[{"data":1,"prerenderedAt":537},["ShallowReactive",2],{"document-due-diligence-request-list-D13264":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":179,"customdescription":6,"mdFm":180,"mdProseHtml":536},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"DUE DILIGENCE REQUEST LIST During due diligence, investors typically analyze a company they intend to acquire through sale, merger, or other investment methods. Hence, they may ask your company for a list of its assets, contracts, liabilities, advantages, and potential challenges. This list will help the investor comprehend the investment decisions to make in the future. Based on different categories, here's a list to follow: Financial Information For a detailed breakdown of a company's financial health, investors request their financial statements, historical cash flows, and tax documentation. The company may also need to describe accounting methods and treatments. Other relevant financial information includes: Details of G&A expenses for the last three years. Disclosure of accounting problems. A detailed description of financial arrangements and indebtedness. Banking / Cash / Corporate credit cards. Company Information and Legal Details Your company information should show visible signs of value and growth. Investors should also understand the legal risks of the company. Here are some crucial company information and legal details to provide: Permits, licenses, and other imperative governmental authorizations to conduct business in the United States or any applicable location. Ownership information and member register. Formation documents and operating agreements. Valid copies of correspondence with government authorities. Details regarding investigations, litigation, claims, proceedings, arbitrations, and related legal procedures. Copies of material agreements with suppliers and vendors. Insurance and Liability Most businesses face different claims during operation. Hence, it's normal for the investor to want some valid insurance and liability information. Most will request a list of all material insurance agreements, including the insurer, nature of coverage, insured amounts, and deductibles. Your company may also need to describe its workers' compensation policy, high-level claims information, and historical experience ratings",null,"Due Diligence Request List","3",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/due-diligence-request-list-D13264.png","https://templates.business-in-a-box.com/imgs/250px/13264.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13264.xml",{"title":15,"description":6},"due diligence request list",[17,20],{"label":18,"url":19},"Human Resources","/templates/human-resources/",{"label":21,"url":22},"Hire an Employee","/templates/hire-employee/","Due Diligence Request List Template","https://templates.business-in-a-box.com/imgs/400px/13264.png","https://templates.business-in-a-box.com/imgs/600px/13264.png",[27,17,20],{"label":28,"url":29},"Templates","/templates/",[31,32,35],{"label":28,"url":29},{"label":33,"url":34},"Finance & Accounting","/templates/finance-accounting/",{"label":36,"url":37},"Due Diligence & Audits","/templates/due-diligence-and-audits/",[39,43,47,51,55,59,63,67,72,76,80,84,88,104,117,133,147,163],{"label":40,"url":41,"thumb":42,"extension":10},"Due Diligence Requisition List","/template/due-diligence-requisition-list-D469","https://templates.business-in-a-box.com/imgs/250px/469.png",{"label":44,"url":45,"thumb":46,"extension":10},"Due Diligence Report","/template/due-diligence-report-D13515","https://templates.business-in-a-box.com/imgs/250px/13515.png",{"label":48,"url":49,"thumb":50,"extension":10},"Acquisition of Common Shares Documents Request for Due Diligence","/template/acquisition-of-common-shares-documents-request-for-due-diligence-D5162","https://templates.business-in-a-box.com/imgs/250px/5162.png",{"label":52,"url":53,"thumb":54,"extension":10},"Checklist Customer Due Diligence","/template/checklist-customer-due-diligence-D13916","https://templates.business-in-a-box.com/imgs/250px/13916.png",{"label":56,"url":57,"thumb":58,"extension":10},"Private Placement_due Diligence Requisition List","/template/private-placement_due-diligence-requisition-list-D5169","https://templates.business-in-a-box.com/imgs/250px/5169.png",{"label":60,"url":61,"thumb":62,"extension":10},"Request Apology for NSF Check due to Error","/template/request-apology-for-nsf-check-due-to-error-D291","https://templates.business-in-a-box.com/imgs/250px/291.png",{"label":64,"url":65,"thumb":66,"extension":10},"Request to Contact Credit Manager on Past Due Account","/template/request-to-contact-credit-manager-on-past-due-account-D234","https://templates.business-in-a-box.com/imgs/250px/234.png",{"label":68,"url":69,"thumb":70,"extension":71},"Pricing List","/template/pricing-list-D13029","https://templates.business-in-a-box.com/imgs/250px/13029.png","xls",{"label":73,"url":74,"thumb":75,"extension":71},"Task List","/template/task-list-D13044","https://templates.business-in-a-box.com/imgs/250px/13044.png",{"label":77,"url":78,"thumb":79,"extension":71},"Employee List","/template/employee-list-D13468","https://templates.business-in-a-box.com/imgs/250px/13468.png",{"label":81,"url":82,"thumb":83,"extension":10},"Commission List","/template/commission-list-D624","https://templates.business-in-a-box.com/imgs/250px/624.png",{"label":85,"url":86,"thumb":87,"extension":10},"Assignment of Money Due","/template/assignment-of-money-due-D387","https://templates.business-in-a-box.com/imgs/250px/387.png",{"description":89,"descriptionCustom":6,"label":90,"pages":8,"size":9,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":96,"keywords":95,"url":103},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":95,"description":6},"non disclosure agreement nda",[97,100],{"label":98,"url":99},"Legal Agreements","business-legal-agreements",{"label":101,"url":102},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":105,"descriptionCustom":6,"label":106,"pages":8,"size":9,"extension":10,"preview":107,"thumb":108,"svgFrame":109,"seoMetadata":110,"parents":112,"keywords":115,"url":116},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":111,"description":6},"letter of intent_acquisition of business",[113,114],{"label":98,"url":99},{"label":98,"url":99},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":121,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":126,"keywords":131,"url":132},"TABLE OF CONTENTS Pages 1. INTERPRETATION 5 1.1 Definitions 5 1.2 Generally Accepted Accounting Principles 7 1.3 Headings and References 7 1.4 Extended Meanings 7 1.5 Schedules 7 1.6 Currency 7 1.7 Tender 7 1.8 Performance on Holidays 7 1.9 Calculation of Time 7 1.10 Ordinary Course 7 1.11 \"Material\" and \"Materially\" Defined 7 2. PURCHASE AND SALE 7 2.1 Purchase and Sale and Purchase Price 7 2.1.1 Term and Conditions 7 2.1.2 The Purchase Price shall be paid and satisfied as follows: 7 2.2 Adjustments 7 2.2.1. Net Worth Determination 7 2.2.2. Final Determination of Purchase Price 7 2.2.3. Disputes 7 2.3 Closing 7 2.4 Allocation of Purchase Price 7 2.5 General Adjustments 7 2.6 Accounts Receivable 7 2.7 Liabilities Not Assumed 7 2.8 Transfer Taxes 7 2.9 Non-Assignable Contracts 7 2.10 Increase in Rent on Assignment 7 3. REPRESENTATIONS AND WARRANTIES 7 3.1. Representations and Warranties of the Vendor 7 3.1.1 Corporate Matters 7 3.1.2 Title to Purchased Assets 7 3.1.3 No Options 7 3.1.4 The Financial Statements 7 3.1.5 Undisclosed Liabilities 7 3.1.6 Absence of Changes 7 3.1.7 Absence of Unusual Transactions 7 3.1.8 Tax Matters 7 3.1.9 Books and Records 7 3.1.10 Leases, Material Contracts, etc. 7 3.1.11 Accounts Receivable 7 3.1.12 Consents, Approvals, Etc. 7 3.1.13 Absence of Guarantees 7 3.1.14 Restrictions on Business 7 3.1.15 Absence of Conflicting Agreements 7 3.1.16 Compliance with Applicable [YOUR COUNTRY LAW] 7 3.1.17 Employees 7 3.1.18 Collective Agreements 7 3.1.19 Benefit Plans 