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Business Disclosure Document

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BUSINESS DISCLOSURE DOCUMENT

This Business Disclosure Document (the Agreement) is made effective as of by and between (Disclosing Party) and (Receiving Party).

WHEREAS

WHEREAS, Disclosing Party conducts business in connection with products, services, customers and proprietary processes and possesses confidential business information that is material to the transactions contemplated by the parties; and

WHEREAS, Receiving Party has requested certain disclosures necessary to evaluate or perform services, and Disclosing Party agrees to provide such information subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations, and other terms governing the disclosure and use of such information.

SCOPE OF WORK

PAYMENT TERMS

Consideration for the disclosures and associated services shall be as follows:

Late payments shall bear interest at the lesser of (i) per month on the outstanding balance, or (ii) the maximum rate permitted by law. Receiver is responsible for reasonable collection costs incurred by Discloser for past-due amounts.

TERM AND TERMINATION

This Agreement commences on and will continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Termination for material breach is effective immediately upon written notice if the breaching party fails to cure within thirty (30) days of receipt of notice.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" includes, without limitation, business plans, financial data, customer lists, pricing, technical information, trade secrets, and any other non-public information disclosed in written, oral or electronic form. Receiving Party shall: (a) maintain Confidential Information in strict confidence; (b) use Confidential Information solely for the purpose set forth in the Scope of Work; (c) limit disclosure of Confidential Information to employees, agents or contractors with a need to know who are bound by confidentiality obligations no less restrictive than those herein; and (d) implement reasonable safeguards to prevent unauthorized use or disclosure.

Confidential Information does not include information that: (i) is or becomes publicly known without breach by Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided Receiving Party gives prompt written notice to Disclosing Party and cooperates in seeking protective measures.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full corporate or organizational authority to enter into this Agreement, that the execution and performance will not violate any other agreement, and that it will comply with applicable laws in performing its obligations.

LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality, willful misconduct or gross negligence, neither party shall be liable for indirect, incidental, special or consequential damages, and each party's aggregate liability for direct damages arising out of or relating to this Agreement shall not exceed the fees paid or payable hereunder in the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any attachments and schedules expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior proposals, negotiations, and agreements, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

Certification: By signing below, each signatory represents that they are duly authorized to execute this Agreement on behalf of the identified party and that the information and disclosures provided in connection with this Agreement are, to the best of their knowledge, true, complete and accurate.

Disclosing Party - Printed Name:

By:

Title:

Date:

Receiving Party - Printed Name:

By:

Title:

Date:

Enter text✕

What the Business Disclosure Document Is and when it matters

A Business Disclosure Document is a formal written record used to disclose material facts about a company to stakeholders such as investors, lenders, partners, buyers, or regulators. It typically summarizes ownership, business operations, material contracts, financial condition, liabilities, pending litigation, and other facts that affect value or risk. Organizations use it during capital raises, due diligence for M&A, loan underwriting, vendor onboarding, or regulatory reporting. Prepared carefully, it organizes evidence and reduces follow-up questions during review cycles while documenting the company’s representations.

Why preparing a clear disclosure document reduces risk

A concise, accurate disclosure document centralizes material facts and reduces ambiguity during investor or lender review, lowering the chance of costly follow-up, misstatements, or contract disputes.

Why preparing a clear disclosure document reduces risk

Who typically prepares and reviews this disclosure

Teams across business, legal, and finance commonly prepare Business Disclosure Documents to support transactions and compliance.

  • Company founders and CEOs — coordinate content, ensure accuracy, and approve representations during fundraising or sale processes.
  • CFOs and controllers — provide financial statements, tax history, and explanations for variances or adjustments.
  • General counsel or outside counsel — verify legal statements, contract disclosures, and litigation summaries.

Multiple internal approvers reduce material misstatements; include documented review dates and reviewer names to support attribution and auditability.

Step-by-step: completing the document from draft to signed file

Follow these sequential steps to prepare, validate, and finalize a Business Disclosure Document for distribution and recordkeeping.

  • 01
    Draft content: Compile ownership, financials, and contracts for an initial draft.
  • 02
    Internal review: Legal and finance verify accuracy and flag omissions.
  • 03
    External review: Share with counterparties or advisors for questions.
  • 04
    Finalize and sign: Collect authorized signatures and store final copies.

Core components every professional disclosure should include

A well-structured disclosure groups material facts into consistent sections so reviewers can find and verify information quickly during diligence or underwriting.

Executive Summary

One-page overview of purpose, business model, recent performance highlights, funding needs, and the primary action requested of recipients.

