TERMS & CONDITIONS

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EG or EG Transitions, The Evergreen Group may make its platform, website, technology, administrative resources, and other infrastructure available to independent contractors ("Independent Advisors") who provide services through or in connection with the EG platform. Independent Advisors are independent businesses and are not employees, partners, joint venturers, agents, or representatives of EG. Each Independent Advisor is solely responsible for the services it provides to its clients, including the quality, accuracy, timeliness, professional judgment, advice, recommendations, representations, work product, fees, and conduct associated with those services. EG does not direct, control, or supervise an Independent Advisor's professional judgment or the manner in which the advisor performs its professional services. When a client engages an Independent Advisor, the professional or service relationship is between the client and the Independent Advisor. EG's role is limited to providing platform infrastructure and, where applicable, facilitating introductions, communications, scheduling, administrative coordination, and other platform functions. EG is not the provider of the Independent Advisor's professional services. Any dispute, complaint, claim, request for refund, chargeback, or other disagreement arising from or relating to services provided by an Independent Advisor should be addressed directly between the client and the Independent Advisor. EG is not responsible for the Independent Advisor's services, representations, omissions, professional judgment, work product, fees, refunds, or other obligations arising from the client–advisor relationship.

No Agency or Professional Relationship. An Independent Advisor's participation on the EG platform does not create an agency, employment, partnership, joint venture, attorney-client, accountant-client, investment-advisory, fiduciary, or other professional relationship between EG and the client solely by virtue of the advisor's participation on the platform. Each Independent Advisor is responsible for maintaining any licenses, registrations, insurance, certifications, professional qualifications, and other requirements applicable to the services it independently provides. To the maximum extent permitted by applicable law, EG shall not be liable for claims, losses, damages, costs, refunds, chargebacks, or expenses arising from services independently provided by an Independent Advisor. Nothing in these Terms & Conditions excludes or limits liability that cannot lawfully be excluded or limit. Where payment for an Independent Advisor's services is processed through the EG platform or a third-party payment processor, responsibility for the underlying service remains with the Independent Advisor. Any dispute concerning whether the service was provided, the quality or scope of the service, or whether a refund is owed should be directed to the Independent Advisor. Payment processors may apply their own dispute, chargeback, refund, and account procedures.

Following completion of the Practice Assessment (The Practice Assessment is not a medical practice valuation) and receipt of a preliminary Transition Quote (If applicable), EG may conduct an initial telephone consultation with the prospective client. The consultation is limited to a maximum of thirty (30) minutes and is intended to complete the initial qualification process for the practice under EG's internal practice-transition system. During the consultation, EG may review information provided in the Practice Assessment, discuss the preliminary Transition Quote, clarify the anticipated scope and timing of services, address questions concerning the transition process, and discuss other general matters necessary to determine whether the practice is appropriate for EG's practice-sale process.

The Initial Telephone Consultation is not a telephone valuation, appraisal, financial analysis, or professional advisory consultation. EG does not perform or finalize a practice valuation during the consultation. Any valuation services are performed separately as part of the applicable Phase 1 & 2 engagement, unless EG makes accommodation for another valuation arrangement (In writing and signed off by EG). The consultation is also not an obligation to proceed with a listing or service engagement. Completion of the Practice Assessment, receipt of a Transition Quote, and participation in the Initial Telephone Consultation do not require the prospective client to engage EG, and EG is not obligated to accept the practice for listing or transition services. Following completion of the Practice Assessment, Transition Quote, and Initial Telephone Consultation, the prospective client may elect to proceed with the applicable service engagement and list the practice with EG, or may elect not to proceed. No listing or service engagement is created unless and until the applicable written Service Agreement is accepted and executed by the parties.

Practice Assessment. 