7 3.1.20 Litigation 7 3.1.21 Insurance 7 3.1.22 Leases 7 3.1.23 Premises 7 3.1.24 No Expropriation 7 3.1.25 Leased Equipment 7 3.1.26 Licenses 7 3.1.27 Intellectual Property Rights 7 3.1.28 Assets 7 3.1.29 Inventories 7 3.1.30 Forward Commitments 7 3.1.31 Copies of Documents 7 3.1.32 Residency 7 3.1.33 Environmental Matters 7 3.1.34 Occupational Health and Safety 7 3.1.35 Workers' Compensation 7 3.1.36 Disclosure 7 3.1.37 Obligations to Customers 7 3.1.38 Retail Outlets 7 3.2. Representations and Warranties of the Purchaser 7 3.2.1 Incorporation 7 3.2.2 Corporate Power and Due Authorization 7 3.2.3 Enforceability of Obligations 7 3.2.4 Absence of Conflicting Agreements 7 3.2.5 Consents and Approvals 7 3.3. Interpretation 7 3.4. Commission 7 3.5. Qualification of Representations and Warranties 7 3.6. Non-Waiver 7 3.7. Survival of Representations and Warranties of the Vendor 7 3.8. Survival of Representations and Warranties of Purchaser 7 3.9. Knowledge of the Vendor 7 4. OTHER COVENANTS OF THE [COMPANY NAME] 7 4.1. Conduct of Business Prior to Closing 7 4.2. Conduct Business in Ordinary Course 7 4.3. Contracts 7 4.4. Continue Insurance 7 4.5. Comply with [YOUR COUNTRY LAW] 7 4.6. Taxes 7 4.7. Employees 7 4.8. Material Changes 7 4.9. Liens 7 4.10. Action by Vendor 7 4.11. Capital Expenditures 7 4.12. [SPECIFY] Claim 7 4.13. Conduct of Business Prior to Closing 7 4.14. Lease Consents and Estoppel Certificates 7 4.15. Consents and Waivers 7 4.16. Access for Investigation 7 4.17. Delivery of Books and Records 7 4.18. Accounts Receivable 7 4.19. Discharge of Obligations 7 4.20. Cooperation 7 4.21. Employees 7 4.21.1. Offer of Employment 7 4.21.2. Employment Process 7 4.21.3. Indemnification for Severance Claims of Non-Hired Employees 7 4.21.4. Claims Re: Employment Prior to Closing 7 4.21.5. Benefit Plans 7 4.21.6. Termination after Time of Closing 7 4.22. Pension Plan for Employees 7 4.23. Actions to Satisfy Closing Conditions 7 4.24. Disclosure 7 4.25. Injunctions 7 4.26. Action by the Vendor 7 4.27. Competition Act 7 4.28. Bulk Sales Legislation and Provincial Legislation 7 4.29. Consignment Goods and Contractual Rights 7 4.30. [DATE] Financial Statements 7 4.31. Purchaser Radius Clauses 7 5. INDEMNIFICATION 7 5.1 Definitions 7 5.2 Indemnification by the Vendor 7 5.3 Indemnification by the Purchaser 7 5.4 Notice of and the Defense of Third Party Claims 7 5.5 Assistance for Third Party Claims 7 5.6 Settlement of Third Party Claims 7 5.7 Direct Claims 7 5.8 Failure to Give Timely Notice 7 5.9 Payment and Interest 7 5.10 Limitation 7 5.11 Rights in Addition 7 5.12 Survival 7 5.13 Subsequent Recovery 7 5.14 Subrogation 7 5.15 Letter of Credit 7 5.16 Notices to Escrow Agent 7 6. CONDITIONS PRECEDENT 7 6.1 Purchaser's Conditions 7 6.2 Accuracy of Representations and Performance of Covenants 7 6.3 Consents to Assignments 7 6.4 No Material Adverse Change 7 6.5 Litigation 7 6.6 Receipt of Closing Documentation 7 6.7 Non-Competition Agreement 7 6.8 Opinion of Counsel for Vendor 7 6.9 Approval of Board of Directors 7 6.10 Management Agreement 7 6.11 Space and Facilities Agreement 7 6.12 Trade Mark License Agreement 7 6.13 Trade Mark Assignment 7 6.14 Cancellation of Certain Agreements 7 6.15 Environmental Audit 7 6.16 Escrow Agreement 7 6.17 Minimum Number of Leases 7 6.18 Vendor's Conditions 7 6.18.1. Accuracy of Representations and Performance of Covenants 7 6.18.2. Litigation 7 6.18.3. Opinion of Counsel for Purchaser 7 6.18.4. Competition Act 7 6.18.5. Minimum Number of Leases 7 6.18.6. Approval of [SPECIFY] Board of Directors 7 6.18.7. Escrow Agreement 7 6.18.8. Management Agreement 7 6.19 Waiver 7 6.20 Failure to Satisfy Conditions 7 6.21 Destruction or Expropriation 7 7. POST CLOSING OPERATIONS 7 7.1 Failure to Obtain Consent to Assignment of Lease 7 7.1.1. If with respect of any Lease described in Schedule [SPECIFY], the Vendor is unable to obtain any necessary consent, substantially in form or forms approved or deemed approved pursuant to subsection 4.1.10, to the assignment thereof to the Purchaser as herein contemplated at the Time of Closing (a \"Non-Assignable Lease\"), then the Non-Assignable Lease shall not be assigned and the Purchaser shall, in accordance with the terms of a management agreement to be entered into by the parties at Closing, manage the Business as it is carried on at the location covered by the Non-Assignable Lease for the account of the Vendor provided that such agreement does not result in a violation of any Applicable [YOUR COUNTRY LAW] or result in the early termination of the Non-Assignable Lease. 7 7.2 Delivery of Space and Facilities Agreement 7 7.3 Release of Vendor from Lease Covenants 7 7.4 No Hiring of Employees 7 7.5 Access for Taxes 7 7.6 Volume Rebates 7 7.7 Remediation of Certain Outstanding Phase I Violations 7 8. GENERAL 7 8.1 Further Assurances 7 8.2 Time of the Essence 7 8.3 Expenses 7 8.4 Benefit of the Agreement 7 8.5 Entire Agreement 7 8.6 Amendments and Waiver 7 8.7 Assignment 7 8.8 Notices 7 8.9 Confidentiality 7 8.10 Governing [YOUR COUNTRY LAW] 7 8.11 Attornment 7 8.12 Counterparts 7 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Vendor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Vendor, through its [COMPANY NAME], is in the [SPECIFY] business; AND WHEREAS the Vendor desires to sell and the Purchaser desires to purchase as a going concern the undertaking and substantially all of the assets relating to the business of the Vendor's [COMPANY NAME], upon and subject to the terms and conditions hereinafter set forth; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained the parties hereto agree as follows: INTERPRETATION Definitions In this Agreement, unless something in the subject matter or context is inconsistent therewith:","Asset Purchase Agreement For a Retail Business","71",671,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement_for-a-retail-business-D931.png","https://templates.business-in-a-box.com/imgs/250px/931.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#931.xml",{"title":6,"description":6},[127,128],{"label":98,"url":99},{"label":129,"url":130},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement for a retail business","/template/asset-purchase-agreement-for-a-retail-business-D931",{"description":134,"descriptionCustom":6,"label":135,"pages":136,"size":137,"extension":10,"preview":138,"thumb":139,"svgFrame":140,"seoMetadata":141,"parents":142,"keywords":145,"url":146},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[143,144],{"label":98,"url":99},{"label":129,"url":130},"asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":148,"descriptionCustom":6,"label":149,"pages":8,"size":150,"extension":10,"preview":151,"thumb":152,"svgFrame":153,"seoMetadata":154,"parents":155,"keywords":161,"url":162},"TERM SHEET Issue: [Venture Capital FIRM] (\"VC\") and/or any member of its corporate group (\"the VC Group\") will purchase up to [AMOUNT] Series A Convertible Preferred Stock (\"Series A\") newly issued by [YOUR COMPANY NAME] (the \"Company\") at a price per share of [PRICE] (the \"Purchase Price\"). In addition, other investors shall purchase at least [AMOUNT] but not more than [AMOUNT] of newly issued Series A at the Purchase Price. The shares of Series A will be convertible at any time at the option of the holder into common shares of the Company (\"Common Stock\") on a one-for-one basis, adjusted for future share splits. The Purchase Price equates to a pre-money valuation of [VALUATION]. The calculation is based on [NUMBER] fully diluted shares of Common Stock. If the number of shares issued, or stock awards/options authorized increases before the closing the price per share for Series A Convertible Preferred Stock shall be reduced so that the pre-money valuation is unchanged. The Series A Convertible Preferred Stock shall be referred to herein as the \"Preferred Stock.