[{"data":1,"prerenderedAt":527},["ShallowReactive",2],{"document-due-diligence-requisition-list-D469":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":36,"customDescModule":179,"customdescription":6,"mdFm":180,"mdProseHtml":526},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"DUE DILIGENCE REQUISITION LIST PROPOSED ACQUISITION OF [COMPANY] In connection with the proposed acquisition of [COMPANY] (the \"Company\"), we have developed the due diligence requisition list set forth below in our capacity as legal counsel. As we are provided with the documentation and information request below, additional requisitions may arise. We will also be relying on the potential [ACQUIRER/INVESTOR] and its advisers to bring to our attention materials which are not specifically addressed on the following list, but which would be properly characterized as material and which should be the subject of due diligence procedures. Finally, we would ask that you please advise us of any new information or amendments to existing information if, as and when it becomes available, and provide us with any available additional documentation relating thereto. The due diligence requisition as set forth below is broad in scope and not all requests may be applicable. In the interest of conducting a thorough review, however, we requested each item below be considered and that no responses be provided for inapplicable items. To the extent possible, it would be kindly appreciated if you could cross-reference your responses and documentation to the numbers referred to below. Please note that all references to the Company include all subsidiaries of the Company, if applicable. DUE DILIGENCE REQUISITION LIST CORPORATE STRUCTURE Please provide a detailed description of corporate structure, including subsidiaries, and a corporate organization chart, and identify any changes to this structure in the last 6 financial years. In respect of the Company please supply: name, country and date of incorporation, registered no. (if applicable), and location of registered or head office(s) together with a copy of its Certificate of Incorporation and any Certificate of Amendment or Continuance (or any equivalent or similar type of document); up-to-date bylaws and any other constating documents, together with any relevant resolutions/agreements or other amendments thereto; details of its current authorized share capital and issued and paid-up share capital (classes and denominations) and list of shareholders, any creation and issue of shares (including dates, allotters and consideration) in the last [NUMBER] years and any other changes in share capital in that period, including any share capital repurchased, repaid, reduced, redeemed, converted, consolidated, subdivided or reclassified: details and copies of any joint venture, partnership, shareholders' or similar agreements relating to the Company or to which the Company is party, as well as any escrow or pooling agreement in respect of the shares of the Company; purchase, subscription or conversion agreements, or options over or in respect of share or loan capital; audited accounts of the Company for the last [NUMBER] years or (if shorter) since incorporation; full names and addresses of all directors and officers including function and job title, and of the secretary; and the Company minute books, directors and shareholders resolutions (to the extent not found in minute books), company seals and any other statutory books or records which the Company is required to have by law, as well as the location of Company records, including share certificates. Please provide details of, and copies of all contracts relating to, the acquisition or disposition of shares or businesses or other material assets by the Company in the last [NUMBER] years. Please provide details of any proposed reorganization, including copies or drafts of tax clearance applications. Please provide details of any arrangements (whether formal or informal) between the Company and any related company or any director or officer of the Company (or of any related or affiliated company). List all jurisdictions in which the Company has offices, holds property, conducts business or has agents or employees. Provide details of any documentation understanding or commitment that purports to grant any person an option, warrant or their right to acquire shares or other securities of the Company. Schedules of current officers and directors of the Company. Closing books relating to previous issuances of securities. Copies of all publicly filed documents, including any confidentially filed documents. BORROWING, INDEBTEDNESS AND FINANCIAL ARRANGEMENTS Please provide details for the Company, and where relevant copies, of: bank accounts (including approximate current credit or debit balances) and bank overdraft and other bank and other facilities; loan capital (including subordinated loan capital); finance or operating leases and any related financing arrangements; other credit arrangements or borrowings, including any leasing, credit sale or hire-purchase arrangements (where the annual payments exceed [AMOUNT], acceptance credit facilities, loans or credit arrangements with suppliers, off balance sheet financing arrangements, and any other arrangements whereby the Company has incurred or may incur indebtedness in the nature of borrowing; and mortgages, charges, pledges and other security or equivalent arrangements. Please provide details of: guarantees, indemnities, bonds and letters of comfort (including any commitment to provide any of these) given to any third party by the Company or by any third party to support any obligations of the Company, including any outstanding letters of credit issued on behalf of the Company; export credit guarantee policies or other credit insurances held directly or indirectly by the Company; and foreign exchange contracts, interest, currency or others swap contracts or derivative instruments to which the Company is directly or indirectly party. Please provide details of: trading and indebtedness and copies of agreements (including, if relevant, Board minutes) in respect of companies related to or affiliated with the Company; and loan, current account and other indebtedness (including amounts and interest rates) to or by any