BlackRain — The Process & The Paper

Built 2026-07-22 at Ryan's direction: "we need to become an expert of the process now so on phone I don't lose confidence and know what each step is very clearly to make it clear for each customer."

v2 — rebuilt against the live script. v1 was built on a stale local copy (rev 2, 07-20) and was wrong in six places, including the opener wedge and a "contradiction" Ryan had already resolved. Ryan caught it. Source of truth for anything spoken is now blackrain-script.pages.dev — rev 8 "The File." A verbatim copy is preserved at blackrain-script/live-source/rev8-live-2026-07-22.html.

What this document is, and is not

The call is not in here. Rev 8 is on your phone, it's good, and restating it in a second place is how two documents drift apart and one of them starts lying to you. That already happened once today.

This document starts where the script ends. Everything from "he said Tuesday at ten" to "money is in the account" was undocumented until now — that's where the confidence gap actually is. You can run the call. You couldn't yet narrate what happens after it, and that's the question an owner asks right before he says yes.

The call — index only, so you can see the shape

Eight beats. Full text lives in the script; this is the skeleton so the sequence sits in your head.

The wedge is the number question, not the timeline. Succession comes second, gently, after he admits nobody's put a real number on it. That ordering is the council's rebuild from 07-21 and it's the single most important thing to not get backwards.

The answer to "what do you actually do" — it's already in the script

Asked three times in the 07-21 drills, never answered. It's the opener, and it's two sentences:

"I raise what private companies are worth, and then I sell them."

That's it. Rev 8's rule seven is the same fix stated as law: "Every direct question: concrete answer, two sentences, one question back. A direct question outranks your next beat, always." The drill defect isn't a missing line — it's not obeying a rule that's already written down.

And the broker question is settled. Rev 8: "Are you a broker?" → "Yes — I sell companies. Most listings fail because the number was never raised first. So that's the part I do first." No denial anywhere. The Sell-Side Advisory & Fee Agreement's 10% success fee is aligned with that positioning, not in conflict with it.

⚠️ One consequence, and it's regulatory rather than a script problem: saying "yes, I sell companies" and taking a percentage at closing is the conduct that puts the licensing question live. It doesn't change what you say — it changes how much the attorney items in the seller agreement matter. §20-325a and CUTPA, top of that file.

Where the script ends — the part nobody had written down

Stage 9 · The booking is real or it didn't happen — same minute

The script already says it: "A verbal Wednesday is not a booking." Send the cal.com link while he is still on the phone. The $999 charges at booking through Stripe. If money didn't move, you have a nice conversation, not a client.

Failure mode, 07-21 rep 2 — the phantom booking: hung up on "Wednesday at 2" with no link sent, no fee taken, nothing in the calendar.

Stage 10 · Paper out — same day, ideally within two hours

Order: echo email → NDA → engagement letter. NDA before any records, always.

The script promises it — "Under a signed NDA, before I see a page" — so the NDA has to be sendable within minutes of the call, not built afterward.

In the echo email: "Hold off sending any financials for now — there's a short confidentiality agreement I send first, for your protection as much as mine."

If records arrive before the NDA is signed: do not download, do not forward, do not open them in any tool. Reply with the NDA, ask for a clean resend after signature. Don't delete the email — retain it unprocessed.

If he asks what the NDA does: "Two pages, goes both ways. I can't use anything you show me for anything except this, I can't take it to anybody, and I can't go around you. Your lawyer reads it in five minutes if you want him to."

The two clauses that constrain you — know these cold, they're the ones he should care about: - §3(a) — you can't use his information to evaluate or pursue buying his business, or tip a third party, without his written consent. - §8 — you can't use his information to target or solicit his customers, employees, or vendors.

Stage 11 · Records in — his move, 1 to 5 days

Ask for: three years of P&L, balance sheet, business tax returns with identifiers redacted, current-year interim figures. Summary level.

Deliberately do NOT ask for: payroll registers, W-2s, 1099s, employee files. You don't want personal data you'd then be legally responsible for — a tax return with an SSN on your laptop puts you inside Connecticut's breach-notification statute, and a violation there is itself a CUTPA claim.

Say the clock rule out loud when you ask: "Ten business days from when I've got everything — so the sooner it's complete, the sooner you've got it." Otherwise the ten days runs while you wait on him.

Stage 12 · The visit — at his place of business, up to 90 minutes

The script already committed you to this: "Your place of business. The number comes off your floor as much as your books — I need to see both."

Walk the operation: key processes, staffing, customer concentration, systems, what's on paper vs. in his head. The question behind all the others: what survives the owner leaving?

The examination beats from stage 5 are the spine — but on the floor you're verifying what he told you on the phone, not asking it again.