\" Dividend: The Preferred Stock is entitled to an annual [AMOUNT] per share dividend, payable when and if declared by the Board of Directors, but prior to any payment on Common Stock; dividends are not cumulative. Liquidation Preference: The Series A will have a liquidation preference so that proceeds on a merger, sale or liquidation (including non-cumulative dividends) will first be paid to the Series A and will include a [%] per annum compounding guaranteed return calculated on the total amount invested. Upon completion of an additional round of funding of at least [AMOUNT] the compounding guaranteed return feature will expire. The liquidation preference will cease to operate if the proceeds due to Series A, on a merger, sale or liquidation on an as-converted basis, exceed the proceeds that would be due under the liquidation preference. Use of Proceeds: The funds raised by Series A will be used principally for general working capital purposes. Voting Rights: The holders of the Series A shall have the right to vote with the Common Stock on an as-if-converted basis. Redemption: If not previously converted, the Series A is to be redeemed in three equal successive annual installments beginning [DATE]. Redemption will be at the purchase price plus a [%] per annum cumulative guaranteed return. Pre-emptive Rights: Holders of the Preferred Stock will be granted rights to participate in future equity financings of the Company based upon their pro-rata, as-if-converted, ownership of the Company. Automatic Conversion: The Preferred Stock shall be automatically converted into Common Stock at the then applicable conversion rate (1:1 assuming no share splits) in the event of an underwritten public offering of shares of the Company at a total offering of not less than [AMOUNT] and at a per share public offering price of not less than three times the Series A purchase price per share, adjusted for splits. Anti-Dilution: Series A shall have weighted average anti-dilution, based on a weighted average formula to be agreed, for all securities purchased as part of this transaction (excluding shares, options and warrants issued for management incentive and small issues for strategic purposes of under [NUMBER] shares). Management Options: Simultaneously with this transaction, one million new shares shall expand the Company's management incentive stock option pool - bringing the total number of shares issued and stock incentives (awards and options) authorized to [NUMBER OF SHARES]. Rights of First Offer; Tag-Along: The Company and the Investors will have a right of first refusal with respect to any employee's shares proposed to be resold. Alternatively, the Investors will have the right to participate in the sale of any such shares to a third party (co-sale rights), which rights will terminate upon a public offering. Information Rights: Monthly actual vs. plan and prior year. Annual budget [NUMBER] days before beginning of fiscal year","Term Sheet",42,"https://templates.business-in-a-box.com/imgs/1000px/term-sheet-D473.png","https://templates.business-in-a-box.com/imgs/250px/473.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#473.xml",{"title":6,"description":6},[156,158],{"label":33,"url":157},"finance-accounting",{"label":159,"url":160},"Raising Capital","raising-capital","term sheet","/template/term-sheet-D473",{"description":164,"descriptionCustom":6,"label":165,"pages":166,"size":167,"extension":10,"preview":168,"thumb":169,"svgFrame":170,"seoMetadata":171,"parents":174,"keywords":177,"url":178},"CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Owner\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECIPIENT NAME] (the \"Recipient\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows: WHEREAS, Recipient has requested information from Owner in connection with consideration of a possible transaction or relationship between Recipient and Owner. WHEREAS, in the course of consideration of the possible transaction or relationship, Owner may disclose to Recipient confidential, important, and/or proprietary trade secret information concerning Owner and its activities. THEREFORE, the parties agree to enter into a confidential relationship with respect to the disclosure by Owner to Recipient of certain information. Confidential Information Owner proposes to disclose certain of its confidential and proprietary information (the Confidential Information\") to Recipient. Confidential Information shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to Recipient by Owner. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure. Nothing herein shall require Owner to disclose any of its information. For purposes of this Agreement, the term \"Recipient\" shall include Recipient, the company he or she represents, and all affiliates, subsidiaries, and related companies of Recipient. For purposes of this Agreement, the term \"Representative\" shall include Recipient's directors, officers, employees, agents, and financial, legal, and other advisors. Exclusions Confidential Information does not include information that Recipient can demonstrate: (a) was in Recipient's possession prior to its being furnished to Recipient under the terms of this Agreement, provided the source of that information was not known by Recipient to be bound by a confidentiality agreement with or other continual, legal or fiduciary obligation of confidentiality to Owner; (b) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known to the public; (c) is rightfully obtained by Recipient from a third party, without breach of any obligation to Owner; or (d) is independently developed by Recipient without use of or reference to the Confidential Information. Recipient's Obligations Recipient agrees that the Confidential Information is to be considered confidential and proprietary to Owner and Recipient shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Owner, and shall disclose it only to its officers, directors, or employees with a specific need to know. Recipient will not disclose, publish or otherwise reveal any of the Confidential Information received from Owner to any other party whatsoever except with the specific prior written authorization of Owner. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of this Agreement. Upon the request of Owner, Recipient shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within [NUMBER] days of such request. At Recipient's option, any documents or other media developed by the Recipient containing Confidential Information may be destroyed by Recipient. Recipient shall provide a written certificate to Owner regarding destruction within [NUMBER] days thereafter. Term The obligations of Recipient herein shall be effective [Non-Disclosure Period] from the date Owner last discloses any Confidential Information to Recipient pursuant to this Agreement. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Recipient, nor by the rejection of any agreement between Owner and Recipient, by a trustee of Recipient in bankruptcy, or by the Recipient as a debtor-in-possession or the equivalent of any of the foregoing under local law. Confidentiality Recipient and its Representatives shall not disclose any of the Confidential Information in any manner whatsoever, except as provided in Articles 6 and 7 of this Agreement, and shall hold and maintain the Confidential Information in strictest confidence. Recipient hereby agrees to indemnify Owner against any and all losses, damages, claims, expenses, and attorneys' fees incurred or suffered by Owner as a result of a breach of this Agreement by Recipient or its Representatives. Permitted Disclosures Recipient may disclose Owner's Confidential Information to Recipient's responsible Representatives with a bona fide need to know such Confidential Information, but only to the extent necessary to evaluate or carry out a proposed transaction or relationship with Owner and only if such employees are advised of the confidential nature of such Confidential Information and the terms of this Agreement and are bound by a written agreement or by a legally enforceable code of professional responsibility to protect the confidentiality of such Confidential Information. Required Disclosures Recipient may disclose Owner's Confidential Information if and to the extent that such disclosure is required by court order, provided that Recipient provides Owner a reasonable opportunity to review the disclosure before it is made and to interpose its own objection to the disclosure. Use Recipient and its Representatives shall use the Confidential Information solely for the purpose of evaluating a possible transaction or relationship with Owner and shall not in any way use the Confidential Information to the detriment of Owner. No License Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information","Confidentiality Agreement","5",56,"https://templates.business-in-a-box.com/imgs/1000px/confidentiality-agreement-D950.png","https://templates.business-in-a-box.com/imgs/250px/950.