What is a Disclosure Schedule?

A Disclosure Schedule lists exceptions to representations and warranties in a primary agreement and provides factual detail that limits liability. It is an integral contractual exhibit and should be read together with the main agreement for interpretation purposes.

Can I update the schedule after signing?

Post-signature updates require the parties' agreement and appropriate amendment language; unilateral changes are ineffective. For material changes before closing, deliver an updated schedule and obtain counterparty acceptance to avoid closing disputes.

Are electronic signatures valid?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted; confirm state-specific rules such as New York’s ESRA for intrastate transactions that may impose different formalities.

How do I correct an error discovered later?

Notify counterparties immediately, follow contract cure provisions, and negotiate corrective amendments or indemnities. Timely disclosure and documented agreement on correction help limit exposure to breach claims.

Who must sign the schedule?

An authorized officer or representative of the disclosing party should sign; include printed name and title. If a third party’s information is disclosed, ensure the primary contracting party certifies the accuracy.

How long must I keep signed schedules?

Retention depends on the document type and regulatory requirements: maintain schedules for at least the survival period plus relevant statutory minima such as IRS three-year rules or HIPAA six-year rules for healthcare records.

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Disclosure Schedule Agreement

Disclosure Schedule Agreement

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DISCLOSURE SCHEDULE AGREEMENT

This Disclosure Schedule Agreement (the "Agreement") is made as of Effective Date: by and between Disclosing Party: with principal address and Receiving Party: with principal address .

RECITALS

WHEREAS, the parties are entering into one or more transaction documents pursuant to which Disclosing Party will disclose certain information, exceptions and lists in schedules and attachments that clarify or qualify representations, warranties, covenants and other provisions contained in such transaction documents; and

WHEREAS, the parties desire to set forth the manner in which disclosures will be provided, the effect of those disclosures on the underlying representations and warranties, and the confidentiality, survival and indemnification obligations related thereto.

WHEREAS, capitalized terms used but not defined in this Agreement shall have the meanings assigned to them in the applicable transaction document unless otherwise defined below.

NOW THEREFORE

In consideration of the foregoing recitals and the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings: "Disclosure Schedules" means the schedules, exhibits and attachments expressly identified and delivered by Disclosing Party and labeled as Disclosure Schedules or Schedule(s) and any revisions thereto permitted by this Agreement; "Knowledge" when used in connection with Disclosing Party means the actual knowledge of the individuals identified in the applicable transaction document or, if none are identified, the actual knowledge of Disclosing Party's chief executive officer and general counsel; and "Material" and "Material Adverse Effect" have the meanings given in the applicable transaction document.

2. INCORPORATION; ORDER OF PRIORITY

The Disclosure Schedules, when delivered and accepted in accordance with the applicable transaction documents, are incorporated by reference into such transaction documents and shall be deemed to qualify or reflect exceptions to the representations and warranties expressly identified therein. In the event of any inconsistency between (a) the express provisions of a transaction document and (b) any Disclosure Schedule, the express provisions of the transaction document shall control unless the transaction document expressly provides otherwise.

3. FORM AND CONTENT OF DISCLOSURES

Disclosures shall be set forth with reasonable particularity and, where applicable, include dates, parties, contract identifiers, dollar amounts and a brief description of the nature of the matter disclosed. Disclosure of a matter in a general category shall not constitute disclosure of other matters in that category unless the specifics are set forth. For each item disclosed, Disclosing Party shall indicate whether it believes the item constitutes a material exception to a representation or warranty.

List of Disclosure Schedules (identify each schedule and title)

4. EFFECT OF DISCLOSURE

Unless expressly provided otherwise in the applicable transaction document, the inclusion of an item in the Disclosure Schedules shall be deemed to operate as disclosure with respect to the specific matter set forth and shall be deemed to be an exception only to the representation or warranty that is expressly referenced by the Disclosure Schedule. No disclosure shall be deemed an admission of the materiality of any fact or of any breach of any representation, warranty, covenant or agreement.

5. CONFIDENTIALITY OF SCHEDULES

All Disclosure Schedules and the contents thereof shall be treated as Confidential Information for all purposes of the confidentiality provisions of the applicable transaction documents. Receiving Party shall not disclose the Disclosure Schedules to any third party except as expressly permitted in the applicable transaction documents or as required by applicable law, regulatory request or court order, provided that Receiving Party shall use commercially reasonable efforts to provide prior notice to Disclosing Party where permitted and to obtain protective treatment of such information.

6. REPRESENTATIONS REGARDING DISCLOSURES

Disclosing Party represents and warrants to Receiving Party that, to the Knowledge of Disclosing Party as of the Effective Date, the Disclosure Schedules contain the matters required to be disclosed by Disclosing Party under the applicable transaction documents and that such matters are true and complete in all material respects. Disclosing Party does not, however, warrant the completeness of information that is publicly available or that is provided to Receiving Party by third parties not controlled by Disclosing Party.

7. LIMITATIONS ON RELIANCE; SURVIVAL

Receiving Party acknowledges that the Disclosure Schedules are intended to qualify specific representations and warranties and that reliance on the Disclosure Schedules is subject to the limitations and qualifications set forth in the applicable transaction documents. All representations and warranties and disclosures delivered under this Agreement shall survive the consummation of the transactions contemplated by the applicable transaction documents to the extent and for the period specified therein.

8. INDEMNIFICATION

Disclosing Party shall indemnify, defend and hold harmless Receiving Party from and against any Losses arising out of or resulting from any material inaccuracy or omission in the Disclosure Schedules that constitutes a breach of Disclosing Party's representations and warranties in Section 6, except to the extent such Losses arise from Receiving Party's breach of the applicable transaction documents or from matters expressly identified as exceptions in the Disclosure Schedules.