director, officer, employee or agent, or any related or affiliated company. Please provide a list of debtors, including details of any debts considered bad or doubtful. Please provide details (including copy correspondence) regarding actual, potential or alleged defaults or waivers under any of the agreements or instruments referred to in [SPECIFY]. Please provide details of current, proposed or projected capital commitments and capital expenditure of the Company. EMPLOYMENT, PENSIONS AND SOCIAL SECURITY Please provide a list of all persons with salaries in excess of [AMOUNT] currently employed by the Company, including: full name and date of birth; date of commencement of employment (both actual and, if different, for any statutory compensation purposes); employing company and location; job title, function and hours worked; current annual salary, date of most recent increase, details of any proposed increase or review or related negotiations, and details of frequency of review; commission and bonus arrangements; benefits, including accommodations, car and expenses allowance; notice entitlement; and any warnings given or other written correspondence in the last [NUMBER] months. Please provide a list of persons who have accepted by not yet begun employment, and of all persons whose employment has been terminated in the last [NUMBER] months and details of any key vacancies in the Company. Please provide details, and, if available, copies of: the standard terms of employment for all grades of employee; and any handbook and/or other directives or regulations (whether written or otherwise) for employees, including grievance/disciplinary procedures.",null,"Due Diligence Requisition List","14",137,"doc","https://templates.business-in-a-box.com/imgs/1000px/due-diligence-requisition-list-D469.png","https://templates.business-in-a-box.com/imgs/250px/469.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#469.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Finance & Accounting","/templates/finance-accounting/",{"label":20,"url":21},"Raising Capital","/templates/raising-capital/","due diligence requisition list","Due Diligence Requisition List Template","https://templates.business-in-a-box.com/imgs/400px/469.png","https://templates.business-in-a-box.com/imgs/600px/469.png",[27,16,19],{"label":28,"url":29},"Templates","/templates/",[31,32,33],{"label":28,"url":29},{"label":17,"url":18},{"label":34,"url":35},"Due Diligence & Audits","/templates/due-diligence-and-audits/",[37,41,45,49,53,57,61,66,70,74,78,82,86,104,117,133,150,166],{"label":38,"url":39,"thumb":40,"extension":10},"Due Diligence Request List","/template/due-diligence-request-list-D13264","https://templates.business-in-a-box.com/imgs/250px/13264.png",{"label":42,"url":43,"thumb":44,"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":46,"url":47,"thumb":48,"extension":10},"Due Diligence Report","/template/due-diligence-report-D13515","https://templates.business-in-a-box.com/imgs/250px/13515.png",{"label":50,"url":51,"thumb":52,"extension":10},"Checklist Customer Due Diligence","/template/checklist-customer-due-diligence-D13916","https://templates.business-in-a-box.com/imgs/250px/13916.png",{"label":54,"url":55,"thumb":56,"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":58,"url":59,"thumb":60,"extension":10},"Requisition Slip","/template/requisition-slip-D1124","https://templates.business-in-a-box.com/imgs/250px/1124.png",{"label":62,"url":63,"thumb":64,"extension":65},"Pricing List","/template/pricing-list-D13029","https://templates.business-in-a-box.com/imgs/250px/13029.png","xls",{"label":67,"url":68,"thumb":69,"extension":65},"Task List","/template/task-list-D13044","https://templates.business-in-a-box.com/imgs/250px/13044.png",{"label":71,"url":72,"thumb":73,"extension":65},"Employee List","/template/employee-list-D13468","https://templates.business-in-a-box.com/imgs/250px/13468.png",{"label":75,"url":76,"thumb":77,"extension":10},"Commission List","/template/commission-list-D624","https://templates.business-in-a-box.com/imgs/250px/624.png",{"label":79,"url":80,"thumb":81,"extension":10},"Assignment of Money Due","/template/assignment-of-money-due-D387","https://templates.business-in-a-box.com/imgs/250px/387.png",{"label":83,"url":84,"thumb":85,"extension":10},"Camera Shot List","/template/camera-shot-list-D13913","https://templates.business-in-a-box.com/imgs/250px/13913.png",{"description":87,"descriptionCustom":6,"label":88,"pages":89,"size":90,"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","3",513,"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":89,"size":90,"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},"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},[127,128],{"label":98,"url":99},{"label":129,"url":130},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":134,"descriptionCustom":6,"label":135,"pages":136,"size":137,"extension":10,"preview":138,"thumb":139,"svgFrame":140,"seoMetadata":141,"parents":142,"keywords":148,"url":149},"STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the \"Agreement\") is made and effective [DATE] BETWEEN: [YOUR COMPANY NAME] (the \"Seller\"), 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: [PURCHASER NAME] (the \"Purchaser\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS WHEREAS, the Seller is the record owner and holder of the issued and outstanding shares of the capital stock of the Company, a [STATE/PROVINCE] company, which Company has issued capital stock of [NUMBER] shares of [AMOUNT] par value common stock; and WHEREAS, the Purchaser desires to purchase said stock and the Seller desires to sell said stock, upon the terms and subject to the conditions hereinafter set forth; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and in order to consummate the purchase and the sale of the Company's Stock aforementioned, it is hereby agreed as follows: PURCHASE AND SALE Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates representing such stock, and the Purchaser shall purchase from the Seller the Company's Stock in consideration of the purchase price set forth in this Agreement. The certificates representing the Company's Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of the Seller. The closing of the transactions contemplated by this Agreement (\"Closing\"), shall be held at [ADDRESS], on [DATE], at [TIME], or such other place, date and time as the parties hereto may otherwise agree. AMOUNT AND PAYMENT OF PURCHASE PRICE The total consideration and method of payment thereof are fully set out in Exhibit \"A\" attached hereto and made a part hereof. REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby warrants and represents: Organization and Standing. Company is a company duly organized, validly existing and in good standing under the laws of the [State/Province] of [STATE/PROVINCE] and has the corporate power and authority to carry on its business as it is now being conducted. Restrictions on Stock:","Stock Purchase Agreement","4",42,"https://templates.business-in-a-box.com/imgs/1000px/stock-purchase-agreement-D349.png","https://templates.business-in-a-box.com/imgs/250px/349.