Stage 13 · Build the assessment — inside ten business days

Runs through the audit-analysis skill against reference/blackrain-audit-checklist.md, which is canonical: cost-of-inaction in dollars + before/after maps = the close.

Two numbers, and the second one is legally load-bearing. Current value as it runs today, and an illustrative figure if the fixable issues get fixed. Not a forecast, not a projection, not a promise — the engagement letter and the report legend both say so in terms. Never call it a projection out loud either.

Stage 14 · Deliver the Report Room

Private, passphrase-gated site. Not a PDF. Built with the report-room skill.

Non-negotiable before it ships: restricted-use legend on the cover, footer on every page, and a one-line qualifier directly under each of the two numbers.

Why this is not cosmetic: contract terms bind the man who signed them. They do not bind his banker. If the report travels — and it will — the legend on the face of the document is the only thing that reaches a third-party reader. A bare number on a page undoes every protection in the engagement letter.

The script also made a promise the report has to keep: "The citation goes in the report — I don't quote a number I can't show you." The EPI citation for 70–80% has to actually be in there.

Stage 15 · The conversation after — this is the business

Everything before this was qualification. He now has two numbers, the list of what's holding the first one down, and the cost of doing nothing.

"So that's where it sits. The gap between those two numbers is [X]. Everything on that list is fixable and most of it is boring. Want me to fix it, or do you want to take it from here?"

Then the fork — and per the prescription, if the honest answer is leave it alone, say that. You promised it on the phone.

Stage 16a · Fix it — the build and the retainer (the near-term money)

Quoting, scheduling, follow-up, the phone after six. Claude Cowork and custom skills, n8n and speed-to-lead where they fit.

• Build $1,500–$3,000, the $999 credited in full
• Concierge retainer $1,500/mo
• Paper: build SOW
• This is the lane that pays this quarter — and the one Ryan named 07-22 as funding everything else.

Stage 16b · Sell it — sell-side engagement (slower, bigger, unsettled)

Only when an owner actually wants to sell. Read the attorney items at the top of the seller agreement first — §20-325a and CUTPA are not resolved.

1. Sell-Side Advisory & Fee Agreement — 12-month term, exclusive, 10% or $25k floor, 12-month tail on Registered Buyers only, his own buyer is fee-free.
2. Prep — recast SDE, assemble the package, fix what depresses the number.
3. Blind profile out — no name, no identifying detail.
4. Buyer NCNDA + Fee Agreement signed before any buyer learns whose business it is. Log every buyer on Schedule A and email it the same day — that timestamp is the entire enforcement mechanism.
5. Diligence → LOI → close. Attorney per deal, not optional. Asset purchase over stock purchase almost always.
6. Fee at closing, disbursed by the closing attorney directly per the written instruction.

⚠️ Do not negotiate the lease or its assignment. A lease is an interest in real estate; that's the line where advisory becomes unlicensed real-estate brokerage. Route it to his attorney and the landlord, and say so plainly on the call.

"What happens next?" — the answer at every stage

The question you'll get most. It cannot require thinking.

The five things that actually break this

1. Answering abstract when asked concrete. Confirmed five times in one night. Rev 8 rule seven already governs it: direct question → concrete answer → two sentences → one question back. The line exists; obeying it is the drill.
2. Inventing numbers. Three in one rep on 07-21. Say his numbers back. Never generate one. Never do arithmetic out loud.
3. The phantom booking. Not in Cal with the fee charged means it didn't happen.
4. Records before the NDA. One eager owner emails tax returns to an unprotected inbox and you're holding regulated data under no agreement.
5. A bare number in the report. Every protection in the engagement letter is decoration if the figure has no qualifier under it and no legend on the page.

Two documents, one truth — the rule that caused today's error

The script is the only source for spoken lines. This file indexes it and never restates it. When rev 9 ships, this file's call index may go stale; the post-call stages won't.

Before any drill or dial block: pull the live page, don't trust a local copy. The local dist sat at rev 2 for two days while rev 8 was live, and it produced a process map with the wrong wedge and a contradiction that had already been fixed. dist/index.html now mirrors live rev 8, and the stale copy is quarantined as rev2-STALE-DO-NOT-DEPLOY.html.

DRAFT — COUNCIL-REVIEWED 2026-07-22 · NOT REVIEWED BY LICENSED COUNSEL · NOT YET IN USE Prepared 2026-07-21 for BlackRain Automations LLC; revised 2026-07-22 following a full adversarial clause review. That review was not conducted by a licensed attorney and is not legal advice. Do not sign or send until reviewed by Connecticut counsel.

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)

One page when rendered to letterhead at 10 pt.