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#950.xml",{"title":172,"description":173},"Confidentiality Agreement - Template & Sample Form | Business-in-a-Box","Confidentiality Agreement Template Sample � Download Now! Simply fill-in the blanks and print in minutes! Instant Access to 1,800 business and legal forms. Download samples of professional documents in Word (.doc) and Excel (.xls) format.",[175,176],{"label":98,"url":99},{"label":101,"url":102},"confidentiality agreement","/template/confidentiality-agreement-D950",false,{"seo":181,"reviewer":194,"legal_disclaimer":198,"quick_facts":199,"at_a_glance":201,"personas":205,"variants":230,"glossary":254,"clauses":291,"how_to_fill":342,"common_mistakes":383,"faqs":408,"industries":436,"comparisons":461,"diy_vs_lawyer":477,"jurisdictions":490,"related_template_ids_curated":511,"schema":523,"classification":524},{"meta_title":182,"meta_description":183,"primary_keyword":184,"secondary_keywords":185},"Due Diligence Request List Template (Free Word)","Free due diligence request list template for M&A, investment, and financing transactions. Covers financials, legal, IP, HR, and compliance. Free Word and PDF download.","due diligence request list template",[186,187,188,189,190,191,192,193],"due diligence checklist template","due diligence request list word","m&a due diligence checklist","due diligence document request list","due diligence template free","due diligence checklist for business acquisition","investor due diligence request list","due diligence document list template",{"name":195,"credential":196,"reviewed_date":197},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":200,"legal_review_recommended":198,"signature_required":198,"notarization_required":179},"advanced",{"what_it_is":202,"when_you_need_it":203,"whats_inside":204},"A Due Diligence Request List is a structured document issued by a buyer, investor, or lender to a target company, requesting the specific records, contracts, filings, and data needed to evaluate a transaction. This free Word download organizes requests by category — financial, legal, IP, HR, tax, and compliance — and can be edited online and exported as PDF for delivery to the target's counsel or management team.\n","Use it immediately after signing a letter of intent or term sheet to formally open the diligence phase of an acquisition, merger, equity investment, or debt financing. It defines the scope of information the requesting party requires before committing to closing.\n","Categorized document requests covering corporate structure and governance, financial statements and projections, material contracts, intellectual property, employment and benefits, litigation and regulatory compliance, tax records, environmental matters, and insurance — each with a status tracking column for outstanding, received, and under review items.\n",[206,210,214,218,222,226],{"title":207,"use_case":208,"icon_asset_id":209},"M&A attorneys","Managing document collection for a buy-side or sell-side acquisition","persona-attorney",{"title":211,"use_case":212,"icon_asset_id":213},"Private equity firms","Evaluating a target company before committing to a leveraged buyout","persona-investor",{"title":215,"use_case":216,"icon_asset_id":217},"Corporate development teams","Running internal diligence on a strategic acquisition target","persona-corporate-development",{"title":219,"use_case":220,"icon_asset_id":221},"Venture capital investors","Requesting documents before closing a Series A or B investment round","persona-vc-investor",{"title":223,"use_case":224,"icon_asset_id":225},"Commercial lenders","Verifying borrower financials and collateral before funding a loan","persona-lender",{"title":227,"use_case":228,"icon_asset_id":229},"Business owners selling their company","Preparing a data room to respond promptly to buyer document requests","persona-small-business-owner",[231,235,239,242,245,248,251],{"situation":232,"recommended_template":233,"slug":234},"Acquiring an entire business or majority equity stake","M&A Due Diligence Request List","due-diligence-request-list-D13264",{"situation":236,"recommended_template":237,"slug":238},"Minority equity investment or venture capital round","Venture Capital Due Diligence Checklist","checklist-customer-due-diligence-D13916",{"situation":240,"recommended_template":241,"slug":238},"Commercial real estate purchase or lease","Real Estate Due Diligence Checklist",{"situation":243,"recommended_template":244,"slug":234},"Secured business loan or credit facility","Lender Due Diligence Request List",{"situation":246,"recommended_template":247,"slug":238},"Technology or IP asset acquisition","IP Due Diligence Checklist",{"situation":249,"recommended_template":250,"slug":238},"Merger requiring regulatory approval","Regulatory Due Diligence Checklist",{"situation":252,"recommended_template":253,"slug":238},"Franchise purchase or territory acquisition","Franchise Due Diligence Checklist",[255,258,261,264,267,270,273,276,279,282,285,288],{"term":256,"definition":257},"Due Diligence","The process by which a buyer, investor, or lender investigates a target company's financial, legal, operational, and compliance position before entering a binding transaction.",{"term":259,"definition":260},"Data Room","A secure physical or virtual repository where the target company organizes and shares confidential documents with the requesting party during diligence.",{"term":262,"definition":263},"Letter of Intent (LOI)","A non-binding preliminary agreement between buyer and seller that outlines key transaction terms and typically triggers the formal due diligence process.",{"term":265,"definition":266},"Material Contract","Any agreement whose loss, breach, or expiration would have a significant negative effect on the target company's business, revenue, or operations.",{"term":268,"definition":269},"Representations and Warranties","Contractual statements made by a party about the current state of facts — such as the accuracy of financial statements — that form the basis of the buyer's reliance in closing.",{"term":271,"definition":272},"Indemnification","A contractual obligation by one party to compensate the other for losses arising from a breach of representations, warranties, or other specified events.",{"term":274,"definition":275},"Cap Table","A schedule of all equity holders in a company, showing ownership percentages, share classes, options outstanding, and the dilution effect of proposed transactions.",{"term":277,"definition":278},"Encumbrance","A lien, pledge, mortgage, or other claim on an asset that restricts the owner's ability to freely transfer it without first satisfying the underlying obligation.",{"term":280,"definition":281},"Change of Control Clause","A contract provision that grants one party a right to terminate, accelerate, or renegotiate the agreement if ownership of the other party changes beyond a specified threshold.",{"term":283,"definition":284},"Working Capital","Current assets minus current liabilities, used