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#349.xml",{"title":6,"description":6},[143,145],{"label":17,"url":144},"finance-accounting",{"label":146,"url":147},"Buy & Sell Shares","buy-sell-shares","stock purchase agreement","/template/stock-purchase-agreement-D349",{"description":151,"descriptionCustom":6,"label":152,"pages":153,"size":154,"extension":10,"preview":155,"thumb":156,"svgFrame":157,"seoMetadata":158,"parents":161,"keywords":164,"url":165},"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":159,"description":160},"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.",[162,163],{"label":98,"url":99},{"label":101,"url":102},"confidentiality agreement","/template/confidentiality-agreement-D950",{"description":167,"descriptionCustom":6,"label":168,"pages":89,"size":137,"extension":10,"preview":169,"thumb":170,"svgFrame":171,"seoMetadata":172,"parents":173,"keywords":177,"url":178},"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","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},[174,175],{"label":17,"url":144},{"label":20,"url":176},"raising-capital","term sheet","/template/term-sheet-D473",false,{"seo":181,"reviewer":191,"legal_disclaimer":195,"quick_facts":196,"at_a_glance":198,"personas":202,"variants":227,"glossary":253,"clauses":290,"how_to_fill":341,"common_mistakes":382,"faqs":407,"industries":435,"comparisons":452,"diy_vs_lawyer":467,"jurisdictions":480,"related_template_ids_curated":501,"schema":513,"classification":514},{"meta_title":182,"meta_description":183,"primary_keyword":22,"secondary_keywords":184},"Due Diligence Requisition List Template (Free Word)","Free due diligence requisition list template for M&A, investment, and financing transactions. Covers all key document categories. Used in 190+ countries. Free Word and PDF download.",[185,186,187,188,189,190],"due diligence checklist template","due diligence document list","m&a due diligence checklist","due diligence requisition list word","acquisition due diligence list","due diligence document request template",{"name":192,"credential":193,"reviewed_date":194},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":197,"legal_review_recommended":195,"signature_required":195,"notarization_required":179},"advanced",{"what_it_is":199,"when_you_need_it":200,"whats_inside":201},"A Due Diligence Requisition List is a formal, structured document used by an acquirer, investor, or lender to systematically request the records, contracts, financial statements, and legal materials needed to evaluate a target company before closing a transaction. This free Word download gives you a categorized request list you can tailor to the deal type, edit online, and share with the target's counsel or management team as a binding transactional instrument.\n","Use it at the outset of any M&A transaction, private equity investment, business acquisition, or significant debt financing where a buyer or investor needs to verify representations made by the target company. It is typically issued after a letter of intent is signed and before a purchase agreement is drafted.\n","The list is organized into categories covering corporate organization, financial statements, material contracts, intellectual property, litigation and regulatory matters, employment and benefits, real estate, insurance, environmental matters, and tax records — each with specific numbered document requests and a response tracking column.\n",[203,207,211,215,219,223],{"title":204,"use_case":205,"icon_asset_id":206},"M&A attorneys","Coordinating document collection from target company counsel during deal diligence","persona-lawyer",{"title":208,"use_case":209,"icon_asset_id":210},"Private equity professionals","Assessing acquisition targets before committing capital to a leveraged buyout","persona-investor",{"title":212,"use_case":213,"icon_asset_id":214},"Corporate development teams","Managing inbound diligence requests when acquiring a strategic competitor","persona-corporate-development",{"title":216,"use_case":217,"icon_asset_id":218},"Investment bankers","Preparing sell-side diligence packages for clients ahead of an auction process","persona-investment-banker",{"title":220,"use_case":221,"icon_asset_id":222},"Startup founders","Responding to a VC or strategic acquirer's document requests during Series B or exit diligence","persona-startup-founder",{"title":224,"use_case":225,"icon_asset_id":226},"Commercial lenders","Verifying collateral, financials, and legal standing before funding a large credit facility","persona-lender",[228,232,236,239,243,246,250],{"situation":229,"recommended_template":230,"slug":231},"Full acquisition of a private company","Due Diligence Requisition List (M&A)","due-diligence-requisition-list-D469",{"situation":233,"recommended_template":234,"slug":235},"Minority equity investment or venture financing","Investment Due Diligence Checklist","checklist-customer-due-diligence-D13916",{"situation":237,"recommended_template":238,"slug":235},"Commercial real estate purchase or lease assignment","Real Estate Due Diligence Checklist",{"situation":240,"recommended_template":241,"slug":242},"Debt financing or credit facility underwriting","Lender Due Diligence Request List","due-diligence-request-list-D13264",{"situation":244,"recommended_template":245,"slug":235},"Selling a business and preparing a virtual data room","Sell-Side Due Diligence Checklist",{"situation":247,"recommended_template":248,"slug":249},"Vendor or