Ownership & Structure

Entity type, jurisdiction of formation, ownership percentages, equity classes, and any outstanding options or warrants with exercise terms summarized.

Financial Information

Recent financial statements, key ratios, revenue recognition notes, budgeted forecasts, and any restatements or adjustments explained.

Material Contracts

List and summarize supplier, customer, loan, lease, and IP license agreements that materially affect operations or valuation.

Litigation & Liabilities

Describe pending or threatened litigation, regulatory investigations, contingent liabilities, and potential remedies or reserves.

Risk Factors

Concise list of major operational, market, regulatory, or financial risks that could materially affect business prospects.

Essential data points to include

Company Name: Legal entity name
EIN: Federal tax identifier
Address: Street, city, state, ZIP
Primary Contact: Name and email
Fiscal Year: Year-end month
Signatory: Authorized officer name

Typical document workflow for electronic completion and delivery

Most organizations follow a predictable workflow for preparing, collecting signatures, and distributing final disclosure packages.

  • Upload Document: Send a PDF or DOCX file into the system.
  • Place Fields: Add signature, date, and text fields where needed.
  • Invite Signers: Email signers or generate a secure signing link.
  • Archive Record: Store signed copy and audit trail for compliance.

Suggested digital workflow settings for efficient reviews

Configure the signing workflow to match your approval order and required authentication to reduce delays and strengthen auditability.

Field Configuration
Signer Order Sequential routing to enforce approvals
Authentication Email link or SMS code per signer
Attachments Require supporting documents with uploads
Notifications Automatic reminders for outstanding signatures

Technical considerations for e-signature and file handling

Confirm the platform supports required file types, required signer authentication, and integrations with your document storage or CRM systems.

  • File Formats: PDF, DOCX, and flattened images
  • Integrations: Salesforce, NetSuite, Google Workspace
  • Authentication: Email, SMS, or advanced options

Ensure the chosen workflow captures an auditable trail (timestamps, IP, action log) and preserves a copy of the executed document in a secure repository for retention and retrieval.

Typical timelines and expected processing windows

Turnaround depends on reviewer availability and the complexity of disclosures; set clear internal deadlines to keep the process on schedule.

Initial Draft:

Allow 3–7 business days for compilation

Internal Review:

Allow 2–5 business days for legal and finance

External Review:

Expect 7–14 calendar days for investor or lender comments

Signature Collection:

Typically completed within 1–7 days electronically

Archiving:

Store final set immediately after execution

Key milestones from preparation through record retention

Map milestones and owners to keep the disclosure process auditable and to meet any contractual or regulatory timing obligations.

01

Prepare Disclosure

Collect documents and prepare draft for review.

02

Internal Sign-off

Legal and finance sign off on statements.

03

External Distribution

Send to recipients with defined review window.

04

Execution & Archive

Obtain signatures and save final records securely.

Common mistakes that delay review or raise legal risk

  • Using informal or abbreviated legal names that fail entity verification and cause matching errors with bank or title records.
  • Omitting attachments referenced in the disclosure (financial statements, contracts), which triggers repeated document requests and slows diligence.
  • Providing inconsistent dates or figures between sections (for example revenue numbers that do not match attached financial statements).
  • Not documenting signer authority (missing board resolution or officer delegation), which can invalidate later acceptance or funding steps.

Potential legal and financial consequences of inaccurate disclosures

Contract Risk: Rescission or damages claims
Regulatory Risk: Fines or enforcement action
Tax Exposure: Back assessments or penalties
Funding Delay: Loan or investment hold
Reputational Harm: Loss of partner trust
Criminal Liability: Knowingly false statements risk prosecution

How a Business Disclosure Document compares with a Confidential Information Memorandum

A simple side-by-side helps clarify purpose, audience, and typical legal protections for each document type.

Criteria Business Disclosure Document Confidential Information Memorandum
Purpose regulatory and transactional disclosure marketing and deal overview
Level of Detail detailed factual statements high-level financial narrative
Audience investors, lenders, regulators potential buyers and advisors
Typical Protections contractual representations nda and limited distribution

eSignature vendor pricing and feature snapshot (signNow first)

Compare starting price and core feature availability across leading eSignature providers to inform platform selection for disclosure workflows.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Available (Premium) Available Available Available Limited
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA required) Yes (BAA) Yes (BAA) No No
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Frequently asked questions and troubleshooting for disclosures

Answers to common questions about validity, required approvals, e-signature use, and recordkeeping for Business Disclosure Documents.


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