[Target Name] Page 1 DUE DILIGENCE REQUEST- [DATE] The following information and documents are needed for all legal entities or assets being acquired and any liabilities potentially being assumed (collectively the “Target” or “Company”). Information may also be needed concerning third parties. References to stocks, shares and holders and holdings of same shall be understood to include respectively any security or equity interest and the holder thereof (except where the context clearly indicates otherwise). Section # Section Name 1.0 Change of Control 2.0 Corporate Records 3.0 Intellectual Property 4.0 Other Material Contracts 5.0 Litigation 6.0 Regulatory/Compliance 7.0 EHS 8.0 Insurance 9.0 Encumbrances 10.0 Employment, Employee Relations and Benefits 11.0 Organization / Staffing 12.0 Human Resources 13.0 Real Property 14.0 Facility Information 15.0 Tax 16.0 Treasury 17.0 Accounting 18.0 Finance 19.0 Sales 20.0 Sourcing 21.0 Acquisition and Divestitures 22.0 Computing Platforms 23.0 Communications Platforms and Systems 24.0 Applications Systems 25.0 General 26.0 Distribution 27.0 Operations 28.0 Marketing 29.0 Competition [Target Name] Page 2 1.0 Change of Control Response (e.g., “provided” or “none”) 1.01 List and briefly describe any liability or expense that would be incurred as a result of a change of control of the Company (through an asset sale, stock sale or merger), whether under any arrangement with governmental entities or private third parties or otherwise 2.0 Corporate Records 2.01 All minute books, including the charter/formation documents (e.g., articles of incorporation, articles of organization, other charter documents, etc.) 2.01.01 - certificate of incorporation and any certificate of incorporation on change of name or re-registration 2.01.02 - minutes from meetings of stockholders/members or consents (together with copies of all resolutions amending charter documents to the extent that those amendments have not been incorporated in the documents provided) 2.02 All bylaws, operating agreement, regulations 2.03 All share ownership records 2.04 All stockholder or voting agreements 2.05 All option and warrant agreements 2.06 Filings showing compliance with securities laws, if applicable 2.07 Chart or other data showing the relationship of the Company with any subsidiaries, joint ventures, or partnerships 2.08 Copies of the stock certificates held by the company of any subsidiaries or other companies 3.0 Intellectual Property 3.01 All patents and patent applications, indicate any patents held by shareholders, management or other individuals 3.02 All trademarks (registered and unregistered) and applications therefore 3.03 All domain name registrations and disputes 3.04 All copyrights (registered and unregistered), copyright applications, and work-for-hire agreements 3.05 Evidence of any security in...