supplier onboarding for enterprise contracts","Vendor Due Diligence Questionnaire","due-diligence-report-D13515",{"situation":251,"recommended_template":252,"slug":235},"Merger between two entities of comparable size","Merger Due Diligence Checklist",[254,257,260,263,266,269,272,275,278,281,284,287],{"term":255,"definition":256},"Due Diligence","The investigative process a buyer, investor, or lender undertakes to verify the accuracy of a target's representations and identify material risks before closing a transaction.",{"term":258,"definition":259},"Requisition List","A formal, numbered list of documents and information a requesting party asks the target to produce, typically organized by category.",{"term":261,"definition":262},"Virtual Data Room (VDR)","A secure, cloud-hosted repository where the target uploads diligence documents for the requesting party to review without sharing physical copies.",{"term":264,"definition":265},"Letter of Intent (LOI)","A non-binding preliminary agreement outlining the key terms of a proposed transaction, after which formal due diligence typically begins.",{"term":267,"definition":268},"Material Contract","Any agreement that is significant to a target company's business operations — typically defined by dollar threshold, strategic importance, or change-of-control provisions.",{"term":270,"definition":271},"Representations and Warranties","Factual statements made by the seller in the purchase agreement about the state of the business; due diligence verifies whether these statements are true.",{"term":273,"definition":274},"Change of Control Clause","A contract provision that allows a counterparty to terminate or renegotiate the agreement if ownership of one party changes — a key diligence flag in material contracts.",{"term":276,"definition":277},"Indemnification","A contractual obligation by the seller to compensate the buyer for losses arising from breaches of representations discovered after closing.",{"term":279,"definition":280},"Cap Table","A spreadsheet listing all equity owners, their ownership percentages, and outstanding options or warrants — a standard first request in any equity transaction.",{"term":282,"definition":283},"Data Room Index","A master list of all documents uploaded to the virtual data room, organized to mirror the requisition list categories so reviewers can locate materials quickly.",{"term":285,"definition":286},"Escrow","A portion of the purchase price held by a neutral third party after closing to cover post-closing indemnification claims by the buyer.",{"term":288,"definition":289},"MAC / MAE Clause","Material Adverse Change or Material Adverse Effect — a provision allowing a buyer to walk away from a deal if a significant negative development occurs between signing and closing.",[291,296,301,306,311,316,321,326,331,336],{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Corporate Organization and Governance","Requests the target's foundational corporate records — articles of incorporation, bylaws, board minutes, shareholder resolutions, and organizational chart — to confirm legal standing and decision-making authority.","Please provide: (1) Certificate/Articles of Incorporation and all amendments; (2) Bylaws or Operating Agreement; (3) Board and shareholder meeting minutes for the past [3] years; (4) Current organizational chart showing all subsidiaries and affiliates.","Failing to request minutes for all subsidiaries, not just the parent entity. Material decisions — asset sales, guarantees, equity grants — are often made at the subsidiary level and missed entirely.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Capitalization and Equity","Requests the fully diluted cap table, all equity issuance documents, option plans, warrants, and any rights of first refusal or co-sale agreements to confirm who actually owns what.","Please provide: (1) Fully diluted capitalization table as of [DATE]; (2) All stock purchase agreements, option grants, and warrant agreements; (3) Investor rights, co-sale, and voting agreements; (4) Any convertible notes or SAFEs outstanding.","Accepting a summary cap table without requesting the underlying issuance documents. Phantom shares, unapproved grants, and expired options are only visible in the source instruments.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Financial Statements and Records","Requests audited or reviewed financial statements, management accounts, tax returns, and any financial projections to allow an assessment of historical performance and financial health.","Please provide: (1) Audited financial statements for fiscal years [YEAR-2] through [YEAR]; (2) Unaudited monthly management accounts for the current year; (3) Federal and state/provincial tax returns for the past [3] years; (4) Current accounts receivable and payable aging reports.","Requesting only annual statements and missing interim management accounts. Seasonal businesses or companies with recent performance deterioration can look healthy on an annual basis and distressed on a monthly one.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Material Contracts","Requests all significant commercial agreements — customer contracts, supplier agreements, licenses, and partnership deals — with particular focus on change-of-control provisions that could unravel post-closing.","Please provide all contracts with annual value exceeding $[THRESHOLD] or that are otherwise material to the business, including: (1) Customer and revenue agreements; (2) Supplier and vendor agreements; (3) Distribution, reseller, and agency agreements; (4) Any agreements containing change-of-control, consent, or assignment restrictions.","Setting the dollar threshold too high and missing operationally critical contracts — an exclusive supply agreement worth $80,000 per year that cannot be assigned can shut down operations post-close.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Intellectual Property","Requests all IP registrations, ownership chain documentation, licensing agreements, and employee/contractor IP assignment records to confirm the target actually owns the IP it represents it owns.","Please provide: (1) Schedule of all registered and applied-for patents, trademarks, copyrights, and domain names; (2) IP assignment agreements from all founders, employees, and contractors; (3) All in-bound and out-bound IP license agreements; (4) Any third-party claims, disputes, or cease-and-desist letters.","Assuming employment contracts automatically assign IP. In many jurisdictions, contractor-created IP remains with the contractor without an explicit assignment agreement — and most early startups used contractors extensively.