as a measure of short-term operational liquidity and often the subject of a post-closing purchase price adjustment.",{"term":286,"definition":287},"Disclosure Schedule","A document attached to a purchase agreement listing known exceptions to the seller's representations and warranties, so the buyer cannot later claim breach on disclosed items.",{"term":289,"definition":290},"Escrow","Funds or assets held by a neutral third party pending fulfillment of transaction conditions, commonly used to secure indemnification obligations after closing.",[292,297,302,307,312,317,322,327,332,337],{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Scope and transaction identification","Identifies the parties, the transaction being evaluated, and the purpose of the request list so there is no ambiguity about what the document governs.","This Due Diligence Request List is submitted by [BUYER / INVESTOR NAME] ('Requesting Party') to [TARGET COMPANY NAME] ('Company') in connection with the proposed [ACQUISITION / INVESTMENT / FINANCING] described in the Letter of Intent dated [DATE] ('Transaction').","Omitting the LOI or term sheet reference date. Without it, disputes arise over whether requests fall within the agreed diligence scope, and the target may refuse to produce documents it considers outside the deal.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Corporate structure and governance documents","Requests the company's formation documents, ownership records, board minutes, and shareholder agreements to confirm legal existence, authority, and equity structure.","Please provide: (a) certificate of incorporation and all amendments; (b) current bylaws or operating agreement; (c) cap table as of [DATE]; (d) all shareholder, voting, or investor rights agreements; (e) board and stockholder meeting minutes for the past [3] years.","Requesting only the current certificate of incorporation without amendments. Historical amendments often contain anti-dilution provisions, authorized share changes, or special class rights that materially affect valuation.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Financial statements and accounting records","Requests audited or reviewed financial statements, management accounts, projections, and accounting policies to allow the requesting party to assess financial performance and quality of earnings.","Please provide: (a) audited financial statements for fiscal years [YEAR-2] through [YEAR]; (b) unaudited interim statements for the period ending [DATE]; (c) financial projections for [YEAR+1] through [YEAR+3] with supporting assumptions; (d) a schedule of all off-balance-sheet liabilities.","Accepting management-prepared statements without requesting the underlying trial balance or general ledger access. Adjusted EBITDA figures frequently normalize out recurring costs, overstating true operating performance.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Material contracts and commercial agreements","Requests copies of all significant contracts — customer, vendor, license, and partnership agreements — to identify change-of-control triggers, assignment restrictions, and concentration risks.","Please provide: (a) all customer contracts representing more than [5]% of annual revenue; (b) all supplier or vendor agreements with annual spend exceeding $[AMOUNT]; (c) all partnership, distribution, or reseller agreements; (d) any contract containing a change-of-control, consent-to-assign, or right-of-first-refusal provision.","Setting the revenue-concentration threshold too high and missing mid-tier contracts that collectively contain assignment restrictions. A single consent-to-assign clause in an overlooked contract can block a closing.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Intellectual property","Requests IP ownership records, patent and trademark registrations, license agreements, and open-source usage to confirm the company owns or controls the IP that drives its value.","Please provide: (a) a schedule of all patents, trademarks, copyrights, and domain names, with registration numbers and jurisdictions; (b) all IP assignment agreements from founders, employees, and contractors; (c) all inbound and outbound IP license agreements; (d) a list of all open-source software incorporated into the company's products and the applicable licenses.","Overlooking contractor IP assignment agreements. Work created by independent contractors does not automatically vest in the company under US or UK law — missing assignments can leave core product IP in private hands.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Employment, benefits, and HR matters","Requests employment agreements, compensation schedules, benefit plans, and HR policies to identify change-of-control payouts, key-person dependencies, and post-closing retention risks.","Please provide: (a) a headcount schedule with titles, compensation, and start dates as of [DATE]; (b) all employment agreements, offer letters, and severance agreements for employees earning more than $[AMOUNT] annually; (c) all equity incentive plans and outstanding option/restricted stock schedules; (d) all employee benefit plan summaries and current carrier agreements.","Missing single-trigger change-of-control acceleration provisions in equity plans. If all outstanding options vest automatically on closing, the resulting dilution and payroll tax liability can materially reduce net proceeds to the seller.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Litigation, claims, and regulatory compliance","Requests disclosure of all pending or threatened legal actions, regulatory investigations, and consent orders to assess contingent liabilities and compliance standing.","Please provide: (a) a list of all pending or threatened litigation, arbitration, or regulatory proceedings, with counsel names and status; (b) all correspondence from regulatory agencies in the past [3] years; (c) all consent decrees, settlement agreements, and injunctions to which the Company is a party; (d) counsel's assessment of material contingent liabilities.","Accepting a representation that 'there is no material litigation' without requiring a written litigation hold confirmation and outside counsel certification. Undisclosed claims that surface post-closing routinely trigger indemnification disputes.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Tax records and filings","Requests filed tax returns, correspondence with tax authorities, and transfer pricing documentation to identify unpaid liabilities, audits in progress, and exposure from aggressive tax positions.","Please provide: (a) federal, state, and local income tax returns for the past [3] years; (b) all tax authority correspondence, audit reports, and notices of deficiency; (c) all tax sharing, tax indemnity, or tax allocation agreements; (d) a schedule of net operating loss carryforwards and their expiration dates.","Requesting only federal returns and missing state and local tax exposure. Sales tax nexus liability in US states where the company has economic presence — but has not filed or collected — has become a leading source of post-closing indemnification claims.