Remaining attorney review items (updated 2026-07-22 after a citation check): - DTSA whistleblower notice — answered, and the answer is "wrong document." The duty under 18 U.S.C. §1833(b)(3)(A) runs from an employer to an employee — and §1833(b)(4) defines "employee" to include a contractor or consultant — not to an arm's-length counterparty. This is a mutual NDA with a client company, so the notice does not belong here; it belongs in BlackRain's agreements with anyone doing work for BlackRain. Omitting it forfeits only exemplary damages and attorney's fees under 18 U.S.C. §1836(b)(3), and only against a person who was entitled to notice — compensatory damages, injunctive relief, and all CUTSA state-law remedies are unaffected. Confirm with counsel, then move it to the contractor paperwork. - Whether a mutual liability cap belongs in this Agreement or is better handled through the engagement letter's cap plus Section 9's anti-cap hook. - Confirmation that BlackRain's hosting, storage, and software providers are on business/commercial terms that satisfy Section 3(b).

Verified 2026-07-22 and requiring no change: §5's perpetual trade-secret tail is correctly drafted and load-bearing. Connecticut adopted the Uniform Trade Secrets Act at Conn. Gen. Stat. §§35-50 to 35-58, with "trade secret" defined at §35-51(d) to require information that is "the subject of efforts that are reasonable under the circumstances to maintain its secrecy." Because both CUTSA and the DTSA turn on reasonable secrecy efforts, a fixed-term confidentiality obligation can be read as a failure to maintain secrecy — at least two federal district courts have so held — which would end trade-secret protection when the term expires. §5's carve-out plus the statutory savings sentence is the drafted answer to exactly that risk.

What changed and why

• Preamble — Effective Date now runs off "the later of the two signature dates set forth below"; the standalone date blank is deleted and both signature-date lines are marked required. (Finding 10)
• Preamble — Purpose broadened to "a business assessment engagement … and any subsequent services the parties may agree to," closing the §3(a) use gap when the relationship moves past the $999 assessment. (Finding 26)
• Preamble — notice emails added to both address blocks in place of a notice paragraph. (Finding 22)
• §1 — "disclosed by or on behalf of" captures records sent by the Company's bookkeeper or accountant. (Finding 43)
• §1 — derivative-materials sentence added so the Recipient's notes, analyses, and models built on Confidential Information are themselves covered. (Finding 43)
• §1 — carve-out stating BlackRain's written deliverable is not Confidential Information in the Company's hands, so the Client can actually use the report it paid for. (Finding 14)
• §3(a) — added an express bar on using the Discloser's Confidential Information to evaluate, negotiate, or pursue an acquisition of or investment in the Discloser, or to assist a third party in doing so, absent written consent. (Finding 12)
• §3(b) — permitted recipients widened to contractors and to ordinary-course hosting, storage, transmission, backup, and software providers; the "at least as protective as this Agreement" standard reduced to "written confidentiality obligations" for people and "terms restricting the use and disclosure of the Recipient's data" for vendors — a standard commercial-tier terms actually meet. (Findings 16, 36)
• §3 — responsibility sentence added: each party absorbs its people's and vendors' conduct as its own, which is what makes the widened permission acceptable to a seller's counsel. (Findings 16, 36)
• §3(d) — marketing carve-out: generic, non-identifying description always permitted; naming the Company requires written (email-sufficient) consent. (Finding 5)
• §3(e) — Personal Information disclaimer (request not to send SSNs, account numbers, health data), express right to redact or delete it, and mutual security-incident notice. (Finding 40)
• §4 — "subpoena" added to the trigger list; cooperation now "at the Discloser's request and expense," with no duty to initiate or defend a proceeding. (Finding 42)
• §5 — the two-year clock now runs per item from the date of disclosure rather than from the Effective Date. (Findings 37, 39)
• §5 — trade-secret tail added (protected for so long as it remains a trade secret), plus a perpetual carve-out for tax returns and Personal Information, plus a savings sentence preserving statutory trade-secret rights. (Findings 1, 17, 39)
• §5 — express survival of obligations past any return or destruction under §6. (Finding 1)
• §6 — return/destruction now triggers automatically within sixty days of the earlier of a written request or expiration of the Agreement, rather than only on request. (Finding 20)
• §6 — retention carve-outs for automated backup/archival systems, one defense-file copy of BlackRain's own work product and the information needed to support it, and legally required copies; retained material is use-restricted and stays confidential "notwithstanding Section 5." (Findings 20, 37)
• §8 — opened with "Subject to Section 3" and closed with an express conflict rule (Section 3 governs), so the no-restriction language can no longer be read to swallow the use restriction. (Findings 11, 12)
• §8 — added a use-based proviso barring either party from using the other's Confidential Information to identify, target, or solicit customers, employees, contractors, or vendors — no new restraint of trade, coextensive with §3(a). (Finding 11)
• §8 — mutual residual-knowledge safe harbor for unaided memory, with trade secrets, customer lists, and personal information expressly excluded. (Finding 38)
• §9 — "may cause harm" upgraded to a stipulation that breach "would cause … irreparable harm"; "may seek" upgraded to "is entitled to seek"; bond/security requirement waived. (Findings 6, 19)
• §9 — anti-cap hook added so no other agreement limits NDA liability unless it expressly says so by reference, making the engagement letter's confidentiality cap the single controlling number. (Finding 13)
• §10 — exclusive venue and a forum non conveniens waiver added alongside the existing exclusive-jurisdiction language, matching the engagement letter's revised clause word for word. (Finding 8)
• §10 — anti-assignment covenant with a successor carve-out conditioned on the successor agreeing in writing to be bound. (Finding 22)
• §10 — one-sentence notice provision (email to the stated address) instead of a deemed-receipt paragraph. (Finding 22)
• Footnote — the resolved trade-secret-term question struck; venue and injunctive-relief items struck as resolved; DTSA notice, the NDA-cap question, and the vendor-terms confirmation retained. (Findings 17, 42)

