRain does not provide legal, tax, accounting, or investment advice, and the Client will engage its own attorney and accountant for the transaction. BlackRain gives no opinion of value for legal, tax, estate, gift, divorce, financing, insurance, or litigation purposes. Any estimate BlackRain provides is an opinion for the Client's planning use only.

The engagement covers the operating business only. BlackRain gives no opinion of, and provides no services with respect to, the value or sale of any land or buildings. If real property is part of a transaction, the Client will engage a licensed real estate broker and appraiser for that portion, and no part of BlackRain's fee is calculated on the value of real property.

3. Term; Exclusivity. This Agreement runs for twelve (12) months from the date above and continues month to month thereafter until either party terminates on thirty (30) days' written notice. During the term the engagement is exclusive: the Client will refer all inquiries about a sale of the Business to BlackRain and will not engage another broker or advisor for the same purpose. The Client may sell the Business to a buyer the Client itself identifies without owing a fee, provided that buyer is not a Registered Buyer under Section 5.

4. Fee. If a Transaction closes during the term, or thereafter under Section 6, the Client will pay BlackRain a fee equal to the greater of (i) ten percent (10%) of the Transaction Value or (ii) twenty-five thousand dollars ($25,000).

"Transaction Value" means the total consideration paid or payable to the Client for the Business, including cash at closing, the principal amount of any seller note or deferred payment, assumed indebtedness, the value of any equity or rollover interest retained or received, and amounts payable to the Client under any consulting or non-competition agreement entered into as part of the transaction. It excludes the value of any real property. Earnout and contingent consideration are included only if and when actually paid, and the fee on those amounts is due within fifteen (15) days after each payment.

The fee is earned on closing and payable at closing from closing proceeds, and the Client will instruct the closing attorney or escrow agent in writing to disburse it directly to BlackRain. No fee is owed if no Transaction closes. There is no retainer and no hourly charge. Any $999 assessment fee previously paid by the Client is credited against the fee due under this Section.

5. Registered Buyers. BlackRain will maintain a written list of each prospective buyer it introduces or contacts on the Client's behalf, and will provide it to the Client on request and at termination (each, a "Registered Buyer"). A buyer becomes a Registered Buyer when BlackRain notifies the Client in writing that it has contacted or introduced that buyer. If the Client believes it already knew or was already in contact with a buyer BlackRain registers, the Client must say so in writing within ten (10) business days of the notice, or the buyer is treated as introduced by BlackRain.

6. Tail. If a Transaction closes with a Registered Buyer within twelve (12) months after this Agreement expires or is terminated, the fee under Section 4 is payable in full. This Section survives termination. The tail applies only to Registered Buyers — the Client is free after termination to sell to anyone else, through anyone else, with no fee owed to BlackRain.

7. Client Responsibilities and Representations. The Client will provide accurate and complete financial and operational information, reasonable access to the Business, and prompt responses to buyer inquiries, and will notify BlackRain of any inquiry it receives about a sale. The Client represents that the information it provides is accurate and complete in all material respects, that it has authority to sell the Business, and that a sale will not breach any lease, loan, franchise, or other agreement binding the Business.

BlackRain does not audit or independently verify the Client's information and is not responsible for detecting error, misstatement, or omission in it. The Client is solely responsible for the accuracy of what is disclosed to any buyer.

8. Indemnity. The Client will indemnify and hold harmless BlackRain and its members, officers, employees and agents from any claim, loss, liability, or expense (including reasonable attorneys' fees) brought by any buyer or third party arising out of information the Client provided or failed to provide, any misstatement or omission in it, or the Client's breach of this Agreement. This does not apply to any claim arising from BlackRain's own fraud or willful misconduct. This Section survives termination.

9. Confidentiality. BlackRain will keep confidential all non-public information the Client provides, use it only for this engagement, and disclose it only to prospective buyers who have signed a confidentiality and non-circumvention agreement, to persons and service providers assisting with the engagement who are bound to the same duty, or as required by law. BlackRain will not disclose the identity of the Business to any prospective buyer before that buyer has signed such an agreement. BlackRain will not name the Client or describe this engagement publicly without the Client's written permission. If the parties have signed a Mutual Nondisclosure Agreement, it also applies and controls to the extent it conflicts with this Section. This Section survives termination.

10. Conflicts and Disclosures. BlackRain works with multiple sellers and buyers simultaneously, including businesses that may compete with the Business, and may be compensated by a buyer in connection with a transaction involving a different business. BlackRain will not accept compensation from a buyer in connection with a Transaction involving this Business without the Client's prior written consent. BlackRain and its principals also acquire businesses for their own account; if BlackRain becomes interested in acquiring the Business itself, it will disclose that in writing before making any offer, and the Client may terminate this Agreement immediately on receiving that disclosure with no fee owed except on a Transaction with a Registered Buyer.

11. Limitation of Liability. The total aggregate liability of BlackRain and of its members, officers, employees, and agents (including Ryan Kirchberger individually) to the Client and to anyone claiming through the Client — for all claims arising out of or relating to this Agreement or the engagement, whether in contract, tort (including negligence and negligent misrepresentation), under statute, in equity, or on any other theory — will not exceed the greater of the fee actually paid to BlackRain under this Agreement or ten thousand dollars ($10,000). Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost business value, or reduced sale proceeds, even if advised of the possibility — except that this sentence does not limit BlackRain's recovery of its fee under Section 4 or 6. This Section does not limit liability for fraud, willful or wanton misconduct, or any liability that may not be limited under Connecticut law.

Other than BlackRain's members, officers, employees and agents, who are intended beneficiaries of this Section and of Section 8 and may enforce them, no third party is an intended or incidental beneficiary of this Agreement.

12. Time Limit on Claims. Except where a shorter period is prohibited by law, any claim by either party arising out of this Agreement or the engagement must be commenced within one (1) year after the earlier of the closing of a Transaction or the termination of this Agreement. If a court finds one year unreasonable, the parties intend the shortest enforceable period to apply.

13. General. This Agreement is governed by the laws of the State of Connecticut, without regard to conflict-of-laws rules, and the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Connecticut and waive any objection based on venue or forum non conveniens. This Agreement is the entire agreement between the parties on this subject, supersedes all prior proposals and discussions, and satisfies any requirement that an agreement to pay compensation for business-brokerage, advisory, or finder services be in writing and signed by the party to be charged. It may be amended only in a writing signed by both parties and may be signed in counterparts, including electronically. If any provision is held unenforceable, the remainder stays in effect and the unenforceable provision will be enforced to the maximum extent permitted.

Agreed and accepted:

BlackRain Automations LLC — Signature: ___ Name: Ryan Kirchberger Title: Member Date: _____

Client — Signature: ___ Name: ___ Title: ___ Date: _____

Schedule A — Registered Buyers