Fill and Sign the 12 Form Software Company Due Diligence Request List

4.12 Form: Software Company Due Diligence Request List DUE DILIGENCE REQUEST LIST CONFIDENTIALThe following is a checklist of information to be assembled in connection with our due diligence review with respect to the business and assets of ______________________ and its affiliates and subsidiaries (collectively, the "Company"). The checklist covers major categories of documents and information; not all potential areas of information are covered and not all categories listed are necessarily material or relevant to the business of the Company. If that is the case, please simply indicate "Not Applicable" in the space provided beside the item. If you have any questions regarding the following requests, please call _________________________________________ at ____________ or contact at the following e-mail address________________________. I. MATERIAL AGREEMENTS ____ Charter documents and bylaws of the Company____ Shareholder list ____ Purchase contracts ____ Joint venture and partnership agreements ____ License and royalty agreements ____ Management, service, and technical assistance or support agreements____ Agreements relating to the acquisition and disposition of companies, assets or operations ____ Secrecy, confidentiality and nondisclosure agreements____ Contracts outside the ordinary course of business ____ All standard forms of customer and other agreements used by the Company ____ All agreements to which the Company is or was a party and in which any officer, director, employee, or security of the Company has or had an interest, whether directly or indirectly ____ Other agreements and documents material to the business of the Company II. LITIGATION ____ Litigation and claims threatened or pending against the Company or any of its directors or officers ____ Litigation and claims settled or concluded ____ Consent decrees and injunctions III. ENVIRONMENTAL ____ All permits, licenses, approvals and other authorizations applied for or issued by governmental agencies regarding emissions to air, water, groundwater or waste disposal facilities, as well as any communications or notifications from any such agencies ____ Pending or threatened environmental actions or claims ____ Environmental inspections, audits, consulting or assessment reports or analytical data regarding air, water or soil quality IV. PERSONNEL ____ Employment contracts____ Consulting contracts ____ Collective bargaining or other labor agreements____ Loans and guarantees to directors, officers or employees or other affiliates ____ Schedule of number and type of employees of the Company ____ A list of key employees and consultants of the Company, indicating their duties and their salaries and bonuses for the last two and current fiscal years. ____ All confidentiality, noncompetition, invention assignment, or similar agreements to which key employees and consultants of the Company are parties from prior employment. ____ All other employee perquisites, fringe benefits, and profit sharing, pension, deferred compensation, and similar plans or arrangements currently in effect. ____ Employee manuals, personnel policies and procedures and work rules pertaining to the Company. V. REAL PROPERTY ____ Summary of real property owned or leased VI. OTHER PROPERTY ____ Financing leases and sale and lease-back agreements____ Conditional sale agreements ____ Equipment leases____ Schedule of fixed assets of the Company (including valuation data with respect to each asset, if available)____ Description and age of principal items or classes of equipment owned by the Company and a schedule of costs, depreciation reserve, depreciation rates and methods, present book value, and all liens and encumbrances applicable to each ____ List of all patents, trademarks, trade names, copyrights and other intellectual property and intangible assets, including agreements relating to the acquisition of rights in any of the foregoing, specifying where appropriate those licensed to or from third parties VII. COMPLIANCE WITH LAWS ____ Citations and notices or requests for information received from government agencies. ____ Pending investigations and governmental proceedings. ____ Government permits, licenses and consents.____ Reports to and correspondence with federal, state and local government agencies. VIII. FINANCIAL INFORMATION ____ Financial statements ____ Interim financial statements ____ Capital expenditure programs and anticipated capital expenses____ All agreements relating to indebtedness or borrowed money ____ Reports, studies and plans prepared by management concerning the Company's past, current and predicted business or financial condition, including financial projections. ____ Correspondence, reports and studies prepared by outside consultants and/or attorneys concerning the Company's business or financial condition. IX. MARKET STUDIES: MARKETING INFORMATION ____ All market studies, feasibility studies, analyses, and similar reports concerning the Company. ____ All marketing and other descriptive brochures regarding the Company. X. CUSTOMER AND SUPPLIERS ____ A list of all significant customers of the Company____ A list of all significant suppliers of the Company XI. TAX MATTERS ____ All correspondence with the Internal Revenue Service or other taxing authority concerning adjustments or questioning compliance. XII. INTELLECTUAL PROPERTY Please provide the following documentation and information for the software and other works of authorship owned by the Company (or any individual), including a description of all software and source code owned:* Copyright registrations and applications * Documents sent to and received from any agency that has reviewed or is presently reviewing a copyright application * Copyright indemnification agreements * Correspondence, opinions and documents relating to present, pending and threatened claims of copyright infringement against and by the Company * Copyright ownership documentation * Assignments, exclusive licenses, and security documents relating to the Company copyrights and registrations * For any creative materials produced by third parties, agreements and other documents relating to transfer or ownership of copyrights * All documents describing the Company policies and procedures regarding acquisition and protection of creative materials * A list of all agreements with third parties, whether now in effect or terminated, for the design, development, programming, enhancement or maintenance thereof * A description of the computer hardware, programs, software and documentation required for the effective use, development, maintenance and implementation of the Company proprietary code (e.g., compilers, workbenches, design tools, higher-level code or proprietary languages) * A description of each instance in which source code has been disclosed to persons outside the Company organization, and any agreements involving such disclosure(s) XIII. OTHER MATERIAL DOCUMENTS ____ Information or articles concerning the Company and its business published in magazines, trade journals, newspapers and the like. ____ Reports on the Company by engineers, regulatory agencies, investment advisory firms and the like. ____ All press releases issued with respect to the Company.