EG may require a prospective client to complete a preliminary practice assessment before beginning a formal engagement. The assessment is designed to provide EG with basic financial, operational, and practice information necessary to understand the general characteristics of the practice and determine whether the practice appears appropriate for EG's transition services. Based on the information provided and EG's experience with practice transactions, EG may use the assessment information to develop an estimated range of potential transaction value and/or estimated cost to sell the practice. This preliminary estimate is intended solely as an initial planning tool and is not a formal valuation, appraisal, offer, guarantee, or representation of the price at which the practice will ultimately sell. The Practice Assessment is based on limited information supplied by the practice owner and is not intended to constitute an audit, independent financial analysis, accounting opinion, tax advice, investment advice, or other professional opinion. EG does not independently verify the information provided during the assessment. The estimated value or transaction cost derived from the assessment may change materially once EG receives additional financial, operational, market, and other information during the formal Phase 1 & 2 engagement. Completion of a Practice Assessment does not create a client relationship, obligate EG to accept the practice for representation or transition services, or obligate the practice owner to engage EG. EG may determine, based on the assessment or subsequent discussions, that a practice is not currently appropriate for EG's services.

The practice owner is responsible for providing complete and accurate information. EG may rely upon information supplied by the practice owner when preparing any preliminary estimate.

Following completion of the Practice Assessment, EG may provide the prospective client with a preliminary Transition Quote estimating the fee EG expects to charge for the applicable practice transition services. The Transition Quote relates solely to the anticipated cost of EG's services and does not represent an estimate, appraisal, valuation, or prediction of the practice's eventual sale price or transaction value. The Transition Quote is based on the information provided through the Practice Assessment and EG's preliminary understanding of the practice, together with EG's experience and established pricing methodology. Because the assessment is preliminary, the Transition Quote is likewise preliminary and may be revised after EG has obtained additional information or discussed the practice in greater detail with the prospective client.

Following completion of the Practice Assessment and issuance of the preliminary Transition Quote, EG may conduct an initial telephone consultation with the prospective client. During that consultation, EG may clarify information provided in the assessment, obtain additional information, discuss the anticipated scope of services, and determine whether the preliminary Transition Quote accurately reflects the practice and the services required.

Following the consultation, EG may confirm the preliminary Transition Quote, modify the quote, or issue a new Transition Quote based on the information discussed during the consultation. No final service fee is established until the applicable fee and scope of services are confirmed in writing by EG and accepted by the client through the applicable Service Agreement.

A Transition Quote does not obligate EG to accept the engagement and does not obligate the prospective client to engage EG. The final scope of services, applicable fees, and other terms are governed exclusively by the executed Service Agreement.

Practice Valuation and Analysis
Where offered, EG may provide a practice-specific analysis based upon financial, operational, and other information provided by the practice owner. Such analysis is intended to assist in evaluating a potential practice transaction and should not be interpreted as a guarantee of future performance or as legal, accounting, tax, investment, or financial advice. Additional terms governing a specific valuation or practice analysis are contained in the applicable service agreement.

And use a polished version like this:

Marketing Services. Marketing is a component of EG's Phase 1 & 2 services and is provided through EG's established internal marketing system. EG may engage independent third-party marketing professionals or marketing companies to develop, produce, distribute, or manage marketing content and campaigns on EG's behalf.
EG maintains control over the marketing process, including the format, messaging, content, channels, timing, frequency, and manner in which a practice is promoted. Marketing activities may include, but are not limited to, email campaigns, social media, digital marketing, practice listings, promotional materials, and other marketing activities determined by EG to be appropriate.
Clients do not engage or direct EG's third-party marketing providers and are not permitted to communicate directly with those providers regarding the client's marketing. All marketing-related communications, questions, requests, or concerns must be directed to EG.
EG does not require client approval before creating, publishing, distributing, or otherwise deploying marketing materials or campaigns. Once a practice is approved for marketing and the necessary information has been provided, EG may begin marketing the practice through its established system without obtaining separate approval for individual advertisements, social media posts, email campaigns, listings, or other promotional activities.
EG's marketing services are not individually customized to a client's preferences or subject to client-directed modification. Clients may notify EG of factual inaccuracies or material errors concerning their practice, and EG will determine whether and how such information should be corrected or incorporated into marketing materials. Requests concerning marketing strategy, messaging, format, scheduling, platform selection, campaign structure, or other creative or strategic decisions remain within EG's discretion.
By engaging EG, the client acknowledges that the marketing component of the service is based on EG's established marketing system and that the client is purchasing EG's marketing process rather than the right to direct or independently manage that process.