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Insurance coverage","Requests current insurance policies and claims history to confirm adequate coverage and identify gaps that the buyer will need to address post-closing.","Please provide: (a) certificates of insurance for all current policies, including general liability, D&O, E&O, cyber, and key-person coverage; (b) a schedule of all claims made or pending in the past [3] years with amounts paid or reserved; (c) any notice of coverage denial, cancellation, or non-renewal received in the past [2] years.","Failing to request the underlying policy documents, not just certificates. Certificates confirm a policy exists but do not disclose exclusions, sublimits, or claims-made versus occurrence triggers that could leave the buyer unprotected post-closing.",{"name":338,"plain_english":339,"sample_language":340,"common_mistake":341},"Status tracking and confidentiality obligations","Includes a tracking column for each request item — outstanding, received, or under review — and incorporates the confidentiality obligations from the non-disclosure agreement governing the diligence process.","Each item shall be marked as: (O) Outstanding — not yet provided; (R) Received — uploaded to the data room; (U) Under Review — received and currently being analyzed. All documents provided hereunder are subject to the Non-Disclosure Agreement dated [DATE] between the parties.","Managing document status by email thread instead of within the request list itself. Without a single source of truth, items get marked complete in email while the requesting party's counsel has a different record — causing closing delays and disputes.",[343,348,353,358,363,368,373,378],{"step":344,"title":345,"description":346,"tip":347},1,"Identify the parties and transaction reference","Enter the requesting party's full legal name, the target company's full legal name, and the date and title of the governing LOI or term sheet. This anchors every request to a specific transaction and prevents scope disputes.","Confirm the target's exact registered legal name from its certificate of incorporation before inserting it — trade names on websites are frequently different from the entity under which contracts and IP are held.",{"step":349,"title":350,"description":351,"tip":352},2,"Tailor the request categories to the transaction type","Remove categories that do not apply — for example, a software company acquisition rarely requires environmental requests, while a manufacturing target always does. Add industry-specific categories such as regulatory licenses for healthcare or FCC filings for telecom.","Send a preliminary category list to the target's counsel before issuing the full request list — agreement on scope upfront reduces objections and accelerates document production.",{"step":354,"title":355,"description":356,"tip":357},3,"Set specific dollar and percentage thresholds","Replace placeholder amounts — such as contracts representing more than [X]% of revenue or spend exceeding $[AMOUNT] — with figures calibrated to the target's actual revenue scale. Thresholds that are too low create unnecessary volume; thresholds too high miss material items.","A common starting point is 5% of trailing-twelve-month revenue for customer contract thresholds and $50,000 annually for vendor contract thresholds, adjusted up for larger targets.",{"step":359,"title":360,"description":361,"tip":362},4,"Define the response deadline and data room instructions","Enter the date by which initial document production is expected, the name and access instructions for the virtual data room, and the format requirements (e.g., searchable PDFs, native Excel files for financial models).","Stage the deadline — request corporate and financial documents in Week 1, contracts and IP in Week 2, HR and litigation in Week 3 — to avoid overwhelming the target team and to let your review proceed in parallel.",{"step":364,"title":365,"description":366,"tip":367},5,"Incorporate the NDA reference","Insert the date and parties of the executed non-disclosure agreement in the confidentiality section. This ensures the target understands its obligations before uploading sensitive documents.","If the NDA has not yet been signed when you issue the request list, add a note that document production is conditioned on execution of the NDA, and attach a draft.",{"step":369,"title":370,"description":371,"tip":372},6,"Activate the status tracking columns","Mark every item as Outstanding (O) before issuing the list. As the target uploads documents, update each line to Received (R) or Under Review (U). Assign a team member to own each category section.","Review the tracking log in every weekly deal-team call — items that remain Outstanding for more than five business days after the deadline should trigger a formal follow-up letter.",{"step":374,"title":375,"description":376,"tip":377},7,"Issue the list to the target's designated contact","Deliver the signed request list to the target's legal counsel or designated deal contact, not to a general company email address. Include a cover letter summarizing the deadline, data room access details, and the escalation path for disputes.","Numbering every line item in the request list — even sub-items — lets both sides reference specific requests precisely in correspondence and eliminates the ambiguity of 'the third document in Section 4.'",{"step":379,"title":380,"description":381,"tip":382},8,"Log follow-up items and supplemental requests","As review progresses, add supplemental requests as numbered additions to the original list rather than in separate emails. This keeps a clean single record of everything requested, outstanding, and received.","Supplemental requests that arise from document review are often the most material — budget time in the diligence schedule for at least one round of follow-up requests before the response deadline closes.",[384,388,392,396,400,404],{"mistake":385,"why_it_matters":386,"fix":387},"Using a generic checklist not tailored to the deal type","A checklist designed for a stock acquisition applied to an asset purchase will miss critical requests — such as title to specific assets, assumed liabilities, and assignment of individual contracts — that are irrelevant in a stock deal but essential in an asset deal.","Identify the deal structure (stock purchase, asset purchase, merger, or investment) before issuing the list and remove or add entire categories accordingly. An M&A attorney should review the tailored list before it is sent.",{"mistake":389,"why_it_matters":390,"fix":391},"Accepting representations in lieu of actual documents","A seller's verbal or written assurance that 'no material litigation is pending' is not a substitute for a signed litigation certificate from outside counsel. Undisclosed claims surface post-closing and the buyer's only remedy is an indemnification claim — which may be capped or disputed.","Require documentary evidence for every request. If a specific document does not exist — such as a missing IP assignment — require a written representation from the seller's counsel explaining the gap and negotiate an indemnity or escrow holdback to cover the risk.",{"mistake":393,"why_it_matters":394,"fix":395},"Failing to track document production in a single log","When document status is managed across email threads, Slack messages, and informal calls, items believed complete are frequently missing or outdated. Closing checklists reviewed at the last minute reveal gaps that could have been filled weeks earlier.","Designate one version of the request list as the master tracking document from day one. Update it after every data room upload and share the updated version with both deal teams weekly.",{"mistake":397,"why_it_matters":398,"fix":399},"Missing change-of-control clauses in mid-tier contracts","A change-of-control consent requirement in a single mid-tier SaaS license or distribution agreement can give the counterparty the right to terminate — or extract concessions — at the moment the transaction closes, destroying value the buyer paid for.","Review every contract in the data room for change-of-control, assignment, and consent-to-assign language, not just the top-revenue agreements. Flag each instance and determine whether consent must be obtained pre-closing or whether the risk can be managed by indemnity.",{"mistake":401,"why_it_matters":402,"fix":403},"Setting an unrealistic production deadline","Demanding full document production within five business days forces the target to produce incomplete or disorganized materials, which increases review time and miss rates for the requesting team.","Build a phased production schedule — priority documents (financials, cap table, material contracts) in