Judgment calls where surviving findings conflicted:

1. Fee-shifting in §9 omitted entirely. Finding 6 would cap prevailing-party fees at $25,000; Finding 19 would omit them. Omitted, because Ryan is the more likely defendant in an NDA dispute, holds every counterparty's records, and carries no E&O — a mutual fee clause subsidizes claims against him. Finding 6 expressly sanctions omission as an alternative.
2. No liability cap added to the NDA. Finding 36 would add a mutual $10,000 cap to §10; Finding 32 says put the entire fix in the engagement letter instead. Followed Finding 32, paired with Finding 13's §9 anti-cap hook so the engagement letter's stated confidentiality number is the one that controls. Flagged in the footnote for counsel rather than decided silently.
3. Residuals placed in §8, not §3. Finding 5 puts residual knowledge in a new §3(d); Finding 38 puts it in §8. Used §8 (the fuller, mutual version) and kept only Finding 5's marketing sentence at §3(d), to avoid two overlapping residuals clauses.
4. Purpose not expanded to cover Ryan's own acquisition interest. Finding 38 would add "and BlackRain's evaluation of whether to pursue any further transaction with the Company" to the Purpose; Finding 12 bars acquisition use absent written consent. Kept Finding 26's neutral broadening and Finding 12's consent gate — the two are coherent; adding Finding 38's clause would have licensed by definition what §3(a) then prohibits.
5. Length. The document now runs long for one page at 10 pt — §3 and §8 carry most of the added weight. Tightened rather than dropped: §3(e) and §4 were cut to the operative language, the notice paragraph collapsed to one sentence, and no statutory citations appear anywhere. If it still overflows on letterhead, §3(e)'s first sentence is the only genuinely severable piece, and it belongs in the intake process rather than the paper.

DRAFT — COUNCIL-REVIEWED 2026-07-22 · NOT REVIEWED BY LICENSED COUNSEL · NOT YET IN USE (engagement letter). Echo email is operational copy — usable once Ryan approves the voice and the blocking prerequisites clear. Prepared 2026-07-21 for BlackRain Automations LLC. Revised 2026-07-22 following a full adversarial council review (CT enforceability, seller's-counsel, regulatory/licensing, professional-liability, confidentiality-mechanics, and plain-English lenses), each finding cross-examined by a skeptic before it was applied. That review was conducted without licensed counsel. No attorney has read this document. The revisions close identified defects; they do not substitute for a Connecticut attorney pass before this letter is put in front of a seller. A final law-check pass then found four internal contradictions in the revision itself; all four are corrected here — see Law-check corrections at the foot of the file.

(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

DRAFT — FOR ATTORNEY REVIEW, NOT YET IN USE. Council-revised 2026-07-22 without licensed counsel; law-check corrections applied. All bracketed choices are now resolved — see Bracket decisions at the foot of this file. No brackets, slashes, or editorial alternatives may appear in any version handed to a client.

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.¹ 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.² 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,³ and truthful, complete information. Timeline runs from BlackRain's receipt of complete records: delivery within ten (10) business days.⁴

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.⁵ 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.

Law-check corrections applied 2026-07-22

A final adversarial pass over the council's own revision found four internal contradictions. All four are corrected in the text above. Recorded here because each one was a clause defeating another clause — the failure mode a single-pass review does not catch.