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Litigation and Regulatory Compliance","Requests a complete disclosure of all pending, threatened, and settled legal proceedings, regulatory inquiries, and compliance violations to surface contingent liabilities that could survive closing.","Please provide: (1) Schedule of all pending, threatened, or settled litigation, arbitration, or regulatory proceedings; (2) All demand letters, government inquiries, or consent decrees received in the past [5] years; (3) Evidence of all required business licenses and regulatory permits; (4) Any compliance audits or self-assessments.","Accepting a representation that there is no material litigation without specifically asking for demand letters and informal regulatory correspondence. Pre-litigation threats are rarely volunteered unless explicitly requested.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Employment and Benefits","Requests employee headcount data, compensation schedules, employment agreements, benefit plan documents, and any claims history to identify workforce liabilities and key-person dependencies.","Please provide: (1) Complete employee roster with titles, locations, compensation, and start dates; (2) All executive and key-employee employment agreements; (3) Benefit plan documents (health, retirement, equity); (4) WARN Act, redundancy, or termination exposure analysis; (5) Any pending or settled employment claims.","Not requesting independent contractor agreements alongside employee data. Misclassified contractors represent unpaid payroll taxes, benefits exposure, and potential regulatory penalties — all of which transfer to the buyer.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Tax Matters","Requests filed tax returns, correspondence with tax authorities, any open audits or assessments, and transfer pricing documentation to identify undisclosed tax liabilities.","Please provide: (1) Federal, state/provincial, and local tax returns for the past [3–5] years; (2) All tax audit reports, revenue authority correspondence, and closing agreements; (3) Schedule of any open tax years and estimated exposures; (4) Transfer pricing documentation for intercompany transactions.","Reviewing only income tax filings and missing sales tax, payroll tax, and transfer pricing exposures — which can collectively exceed income tax liability, especially for companies that expanded into new states or countries without registering.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Real Estate and Tangible Assets","Requests all lease agreements, owned property titles, and asset schedules to confirm the target's rights to occupy its premises and confirm the condition of physical assets.","Please provide: (1) All real property leases, subleases, and amendment letters; (2) Title insurance policies and surveys for owned properties; (3) Fixed asset register as of [DATE]; (4) Any landlord consents required for assignment of leases upon change of control.","Skipping lease assignment consent requirements. Many commercial leases require landlord consent upon a change of control — missing this can result in the buyer losing its most important operating location post-closing.",{"name":337,"plain_english":338,"sample_language":339,"common_mistake":340},"Insurance Coverage","Requests current insurance certificates, policy schedules, and claims history to confirm adequate coverage is in place and to identify any uninsured losses or gaps relevant to the transaction.","Please provide: (1) Certificates of insurance for all current policies (general liability, E&O, D&O, cyber, property, workers' comp); (2) Schedule of all insurance claims in the past [3] years; (3) Any notice of cancellation, non-renewal, or coverage disputes; (4) Any self-insurance arrangements or captive structures.","Not reviewing claims history alongside current coverage. A company with three denied or large claims in three years signals underwriting problems that could make coverage unavailable or prohibitively expensive post-closing.",[342,347,352,357,362,367,372,377],{"step":343,"title":344,"description":345,"tip":346},1,"Identify the transaction type and scope","Determine whether this is a full acquisition, minority investment, or financing, and whether assets or shares are being transferred. The transaction type determines which categories are mandatory — asset deals require more focus on title and lien searches; share deals require deeper cap table and liability review.","Confirm with deal counsel on day one which categories apply — issuing an overly broad list wastes both parties' time and signals inexperience.",{"step":348,"title":349,"description":350,"tip":351},2,"Customize categories and dollar thresholds","Set the materiality threshold for contract requests (e.g., contracts with annual value over $50,000) and add any industry-specific categories — e.g., FDA approvals for healthcare, FCC licenses for media.","Set the threshold at 2–3% of target revenue rather than a fixed dollar amount so it scales correctly to the size of the business.",{"step":353,"title":354,"description":355,"tip":356},3,"Assign a unique request number to each item","Number every line item sequentially within each category (e.g., 3.1, 3.2, 3.3 under Section 3 — Material Contracts) so that responses in the data room index mirror the requisition list exactly.","A consistent numbering system cuts the average data room review time significantly — reviewers can locate any document in under 30 seconds using the index.",{"step":358,"title":359,"description":360,"tip":361},4,"Define the response deadline and submission format","State the date by which all documents must be uploaded to the virtual data room, the naming convention to use for uploaded files, and who at the target company is the designated point of contact for follow-up.","A rolling 5-business-day response window for each batch — rather than one hard deadline — keeps momentum and avoids a last-minute data dump that overwhelms reviewers.",{"step":363,"title":364,"description":365,"tip":366},5,"Include a tracking column for each request","Add a status column (e.g., Pending / Received / Not Applicable / Follow-Up Required) to every line item so the requesting team can monitor completion at a glance and identify open items before the review period closes.","Share the tracking version with the target's counsel so both sides see the same completion status — this eliminates the 'we uploaded it already' disputes that delay closings.",{"step":368,"title":369,"description":370,"tip":371},6,"Send with a cover letter and NDA confirmation","Transmit the requisition list under a formal cover letter referencing the LOI or engagement letter, confirming that the existing NDA covers all materials produced, and identifying the VDR platform where documents should be uploaded.","Reference the NDA date and parties explicitly in the cover letter — this removes any ambiguity about whether newly produced diligence materials are covered by the confidentiality agreement.",{"step":373,"title":374,"description":375,"tip":376},7,"Issue supplemental requests as gaps emerge","After the first review round, issue numbered supplemental request lists (Supplement No. 1, No. 2) that address gaps, inconsistencies, and follow-up questions identified by the review team.","Consolidate supplemental requests into batches rather than issuing them one by one — a daily drip of new requests creates friction and can stall a deal that is otherwise on track.",{"step":378,"title":379,"description":380,"tip":381},8,"Confirm completeness and sign off before closing","Have both parties sign a diligence completion certificate confirming that all requested materials have been produced and that no material information has been withheld — this document is attached to the purchase agreement as a closing condition.","A signed completion certificate shifts post-closing indemnification risk materially toward the seller — make its execution a hard closing condition, not an optional courtesy.",[383,387,391,395,399,403],{"mistake":384,"why_it_matters":385,"fix":386},"Issuing an identical list regardless of deal size or type","An overly broad list issued to a 10-person startup overwhelms the target's management team and delays responses on the 20 items that actually matter to the deal.","Scope the list to the transaction type and target size. Remove categories that are clearly inapplicable and add industry-specific sections that a generic list omits.",{"mistake":388,"why_it_matters":389,"fix":390},"Setting no response deadline or tracking mechanism","Without a deadline and a shared tracking log, diligence drags on indefinitely — deal timelines slip, financing commitments expire, and the target's management loses confidence in the buyer.","Assign response deadlines to each category, share a joint tracking spreadsheet with both teams, and escalate outstanding items in weekly deal calls.",{"mistake":392,"why_it_matters":393,"fix":394},"Accepting a summary cap table without underlying issuance documents","Summary cap tables routinely omit unvested options, expired warrants, and side letter rights — creating post-closing disputes over ownership and dilution that can unwind the transaction.","Request every option grant agreement, warrant certificate, and investor side letter individually and reconcile them against the summary table before signing the purchase agreement.",{"mistake":396,"why_it_matters":397,"fix":398},"Not requesting contractor IP assignment agreements","IP created by contractors remains the contractor's property by default in most jurisdictions unless a written assignment agreement exists. Discovering this post-close can invalidate the buyer's ownership of the target's core technology.","Add an explicit sub-item under the IP section requesting signed IP assignment agreements for every contractor who contributed to any material product or software.",{"mistake":400,"why_it_matters":401,"fix":402},"Overlooking change-of-control clauses in material contracts","A single customer contract representing 30% of revenue with an unwaived change-of-control clause can allow that customer to terminate the day after closing, immediately destroying the deal's value thesis.","Flag every contract containing change-of-control, consent-to-assignment, or anti-assignment language and resolve consents before signing, not after.",{"mistake":404,"why_it_matters":405,"fix":406},"Reviewing only income tax filings and ignoring sales and payroll tax","Sales tax nexus created by unregistered remote selling, and payroll tax liabilities from misclassified contractors, can equal or exceed disclosed income tax exposure and are not visible in income tax returns alone.","Add explicit requests for sales tax registration certificates by state, payroll tax filings, and any state or local tax authority correspondence alongside the standard income tax request.",[408,411,414,417,420,423,426,429,432],{"question":409,"answer":410},"What is a due diligence requisition list?","A due diligence requisition list is a formal, categorized document request issued by a buyer, investor, or lender to a target company at the start of a transaction review process. It identifies every record, contract, financial statement, and legal document the requesting party needs to evaluate before signing a binding purchase or investment agreement. It functions as both a roadmap for the review and a contractual instrument that defines what the target has been asked to disclose.\n",{"question":412,"answer":413},"When should a due diligence requisition list be issued?","It is typically issued immediately after a letter of intent is signed and the target has agreed to provide access. Issuing it before an LOI is signed risks disclosing your review priorities to a target that may not transact with you. Issuing it too late compresses the diligence period and increases the risk of closing with unresolved issues. Most deals issue the initial list within five business days of LOI execution.