Week 1, secondary documents (HR, IP, tax, insurance) in Weeks 2–3 — with a final completeness certification before the end of the diligence period.",{"mistake":405,"why_it_matters":406,"fix":407},"Omitting open-source software disclosure requests","Copyleft open-source licenses such as GPL require any software that incorporates them to be distributed under the same license, potentially forcing the acquirer to open-source proprietary code — a material IP impairment that can derail a technology acquisition.","Include an explicit request for a complete open-source software bill of materials (SBOM), the applicable license for each component, and a statement on whether any copyleft-licensed code is incorporated into commercial products.",[409,412,415,418,421,424,427,430,433],{"question":410,"answer":411},"What is a due diligence request list?","A due diligence request list is a formal document issued by a buyer, investor, or lender to a target company that specifies every category of record, contract, and data needed to evaluate a transaction before closing. It organizes requests by subject matter — financial, legal, IP, HR, tax, and compliance — and includes a status column to track document production. It is typically issued after a letter of intent is signed and governs the information-gathering phase of the deal.\n",{"question":413,"answer":414},"When should a due diligence request list be issued?","Issue it immediately after executing a letter of intent or term sheet — typically within three to five business days of signing. Delaying the list compresses the diligence period, forcing rushed review and increasing the risk of missing material issues. In competitive auction processes, buyers often prepare the request list before the LOI is signed so it can be delivered on day one.\n",{"question":416,"answer":417},"What categories should a due diligence request list cover?","A complete list covers ten standard categories: corporate structure and governance, financial statements and projections, material contracts, intellectual property, employment and benefits, litigation and regulatory matters, tax records, environmental compliance, insurance, and any industry-specific regulatory filings. The weight given to each category varies by transaction type — IP is critical for technology acquisitions, while environmental diligence dominates manufacturing deals.\n",{"question":419,"answer":420},"What is the difference between a due diligence request list and a due diligence report?","A due diligence request list is the document the buyer sends to the seller to collect information. A due diligence report is the analysis document the buyer's advisors produce after reviewing the collected materials — summarizing findings, flagging risks, and recommending deal adjustments. The request list is the input; the report is the output. Both are distinct from the disclosure schedules, which are prepared by the seller.\n",{"question":422,"answer":423},"Does a due diligence request list need to be signed?","In most transactions, the request list is signed by or on behalf of the requesting party to confirm it is the authoritative version and to formally commence the diligence period under the LOI. The target's acknowledgment of receipt — by signature, countersignature, or written confirmation — is also standard practice. Signature confirms the scope of requests is agreed and establishes the baseline for any disputes about what was and was not requested.\n",{"question":425,"answer":426},"How long does the due diligence process typically take?","For small-to-mid-market transactions, the diligence period typically runs 30 to 60 days from LOI signing. Complex deals — large enterprises, regulated industries, or cross-border transactions — routinely extend to 90 days or longer. The length depends on the volume of documents, the responsiveness of the target, the number of supplemental requests raised during review, and any regulatory notification periods that must run concurrently.\n",{"question":428,"answer":429},"What happens if the target refuses to produce a requested document?","The requesting party should first issue a written follow-up referencing the specific line-item number and the original deadline. If production is still withheld, the parties' counsel typically negotiate whether the item is outside scope, subject to privilege, or legitimately unavailable. For material gaps — such as a missing IP assignment or an undisclosed lawsuit — the buyer may condition closing on production, negotiate a price reduction, require an indemnity escrow holdback, or in extreme cases, exercise any right to terminate under the LOI's diligence contingency.\n",{"question":431,"answer":432},"Can a seller use a due diligence request list to prepare a data room in advance?","Yes — sellers in auction processes or any anticipated sale should use a standard request list as a data room preparation guide months before going to market. Pre-organizing documents by the categories buyers universally request dramatically reduces the time between LOI signing and diligence completion, signals organizational readiness to buyers, and reduces the likelihood that missing documents become negotiating leverage against the seller at closing.\n",{"question":434,"answer":435},"Is a due diligence request list confidential?","The request list itself is typically treated as confidential under the same NDA that governs the transaction, since it reveals the buyer's analytical priorities and deal structure. More importantly, every document produced in response to the list is confidential. The NDA should be executed before the list is issued so that document production is automatically covered by its terms from the first upload to the data room.\n",[437,441,445,449,453,457],{"industry":438,"icon_asset_id":439,"specifics":440},"Technology / SaaS","industry-saas","IP ownership chain for all code, open-source software inventory, data privacy and GDPR compliance, SaaS contract auto-renewal and churn clauses, and cloud infrastructure cost structures are the highest-priority diligence categories.",{"industry":442,"icon_asset_id":443,"specifics":444},"Healthcare / Life Sciences","industry-healthtech","FDA clearances, HIPAA compliance programs, third-party billing records, clinical trial agreements, and state medical licensing are mandatory diligence items that have no equivalent in other sectors and require specialized reviewers.",{"industry":446,"icon_asset_id":447,"specifics":448},"Manufacturing","industry-manufacturing","Environmental permits and historical site contamination, equipment titles and lease terms, supply chain concentration risk, union agreements, and OSHA compliance records are the categories that most frequently reveal material liabilities in manufacturing acquisitions.",{"industry":450,"icon_asset_id":451,"specifics":452},"Financial Services","industry-fintech","Regulatory licenses and capital adequacy requirements, FINRA or FCA examination history, AML and KYC program documentation, and any consent orders or enforcement actions are non-negotiable diligence items that can prevent a transaction from closing without regulatory approval.",{"industry":454,"icon_asset_id":455,"specifics":456},"Retail / E-commerce","industry-retail","Sales tax nexus analysis across all states with economic presence, consumer data privacy compliance (CCPA, GDPR), platform dependency risk in marketplace agreements, and return and refund liability reserves are the most transaction-relevant diligence focus areas.",{"industry":458,"icon_asset_id":459,"specifics":460},"Professional Services","industry-professional-services","Client contract concentration and assignment restrictions, professional liability claims history, non-solicitation enforceability for key producers, and billing rate benchmarking against industry standards are the primary value and risk drivers in professional services