1. §6 vs §8 — the personal liability shield was self-defeating. §6 extended the cap to Ryan individually; §8 then declared that no third party is an intended beneficiary of the engagement. Ryan is not a party to the letter (he signs as Member for the LLC), so a non-party can only claim §6's protection as an intended beneficiary — which §8 said did not exist. A plaintiff suing Ryan personally would have quoted §8 to knock him out of his own cap. Fixed: §8 now names BlackRain's members, officers, employees and agents as intended beneficiaries of §§6–7, entitled to enforce them.
2. §6 + §9 + §10 set the cap to $0 in the likeliest claim scenario. The cap read "the fee paid or payable"; §10 requires a full refund in several cases; §9 applied the cap "whether or not any fee is paid, refunded, or credited." Post-refund the cap was zero — and a zero cap is total exculpation, which Connecticut courts treat far more hostilely than a low-but-real cap. The aborted engagement (records taken, nothing delivered, fee returned) is exactly where a data-handling claim comes from. Fixed: the cap is now a fixed number — $999, whether or not that fee was paid, refunded, or credited.
3. §4 forbade what §8 authorized. §4 barred submitting the report "for any such purpose" including financing and insurance; §8 expressly permitted disclosure to lenders and insurers. Showing the report to a banker breached §4 by doing what §8 allowed — and ambiguity is construed against the drafter, so the reliance bar would have been the part that gave way. Fixed: §4 now bars submitting it as an appraisal or opinion of value, and states that disclosure permitted by §8 is not a breach and confers no right of reliance.
4. §8 granted an unconditional right and then clawed part of it back. The grant said "irrevocable… without further consent"; two sentences later the methodology restriction required BlackRain's written consent. Fixed: the grant now opens "subject to the restrictions stated in this Section."

Not fixed — flagged instead: the law-check could not regression-check the NDA against its own prior version, because the review agent overwrote nda-draft.md in place. The v1 text has since been restored to nda-draft-v1-superseded.md from session context, so that check can now be run.

Attorney review items (updated 2026-07-22 after a citation check — item 1 is new and is now the largest):

1. 🔴 CUTPA — unaddressed anywhere in this paper set, and it is the likely vector. Conn. Gen. Stat. §42-110g(f) sets a three-year limitation period described as jurisdictional, which makes it doubtful a private agreement can shorten it — so §7's one-year clause probably does not reach a CUTPA claim at all. CUTPA carries punitive damages and attorney's fees, the exact remedies that blow through §6's $999 cap. §6's carve-out for "any liability that may not be limited under Connecticut law" partially covers this, but nothing in these documents acknowledges CUTPA as the road an aggrieved owner's lawyer actually takes. Closing the loop: a §36a-701b breach-notification violation is itself a CUTPA unfair trade practice — so a data-handling slip converts directly into punitive exposure.
2. Whether the $499 retention is better characterized as a fee earned for work performed than as liquidated damages (see footnote 5).
3. Whether CT requires any specific disclaimer language for valuation-adjacent services.
4. Whether the Section 7 one-year claim limit holds against an unrepresented signer. (Contractual shortening is permitted in Connecticut — the Appellate Court enforced a one-year clause in March 2021, and §42a-2-725 permits shortening to not less than one year in sale-of-goods as a reasonableness benchmark. Enforceability against an unrepresented kitchen-table signer is unverified; unconscionability and adhesion remain live. The §7 savings clause is the correct hedge and is already drafted.)
5. Whether the Section 6 cap at $999 is unconscionable given the disparity, and at what figure it should be reset once E&O is bound. Note: the premise that a cap computing to zero reads as total exculpation and fares worse than a low-but-real cap is reasoning, not verified CT law — no authority found. Ask; do not assert.
6. §36a-701b confirmed and it reaches him. It applies to "any person who owns, licenses or maintains computerized data that includes personal information" — no size threshold. Notice to affected CT residents within 60 days of discovery, plus simultaneous notice to the Attorney General. A client tax return with an SSN on his laptop is squarely the fact pattern; the §1 scope narrowing is the right control and should be enforced in practice, not just on paper.

Resolved and struck from this list: the bracketed choices, the fee-credit window, and the earned-in-full-on-termination clause.

Operational items that are not drafting problems and should not be solved with paper: bind tech E&O plus cyber coverage before the first signed engagement letter (deferred by Ryan 2026-07-22 — AI revenue first; see the daily note); turn on full-disk encryption and MFA on the intake email today; use business/commercial tiers of every AI and hosting vendor, never consumer tiers; retain the signed letter, signed NDA, every document the owner supplied, and the report exactly as sent for a minimum of three years, exporting the working analysis into the client file at delivery.