\n",{"question":415,"answer":416},"What categories does a due diligence requisition list typically cover?","A complete list covers corporate organization and governance, capitalization and equity, financial statements, material contracts, intellectual property, litigation and regulatory compliance, employment and benefits, tax matters, real estate and tangible assets, and insurance coverage. Deals in regulated industries add sector-specific categories — FDA approvals for healthcare, data privacy compliance for technology companies, or environmental permits for manufacturing businesses.\n",{"question":418,"answer":419},"What is the difference between a due diligence requisition list and a due diligence checklist?","The terms are often used interchangeably, but there is a meaningful distinction in formal practice. A requisition list is a legally framed document request issued to a counterparty that forms part of the transaction record and can be referenced in the purchase agreement. A checklist is typically an internal tool used by the reviewing team to track its own progress. The requisition list is external and binding in character; the checklist is internal and operational.\n",{"question":421,"answer":422},"Does the target company have to respond to every item on the list?","The target's obligation to respond depends on the terms of the LOI or transaction access agreement. In most deals, the target is obligated to produce all documents that exist and are reasonably within its possession or control. Where a document does not exist or a request is not applicable, the target typically provides a written \"not applicable\" response. Refusing to respond to material categories without explanation is a significant red flag and often triggers a MAC clause analysis.\n",{"question":424,"answer":425},"How long does a due diligence review typically take?","For a mid-market M&A transaction, the diligence period runs 30 to 60 days from issuance of the requisition list. Complex transactions — regulated industries, international subsidiaries, or heavily litigated targets — can run 90 days or more. Sell-side processes with pre-prepared virtual data rooms can compress the buyer's review to 20 to 30 days. The length is driven more by responsiveness and completeness than by the number of requests.\n",{"question":427,"answer":428},"What happens if material issues are found during due diligence?","Material findings typically result in one of four outcomes: a price reduction reflecting the identified risk, an escrow holdback to cover potential post-closing claims, a specific indemnification from the seller for the identified liability, or — in severe cases — termination of the transaction under the MAC or walk-away provisions of the LOI. The requisition list and the documents produced in response form the evidentiary basis for any post-closing indemnification claim.\n",{"question":430,"answer":431},"Is a due diligence requisition list legally binding?","The list itself is a document request, not a standalone binding contract. However, it becomes legally significant when incorporated into the purchase agreement's disclosure schedule — creating a record of what was asked and what was produced. A seller who fails to produce material documents responsive to a clear request may face indemnification liability for breach of representations and warranties, even if the purchase agreement does not explicitly list every requested document by name.\n",{"question":433,"answer":434},"Do I need a lawyer to prepare a due diligence requisition list?","For standard domestic M&A transactions below $5 million in enterprise value, a well-structured template customized to the deal type is usually sufficient to organize the review. Engage counsel when the target operates in a regulated industry, has material international operations, has disclosed litigation or IP disputes, or when the transaction structure involves complex equity, earnouts, or cross-border elements. A lawyer's value in diligence is not writing the list — it is knowing which responses to probe and which gaps require renegotiation.\n",[436,440,444,448],{"industry":437,"icon_asset_id":438,"specifics":439},"Technology / SaaS","industry-saas","IP ownership chain for all software (especially contractor-built components), data privacy compliance (SOC 2, GDPR, CCPA), customer contract auto-renewal and termination rights, and open-source license obligations.",{"industry":441,"icon_asset_id":442,"specifics":443},"Healthcare / Life Sciences","industry-healthtech","FDA clearance and approval records, HIPAA compliance documentation, clinical trial agreements, reimbursement coding exposure, and medical staff credentialing obligations.",{"industry":445,"icon_asset_id":446,"specifics":447},"Manufacturing","industry-manufacturing","Environmental permits and Phase I/II assessment reports, equipment title and lien searches, union collective bargaining agreements, and supply chain single-source dependency analysis.",{"industry":449,"icon_asset_id":450,"specifics":451},"Financial Services","industry-fintech","Regulatory licensing by jurisdiction (broker-dealer, RIA, money transmitter), FINRA or FCA examination correspondence, client contract assignability, and AML/KYC program documentation.",[453,457,461,464],{"vs":454,"vs_template_id":455,"summary":456},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA is a confidentiality contract that must be signed before any diligence materials are shared. The requisition list is issued after the NDA is in place — it specifies what confidential information is being requested. The two documents work in sequence: the NDA protects the process; the requisition list drives it.",{"vs":458,"vs_template_id":459,"summary":460},"Letter of Intent","letter-of-intent-D180","A letter of intent establishes the proposed deal terms and grants the buyer the right to conduct diligence. The due diligence requisition list is the instrument through which that right is exercised. The LOI precedes the list; the list follows from it. Issuing a requisition list without a signed LOI is unusual and generally inadvisable.",{"vs":119,"vs_template_id":462,"summary":463},"asset-purchase-agreement-D13463","An asset purchase agreement is the binding contract that closes the transaction. Due diligence is the investigative process that happens before the APA is negotiated in final form. The findings from the requisition list directly shape the representations, warranties, and indemnification provisions in