Business Due Diligence Questionnaire

BUSINESS DUE DILIGENCE QUESTIONNAIRE

Client Name:    Respondent / Target Company Name:

RECITALS

WHEREAS, Client Name is conducting a due diligence review of Respondent for the purpose of evaluating a potential business transaction, investment, or contractual relationship; and

WHEREAS, Respondent possesses certain material contracts, financial information, operational data and other information relevant to Client's evaluation and has agreed to complete this Business Due Diligence Questionnaire in good faith and under the terms set forth herein; and

WHEREAS, the Parties intend that the information provided through this Questionnaire will be relied upon by Client in connection with the proposed transaction and that certain information shall be treated as confidential in accordance with the confidentiality provisions below.

COMPANY INFORMATION

Date of Formation:    Primary Business Activity:

OWNERSHIP AND CAPITALIZATION

FINANCIAL INFORMATION

Most recent fiscal year end:

Are audited financial statements available? Yes    If yes, most recent audit date:

MATERIAL CONTRACTS

LEGAL MATTERS

Are there any pending or threatened legal proceedings, regulatory investigations or administrative actions? Yes

COMPLIANCE, LICENSES AND PERMITS

INTELLECTUAL PROPERTY

EMPLOYEES AND BENEFITS

Number of employees:    Number of contractors:

INSURANCE

ENVIRONMENTAL

Are there known environmental liabilities, notices, or required remediation? Yes

CUSTOMERS AND SUPPLIERS

DATA PROTECTION AND SECURITY

Does the company process personal data subject to any privacy laws? Yes

RELATED PARTY TRANSACTIONS

MATERIAL RISKS

SCOPE OF WORK

PAYMENT TERMS

Fee Amount: $    Payment Schedule:

Late Payment Fee (if any):

TERM AND TERMINATION

Engagement Start Date:    Engagement End Date / Expected Completion:

Termination on Notice: Either party may terminate this engagement upon days' prior written notice to the other party. Termination does not relieve the terminating party of obligations accrued prior to termination, including payment for services rendered.

CONFIDENTIALITY

Respondent acknowledges that information provided in this Questionnaire may be Confidential Information. Confidential Information means all non-public information disclosed by Respondent or otherwise obtained by Client in connection with the due diligence review. Client agrees to use such Confidential Information solely for the evaluation of the proposed transaction and to protect it from unauthorized disclosure using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Exceptions: Confidential Information does not include information that is or becomes publicly known through no breach of this agreement, is received from a third party without restriction, or is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

GOVERNING LAW

This Questionnaire and any dispute arising out of or related to it shall be governed by and construed in accordance with the laws of: , without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Questionnaire, together with any written engagement letter executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, understandings, or agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both Parties.

CERTIFICATION

The undersigned certifies that the information provided in this Business Due Diligence Questionnaire is true, complete and correct to the best of the signatory's knowledge as of the date indicated below. The signatory further acknowledges that Client will rely on the representations and that providing false or misleading information may give rise to liability.

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