acquisitions.",[462,466,470,474],{"vs":463,"vs_template_id":464,"summary":465},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA establishes the confidentiality framework that must be in place before any due diligence documents are shared. The due diligence request list is issued and fulfilled under the NDA's protection. The NDA is a prerequisite; the request list is the mechanism that actually drives document collection. Both documents are required in every transaction.",{"vs":467,"vs_template_id":468,"summary":469},"Letter of Intent","letter-of-intent-D12648","A letter of intent records the agreed commercial terms of a proposed transaction and typically grants a period of exclusivity for the buyer to complete diligence. The due diligence request list is issued after the LOI is signed and operationalizes the diligence period the LOI defines. The LOI establishes the right to diligence; the request list executes it.",{"vs":471,"vs_template_id":472,"summary":473},"Purchase Agreement","business-purchase-agreement-D13178","A purchase agreement is the definitive binding contract that closes the transaction — incorporating representations, warranties, and indemnification obligations based on what diligence revealed. The due diligence request list drives the information-gathering that shapes those representations. Gaps found during diligence directly inform purchase price adjustments, escrow holdbacks, and indemnity carve-outs in the purchase agreement.",{"vs":286,"vs_template_id":475,"summary":476},"D{DISCLOSURE_SCHEDULE_ID}","A disclosure schedule is prepared by the seller and attached to the purchase agreement to list known exceptions to the seller's representations and warranties. The due diligence request list is prepared by the buyer and directs what information the seller must produce. They are complementary documents that flow in opposite directions — the request list demands information; the disclosure schedule discloses it.",{"use_template":478,"template_plus_review":482,"custom_drafted":486},{"best_for":479,"cost":480,"time":481},"Buyers or investors conducting diligence on small businesses or early-stage companies where transaction value is below $1M and deal complexity is low","Free","1–2 hours to customize and issue",{"best_for":483,"cost":484,"time":485},"Mid-market acquisitions or equity investments between $1M and $10M where material contracts, IP, or regulatory compliance are central to value","$500–$2,000 for attorney review and customization","1–3 days",{"best_for":487,"cost":488,"time":489},"Large or complex transactions above $10M, regulated industry targets, cross-border deals, or any acquisition where post-closing indemnification exposure is material","$3,000–$15,000+ for full M&A counsel engagement","1–3 weeks",[491,496,501,506],{"code":492,"name":493,"flag_asset_id":494,"note":495},"us","United States","flag-us","US diligence typically requires state-by-state analysis for sales tax nexus, employment law compliance, and environmental permits, since requirements vary significantly across all 50 states. IP diligence must confirm written assignments from all employees and contractors under applicable work-for-hire doctrine. Hart-Scott-Rodino Act filing thresholds apply to transactions above approximately $119.5M (adjusted annually) and impose a mandatory waiting period before closing.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"ca","Canada","flag-ca","Canadian diligence requires review of federal and provincial regulatory requirements separately, with particular attention to Quebec's distinct employment, language, and civil law framework. PIPEDA and provincial privacy legislation (notably Quebec Law 25) impose data handling obligations that must be assessed if the target holds personal information. Competition Act pre-merger notification is required for transactions meeting applicable size-of-parties and size-of-transaction thresholds.",{"code":502,"name":503,"flag_asset_id":504,"note":505},"uk","United Kingdom","flag-uk","UK due diligence includes review of Companies House filings, PSC (persons with significant control) registers, and any FCA or sector-specific regulatory authorizations held by the target. Post-Brexit, data transfers between the UK and EU require UK GDPR adequacy or standard contractual clause analysis. The CMA (Competition and Markets Authority) has jurisdiction to review transactions that meet UK turnover thresholds, with mandatory notification for qualifying mergers.",{"code":507,"name":508,"flag_asset_id":509,"note":510},"eu","European Union","flag-eu","GDPR compliance is a mandatory diligence category for any EU-based target or any target processing personal data of EU residents — reviewers must assess lawful processing bases, data subject rights procedures, and any supervisory authority correspondence. EU merger control may require notification to the European Commission or national competition authorities depending on the turnover thresholds of the parties. Employment diligence must account for strong statutory protections, mandatory information and consultation requirements, and works council obligations in countries including Germany, France, and the Netherlands.",[464,512,513,514,515,516,517,518,519,520,521,522],"letter-of-intent_acquisition-of-business-D5197","asset-purchase-agreement-for-a-retail-business-D931","asset-purchase-agreement-D928","term-sheet-D473","confidentiality-agreement-D950","employment-agreement_at-will-employee-D541","ip-sale-agreement-D964","authorship-certificate-D757","company-is-closing-letter-to-clients-D12725","indemnification-agreement-D13016","shareholders-agreement-D1016",{"emit_how_to":198,"emit_defined_term":198},{"primary_folder":157,"secondary_folder":525,"document_type":526,"industry":527,"business_stage":528,"tags":529,"confidence":535},"due-diligence-and-audits","checklist","general","transition",[530,531,532,533,534],"m-and-a","buyer","compliance","legal","due-diligence",0.92,"\u003Ch2>What is a Due Diligence Request List?\u003C/h2>\n\u003Cp>A \u003Cstrong>Due Diligence Request List\u003C/strong> is a formal document issued by a buyer, investor, or lender to a target company that defines the full scope of records, contracts, financial statements, and compliance documentation required to evaluate a proposed transaction before committing to close. Organized by subject-matter category — corporate governance, financials, material contracts, intellectual property, employment, litigation, tax, and insurance — it creates a shared record of what has been requested, what has been produced, and what remains outstanding. It functions as the operational backbone of the diligence process, transforming a verbal agreement to share information into an enforceable, trackable document request with defined deadlines and confidentiality obligations.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Entering a transaction without a structured due diligence request list is one of the most expensive procedural errors a buyer can make. Without a formal list, document collection defaults to email exchanges and informal conversations — creating no record of what was requested, no accountability for what was withheld, and no baseline for indemnification claims when undisclosed liabilities surface after closing. Change-of-control clauses go undetected in mid-tier contracts, contractor IP assignments are never confirmed, and state tax nexus exposure remains invisible until the first post-closing audit. A signed, numbered request list gives your legal team a defensible record of every item sought and every item produced, and gives the target's counsel no room to argue that a material issue was outside the agreed diligence scope. For sellers, a complete data room organized against a standard request list signals readiness, compresses the diligence timeline, and removes document gaps as a buyer negotiating lever at closing. This template gives both sides a common framework from day one of the diligence period.\u003C/p>\n",1781185968622]