What changed and why

• Echo email — "what the business is worth" → "my estimate of what the business itself is worth as it runs today" — converts a flat valuation representation by an uncredentialed person into a stated opinion; "itself" carves out real property.
• Echo email — "what it's worth once ... fixed" → "what it could be worth if the fixable problems I find actually get fixed" — makes the second number conditional rather than declarative; that number is the one an owner sues over.
• Echo email — "the books" → "the numbers you give me" — kills the audit/examination implication and matches Section 3, which says the Client supplies the records.
• Echo email — added "It's an operator's assessment, not a formal valuation or appraisal." — one plain-English qualifier in Ryan's own voice, tracking §4 language rather than importing a legal footer.
• Echo email — "takes about a week" → "takes 5 to 10 business days from the day I have your records" — removes the written promise Ryan would break on half of engagements against his own contracted outer bound.
• Echo email — "credited toward any work we do after" → "any work we start together in the next year" — the open-ended credit promise was broader than §2 and predated it in writing.
• Echo email — added the hold-off-on-financials line — the most likely real-world failure was an eager owner emailing tax returns before any NDA existed; frames the gate as protecting him.
• Echo email — added standing rules and blocking prerequisites — never state a value pre-signature; never promise more than the contract; do not process early records; do not ship this version until the NDA is signable and a channel is chosen.
• §1 — records scope narrowed to business returns with identifiers redacted, summary-level, no payroll files — refusing personal information at the scope stage is worth more than any clause disclaiming it after arrival; Conn. Gen. Stat. §36a-701b duties attach to data he never needed.
• §1 — second number relabeled "illustrative," with dependency on execution, cost, and market — the improvement figure read as a forecast, and Ryan sells the fixes it implies.
• §1 — added the legend covenant — one sentence in the letter; the legend itself is hard-coded in the report template, which is the control that survives forwarding.
• §2 — brackets resolved: due on signing; twelve-month credit window.
• §3 — interview capped at ninety minutes; delivery fixed at ten business days.
• §3A NEW — Information Relied Upon — no-verification clause plus an affirmative Client accuracy representation; the single most standard protection in valuation-adjacent engagement letters, and its absence was the most conspicuous gap. Flips the story from "the expert missed it" to "you warranted it."
• §4 first bullet — expanded the not-an-appraisal list and made the reliance bar bind the Client and third parties, with the §8 sharing cross-reference so the two clauses cannot contradict.
• §4 second bullet — "creates no right to any commission on any sale" → "no commission ... payable under this letter," plus a forward reservation — the original was a signed waiver of Ryan's own future fees on any sale of that business, unbounded in time, and it bought no regulatory shield in exchange. Highest-dollar single fix in the document.
• §4 NEW bullet — operating business only, real estate carved out — Conn. Gen. Stat. §20-311 defines "real estate broker" (one who for a fee negotiates the sale, exchange, purchase, or rental of an estate or interest in real estate); §20-312 is the prohibition on acting as one unlicensed. His target verticals are exactly where the owner also owns the building. ⚠️ A lease is an interest in real estate — a lease assignment is not covered by this carve-out. See also §20-325a in the attorney items.
• §4 NEW bullet — financial-interest disclosure — he sets the improvement number, identifies the fixes, and sells the fixes with the $999 credited toward them. Undisclosed, that is a CUTPA theory that plays badly to a jury. Disclosed, it is candor.
• §4 NEW bullet — acquisition and origination interest disclosed in advance — inoculates against the "he priced my weaknesses and then offered to buy" fact pattern, which is the claim an uninsured solo practice does not survive.
• §5 — cross-reference to a possibly-nonexistent NDA replaced with a self-executing covenant — the blank never gets filled at a kitchen table, and the integration clause then helped the client argue no confidentiality duty existed at all.
• §5 — added compelled-disclosure carve-out, backup and work-product exceptions, publicity consent, and the hosted-page takedown.
• §6 — rewritten: scope extended to tort/statute/equity, cap fixed at $999, Ryan named individually, bolded for conspicuousness, carve-outs for fraud and non-limitable liability, initials line added. The old clause said "under this engagement," which a plaintiff pleads around with negligent misrepresentation; it also protected only the LLC and not the human who wrote the number.
• §6 — expressly reaches claims asserted under the NDA and controls over inconsistent NDA terms — the NDA was the only uncapped instrument; competent plaintiff's counsel sues there and routes around the ceiling entirely.
• §6 — "a materially higher fee would apply without it" NOT included — it is not true and Ryan would have to say so under oath.
• §7 NEW — one-year claim limit — Connecticut defaults are six years on contract and three on tort; a 2026 report sued on in 2031 is a case he cannot document.
• §8 NEW — Deliverable; Client's Right to Use — the client was buying a report he arguably could not show his own CPA, since under a mutual NDA it was BlackRain's confidential information in his hands. Grants a broad use right, retains ownership and the methodology restriction, and pairs it with no-third-party-reliance and no-beneficiary language that materially weakens — but does not defeat — a Restatement (Second) of Torts §552 negligent-misrepresentation claim by a non-client. Corrected 2026-07-22: Connecticut follows §552 (Williams Ford, Inc. v. Hartford Courant Co., 232 Conn. 559 (1995)), and that case expressly rejected any requirement of a special relationship, including between sophisticated commercial parties. Contract terms cannot bind a non-signatory — a banker who reads the report and lends never signed the engagement letter. The legend on the face of the report, not the clause in the letter, is what actually reaches a third-party reader.**
• §9 NEW — Survival — nothing said the protective clauses outlive the engagement; "whether given before or after the date of this letter" reaches the verbal range from the cold call.
• §10 — added exclusive Connecticut forum and venue, mirroring the NDA — choice of law does not tell a plaintiff where to file; an out-of-state owner sues at home and the cost of appearing exceeds any judgment. Jury waiver deliberately NOT added.
• §10 — termination ladder resolved: full refund before the interview, $499 after, full refund if BlackRain terminates or fails to deliver, ten-day refund window.
• §10 — integration clause rewritten — supersedes prior emails and adds non-reliance (which the echo email made necessary), while expressly preserving the NDA as a separate surviving agreement.
• §10 — severability added — this, not the fraud carve-out, is what prevents a court striking the whole limitation clause instead of paring it back.
• Report legend section NEW — cover legend, per-page footer, per-number qualifier. The letter stays in a drawer; the report travels. A legend on the face of the document is the strongest single fact against justified reliance by a non-client.
• All brackets removed; footnotes added at each resolved choice — six visible either/or choices in a document signed at a kitchen table read as unfinished, trigger "let my accountant look at this," and show the owner the money terms are negotiable on the spot.