Phase 1 & 2 Services. EG's Phase 1 & 2 service is designed to guide a practice owner through the preparation, valuation, marketing, buyer engagement, negotiation, and establishment of the principal terms of a potential practice transaction. The service is structured as a defined process and includes the services described below.
Practice-Specific Analysis and Valuation. EG conducts an analysis of information provided by the practice owner concerning the practice's financial and operational characteristics and develops a practice-specific valuation for purposes of evaluating and marketing the practice. The analysis is based primarily on historical practice information and other relevant factors available to EG. It is not an audit, accounting opinion, tax opinion, investment recommendation, or financial planning service. EG does not independently verify all information supplied by the practice owner.
Practice Preparation and Marketing. EG prepares the practice for presentation to prospective purchasers and conducts marketing and buyer outreach through EG's established marketing system. Marketing may include email campaigns, social media, digital marketing, practice listings, direct outreach, and other promotional activities determined by EG to be appropriate.
Prospective Buyer Engagement. EG communicates with prospective purchasers, provides appropriate practice information, facilitates initial inquiries, and coordinates the exchange of information between prospective purchasers and the practice owner as appropriate.
Negotiation Facilitation. When a prospective purchaser expresses serious interest, EG facilitates communications concerning the proposed transaction and assists the parties in discussing and negotiating business terms. EG does not establish, impose, or independently determine the purchase price or other transaction terms. The buyer and seller make all final decisions regarding the terms of the transaction.
Financing Coordination. When applicable, EG may assist in coordinating communications between a prospective purchaser and potential lenders and may help a purchaser identify potential financing sources. EG does not provide lending, investment, financial planning, or credit advice and does not make lending decisions. EG does not receive compensation from lenders for these activities unless expressly disclosed otherwise.
Term Sheet. Once the buyer and seller have reached agreement concerning the principal business terms of the proposed transaction, EG will organize those terms into a transaction term sheet and provide the term sheet to the seller and/or the seller's designated attorney or other professional advisor for preparation of the appropriate transaction documentation.

Completion of Phase 1 & 2. Phase 1 & 2 services conclude upon completion and delivery of the transaction term sheet. Preparation, drafting, review, negotiation, and execution of definitive legal agreements are outside the scope of Phase 1 & 2 services and are the responsibility of the parties and their respective professional advisors.
No Guarantee of Transaction. EG does not guarantee that a practice will receive an offer, that a buyer will complete a transaction, that financing will be obtained, that a particular purchase price will be achieved, or that a transaction will ultimately close.

Following completion of Phase 1 & 2, the practice owner may elect to retain EG for additional transaction-management and closing-facilitation services. Phase 3 is optional and is not included in the Phase 1 & 2 service unless expressly stated in writing.
When retained for Phase 3, EG may assist in coordinating communications and activities among the buyer, seller, attorneys, accountants, lenders, and other transaction participants; track outstanding transaction items; facilitate information exchange; coordinate financing-related communications; and assist the parties in keeping the transaction moving toward completion.
EG does not provide legal, accounting, tax, lending, investment, financial, real-estate, or other professional services through Phase 3. EG does not prepare or execute legal agreements, leases, real-estate purchase agreements, or other documents requiring professional licensure. The parties and their respective professional advisors remain responsible for the preparation, review, approval, and execution of those documents.

Communication During an Engagement. EG uses structured written communication as its primary method for managing practice-transition engagements. Email and other designated written communication channels allow EG and the parties to maintain an accurate record of requests, information, decisions, instructions, and transaction activity.

Clients should direct routine questions, requests, updates, and transaction-related communications to EG in writing. EG may determine when a telephone or video conference is appropriate based on the nature of the matter.

EG does not provide unlimited or on-demand telephone access as part of its standard services. Telephone calls are scheduled when EG determines that a call would materially assist in addressing a matter or when a matter is more efficiently handled through a scheduled discussion.

Unscheduled telephone calls, repeated requests for telephone contact, or requests to return calls do not create an obligation for EG to provide an immediate telephone response. EG may respond in writing, schedule a call, or otherwise address the matter through the communication method EG determines to be appropriate.