the purchase agreement.",{"vs":135,"vs_template_id":465,"summary":466},"stock-purchase-agreement-D13453","A stock purchase agreement transfers ownership of the target entity's shares rather than individual assets. Diligence for a share deal requires a deeper review of the target's entire liability history — since all liabilities transfer with the shares — making the cap table, litigation, and tax sections of the requisition list especially critical.",{"use_template":468,"template_plus_review":472,"custom_drafted":476},{"best_for":469,"cost":470,"time":471},"Buyers or investors conducting diligence on small private companies with straightforward operations and no regulatory complexity","Free","1–2 hours to customize, 30–60 days to complete review",{"best_for":473,"cost":474,"time":475},"Mid-market transactions under $10M where the target has material contracts, IP assets, or disclosed litigation","$1,000–$3,000 for counsel to customize and review responses","30–60 days",{"best_for":477,"cost":478,"time":479},"Transactions above $10M, regulated industries, cross-border deals, or targets with complex equity structures, international subsidiaries, or active litigation","$5,000–$25,000+ depending on deal size and complexity","45–90 days",[481,486,491,496],{"code":482,"name":483,"flag_asset_id":484,"note":485},"us","United States","flag-us","US diligence must address state-by-state sales tax nexus, which has expanded significantly since the 2018 South Dakota v. Wayfair Supreme Court ruling. Delaware corporate governance records are standard for most targets. Employment law exposure varies sharply by state — California's wage and hour rules, non-compete bans, and WARN Act thresholds differ materially from other states. FCPA compliance is required for any target with international operations.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"ca","Canada","flag-ca","Canadian diligence must address both federal and provincial regulatory requirements — securities regulation is provincial, not federal. PIPEDA and provincial privacy laws (particularly Quebec's Law 25, which has GDPR-comparable requirements) require specific data handling disclosures. Employment standards vary by province, with Ontario and British Columbia imposing the most significant termination obligations. Non-compete clauses are enforceable only within narrow scope and duration limits.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"uk","United Kingdom","flag-uk","UK diligence must address the Companies House register for accurate corporate record verification and the Land Registry for property title. TUPE regulations impose strict obligations when employees transfer with a business, making the employment section especially material. UK GDPR and the Data Protection Act 2018 require a thorough review of the target's data processing activities and ICO registration status. Post-Brexit regulatory divergence from the EU is ongoing and affects financial services and product compliance diligence.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"eu","European Union","flag-eu","EU diligence is complicated by the need to assess compliance across multiple member state legal systems simultaneously. GDPR compliance — including data processing agreements, DPIA records, and supervisory authority correspondence — is a mandatory diligence category for any target handling personal data. Works council consultation rights in Germany, France, and the Netherlands can impose mandatory pre-closing notification and delay timelines. The EU Foreign Subsidies Regulation now requires notification for certain acquisitions involving non-EU state aid.",[455,502,503,504,505,506,507,508,509,510,511,512],"letter-of-intent_acquisition-of-business-D5197","asset-purchase-agreement-D928","stock-purchase-agreement-D349","confidentiality-agreement-D950","term-sheet-D473","memorandum-of-understanding-D12548","business-report-D12762","checklist-making-an-insurance-claim-D13218","employment-agreement-executive-D543","intellectual-property-assignment-D5229","chat-room-agreement-D828",{"emit_how_to":195,"emit_defined_term":195},{"primary_folder":144,"secondary_folder":515,"document_type":516,"industry":517,"business_stage":518,"tags":519,"confidence":525},"due-diligence-and-audits","form","general","exit",[520,521,522,523,524],"m-and-a","legal","due-diligence","requisition-list","transaction",0.92,"\u003Ch2>What is a Due Diligence Requisition List?\u003C/h2>\n\u003Cp>A \u003Cstrong>Due Diligence Requisition List\u003C/strong> is a formal, categorized document request issued by an acquirer, investor, or lender to a target company at the commencement of a transaction review. It identifies every record, contract, financial statement, and legal instrument the requesting party needs to evaluate the target's business, confirm the accuracy of its representations, and quantify undisclosed liabilities before signing a binding purchase or investment agreement. Unlike an informal checklist, a requisition list functions as a transactional instrument — it defines what the target has been asked to disclose, establishes a response framework with deadlines, and creates a documentary record that is incorporated by reference into the purchase agreement's disclosure schedule.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Entering a transaction without a structured requisition list is one of the most expensive procedural mistakes a buyer or investor can make. Undisclosed change-of-control clauses can terminate the revenue contracts that justified the deal price the day after closing. Contractor-created IP with no assignment agreement can strip the buyer of ownership of the target's core technology. Unregistered sales tax nexus across multiple states can surface a liability equal to two years of net income — invisible without an explicit request. A properly scoped due diligence requisition list surfaces each of these risks before signing, when they can be priced, indemnified, or resolved, rather than after closing, when the buyer owns them unconditionally. This template gives you a numbered, categorized starting point that organizes the entire review, tracks responses from both parties, and produces the completion record your purchase agreement requires as a closing condition.\u003C/p>\n",1781186017531]