Bracket decisions

DRAFT — NOT REVIEWED BY LICENSED COUNSEL — NOT YET IN USE Drafted 2026-07-22 for BlackRain Automations LLC, carrying forward every defect the 2026-07-22 legal council found in the seller-side paper. Fee figures are trade-practice ranges web-checked the same day; sources are cited in footnote 3. No attorney has read this.

This is the document that protects the fee. It is signed by a BUYER before he sees the name of a business, and it does three jobs at once: confidentiality, non-circumvention, and a written fee agreement. The third job is the one that matters. New York GOL §5-701(a) opens "Every agreement, promise or undertaking is void, unless it or some note or memorandum thereof be in writing…", and subsection (a)(10) reaches this business almost word for word — it covers a contract to pay compensation for services in negotiating the purchase or sale "of a business opportunity, business, its good will, inventory, fixtures or an interest therein," and expressly defines "negotiating" to include "procuring an introduction to a party to the transaction." Its exemption list carves out licensed real estate brokers and attorneys — an unlicensed finder is precisely who (a)(10) is aimed at. Do not assume the Connecticut choice-of-law clause escapes it: NY courts treat (a)(10) as strong public policy where New York has the dominant interest. Practically moot here, because this agreement is in writing and signed — which is all the statute requires.

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.¹

5. Non-Circumvention. For twenty-four (24) months after BlackRain first identifies a Business to the Buyer,² 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).³

"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.⁴ 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.⁵ 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.⁶

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

Fill in and initial each time a Business is named. This schedule is the evidence that starts the clock and defeats a "we already knew about them" defense two years later. Send it by email the same day, so the timestamp is independent of the paper.**

Attorney review items, updated 2026-07-22 after a citation check: 1. 🔴 Conn. Gen. Stat. §20-325a. Bars any action to recover a commission "arising out of any real estate transaction" absent a writing containing seven specific statutory elements, including a mandatory all-caps broker's-lien notice, and Connecticut enforces it strictly. "Transaction Value" in Section 7 expressly includes "the value of any real property acquired as part of the same transaction" — which points this agreement straight at §20-325a. Determine whether that inclusion should be struck (as it was in the seller-side agreement) or whether the seven elements must be added. Largest unaddressed exposure in this document. 2. 🔴 CUTPA. Conn. Gen. Stat. §42-110g(f) — three-year period described as jurisdictional, with punitive damages and fee-shifting that route around the $10,000 cap in Section 10. 3. Statute-of-frauds sufficiency. Section 14 recites that this agreement satisfies the writing requirement for finder compensation (aimed at NY GOL §5-701(a)(10)). But the specific Business is never named in the signed instrument — it appears only on Schedule A, completed later. A statute-of-frauds writing must contain the essential terms. The initialed schedule plus the same-day email timestamp is probably sufficient; confirm it. 4. Whether the Section 11 liquidated-damages provision is enforceable as such rather than as a penalty. (Connecticut's test, from Hanson Development Co. v. East Great Plains Shopping Center, Inc., 195 Conn. 60 (1985): damage uncertain or hard to prove · intent to liquidate in advance · amount reasonable and not greatly disproportionate to the presumable loss. A fee that "would have been payable" is close to the strongest posture available, because it is not an estimate of the loss — it substantially is the loss.) 5. §20-311 / §20-312 licensing — see the corrected description in the seller-side agreement's footnote 1. §20-311 is the definitions section; §20-312 is the prohibition. Lease assignments are an interest in real estate and are not covered by a real-property fee carve-out. 6. Whether the Section 4 prior-knowledge waiver is enforceable against an unrepresented buyer. 7. Do not rely on the Section 14 blue-pencil sentence as insurance for an aggressive term. Connecticut courts do not reliably reform overbroad restrictive covenants; some strike them outright. (Unverified as to CT — the clause costs nothing, but the 24-month term should be defensible on its own.)

DRAFT — NOT REVIEWED BY LICENSED COUNSEL — NOT YET IN USE Drafted 2026-07-22 for BlackRain Automations LLC. Fee figures set to verified 2026 market ranges (footnotes). Carries every defect fix from the 2026-07-22 legal council.

This is the document that gets Ryan paid by the seller side. It is signed AFTER the $999 assessment, when an owner says "alright, help me sell it." Without it he does the work and has no enforceable claim to a fee.

⚠️ The licensing question is live and unresolved in this document. Taking a success fee on the sale of a business is the conduct that regulators look at, regardless of what the contract calls him. See the attorney items at the foot — this is the one that most needs a real lawyer before it is ever signed.

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.¹

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.² 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 5.³

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).⁴

"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.⁵

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.⁶

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.⁷

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.⁸

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).⁹ 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

Send by email the same day each buyer is registered. The independent timestamp is what defeats a "we already knew him" claim at closing.

Attorney review items — read these before this document is ever signed. Reordered 2026-07-22 after a citation check; items 1 and 2 were not on the original list and are now the two largest:

1. 🔴 Conn. Gen. Stat. §20-325a — the fee-killer, and it is nowhere in this document. §20-325a bars any action to recover a commission "arising out of any real estate transaction" unless the agreement is in writing and contains seven specific statutory elements, including a mandatory all-caps broker's-lien notice. Connecticut enforces it strictly. If real property — or a lease assignment — touches a deal, this is the statute that defeats the fee claim regardless of everything drafted above. Determine whether excluding real property from Transaction Value is enough to put a transaction outside §20-325a, or whether any involvement in a deal that includes real property triggers it.
2. 🔴 CUTPA exposure — unaddressed anywhere in this paper set. Conn. Gen. Stat. §42-110g(f) sets a three-year limitation period described as jurisdictional, which makes it doubtful a private agreement can shorten it. CUTPA carries punitive damages and attorney's fees — the exact remedies that route around a $10,000 liability cap and a one-year claim limit. This is the claim an aggrieved owner's lawyer actually files. Note also that a §36a-701b data-breach notification violation is itself a CUTPA unfair trade practice, closing a loop from the confidentiality obligations back into punitive exposure.
3. The licensing question, still primary. Taking a success fee on the sale of a business is the conduct regulators examine, whatever the contract calls it. Confirm whether Connecticut — and any state where a target business or buyer sits — requires a license for compensated business-brokerage or intermediary services. On the federal M&A broker exemption (15 U.S.C. §78o(b)(13), effective March 29, 2023): it is real and in force, and sub-$5M deals sit comfortably inside its thresholds (eligible privately held company = EBITDA under $25M or gross revenues under $250M). But it is federal only — Conn. Gen. Stat. §36b-6 requires broker-dealer and agent registration and contains no corresponding state M&A-broker, business-broker, or finder exemption. Clearing the federal exemption does not clear Connecticut. Note also the exemption is irrelevant to a pure asset sale, which involves no security. This is not a drafting question and cannot be fixed with better words.
4. Whether the Section 8 indemnity is enforceable against an individual unrepresented seller.
5. Whether the Section 6 tail and Section 5 registration mechanic hold under Connecticut law.
6. Whether the Section 12 one-year claim limit survives against an unrepresented signer. (Contractual shortening is permitted in Connecticut — the Appellate Court enforced a one-year clause in March 2021 — and §42a-2-725 allows shortening to not less than one year in sale-of-goods, a useful reasonableness benchmark that lands exactly on one year. Whether it holds against an unrepresented kitchen-table signer is unverified; unconscionability and adhesion remain live defenses. The savings clause in §12 is the correct hedge and is already drafted.)