9. CURE; NOTICE OF CLAIM

Prior to asserting any claim under Section 8, Receiving Party shall provide written notice to Disclosing Party specifying the nature of the claimed inaccuracy or omission with reasonable detail and shall afford Disclosing Party a period of thirty (30) days to cure or dispute such claim in good faith. Failure to provide timely notice shall be a bar to recovery to the extent prejudice results from the delay.

10. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at their respective addresses set forth below (or at such other address for a party as shall be specified by like notice).

Disclosing Party Notice Address Receiving Party Notice Address

11. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of such right.

12. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be effective as originals.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the internal laws of the State of without regard to principles of conflicts of law.

14. ENTIRE AGREEMENT

This Agreement, together with the Disclosure Schedules and the applicable transaction documents, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, written or oral, relating to such subject matter.

15. SEVERABILITY

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

16. SURVIVAL OF OBLIGATIONS

The covenants and agreements of the parties with respect to the preparation, delivery and use of Disclosure Schedules, and the indemnification obligations set forth in this Agreement, shall survive the termination of the applicable transaction documents for the period specified therein or, if no period is specified, for two (2) years following termination.

17. ATTACHMENTS

Attach or describe each schedule and identify the document to which the schedule relates

The parties have executed this Agreement through their duly authorized representatives as of the date first written above.

Disclosing Party:

By:

Date:

Receiving Party:

By:

Date:

What a Disclosure Schedule Agreement Is and When It’s Used

A Disclosure Schedule Agreement is a contract exhibit that lists exceptions, qualifications, and detailed disclosures tied to representations and warranties in a primary agreement. Commonly used in mergers, asset purchases, and commercial contracts, the schedule records identified liabilities, contracts, permits, IP claims, litigation, and other matters the disclosing party excludes from a rep or warranty. It functions as a factual annex that gates liability and indemnity exposure at closing and informs buyer diligence and seller certification. Accurate schedules reduce closing risk and support clear post-closing rights and remedies.

Why a Clear Disclosure Schedule Matters

A precise Disclosure Schedule Agreement narrows dispute scope, protects parties from unanticipated liability, and documents known exceptions to representations and warranties. It supports enforceability under contract law, helps allocate risk at closing, and preserves both buyer and seller expectations through explicit, written disclosures.

Who Prepares and Relies on Disclosure Schedules

Disclosure schedules are usually prepared by sellers with input from counsel and reviewed by buyers, lenders, and closing agents.

M&A Counsel and Transaction Teams — Prepare schedules, draft qualifying language, and negotiate scope between parties during due diligence.
Corporate Officers and Controllers — Provide factual lists of contracts, liabilities, permits, and financial exceptions for inclusion in the schedule.
Buyers, Lenders, and Escrow Agents — Rely on schedules to assess risk allocation, closing conditions, and indemnity triggers before funding or acceptance.

Accurate party collaboration during drafting shortens negotiation cycles and reduces the likelihood of post-closing disputes.

Core Elements Found in a Professional Disclosure Schedule

A well-structured Disclosure Schedule Agreement groups disclosures by representation, includes specific exhibits, and provides clear cross-references so each exception is traceable to the relevant clause in the main agreement.

Parties

Identify each disclosing party and recipient; use exact legal entity names, state of formation, and any DBA references to avoid ambiguity or enforcement issues.

Definitions

Include definitions used in both the purchase agreement and schedule to ensure consistent interpretation of terms such as Material Adverse Effect, Affiliate, and Related Party.

Contract Listings

List material contracts with counterparty names, effective dates, termination rights, and the location of each contract (exhibit number or file reference).

Legal Matters

Provide pending or threatened litigation, regulatory investigations, and settlement obligations with docket numbers or file references where possible.

Exhibits

Attach or reference supporting documents—leases, licenses, permit copies, and schedules—each labeled with an exhibit identifier and cross-reference to the disclosure line.

Certification

Signature block where the authorized signer certifies completeness and accuracy under penalty provisions in the main agreement; include signer title and date.

Step-by-Step: Filling Out a Disclosure Schedule Agreement

Follow a structured sequence to collect facts, draft exceptions, attach exhibits, and secure approvals before finalizing the schedule.

01

Collect Records: Assemble contracts, claims, and permit documents to be disclosed.
02

Draft Entries: Write clear, itemized exceptions tied to specific representations.
03

Attach Exhibits: Include supporting documents and label them consistently.
04

Review & Sign: Have counsel review; obtain authorized signatures before closing.

How the Disclosure Schedule Integrates with the Primary Agreement

The schedule is read alongside the main contract: it modifies reps and warranties and defines exceptions that shift risk and indemnity outcomes at closing.

Reference: Clause in the main agreement incorporates the schedule by reference.
Exception Triggers: Each disclosure links to a specific representation or warranty.
Cure Rights: Schedules often trigger cure or notice obligations.
Survival: Survival provisions determine how long disclosures remain effective.

Configuring an Online Workflow for Disclosure Schedules

Set up a template, assign reviewers, and select authentication and audit settings to maintain a complete record of the draft and signature process.

Field	Configuration
Template	Convert the schedule into a reusable template for similar transactions.
Authentication	Choose email, SMS, or advanced signer verification for higher assurance.
Conditional Logic	Show fields only when specific conditions or answers apply.
Audit Trail	Enable full event logging and signed certificate preservation.

Digital Signing and Integration Considerations

Use a platform that supports standard file formats, robust authentication, and a tamper-evident audit trail for legal defensibility.

File Formats: PDF, DOCX, and OCR-capable files
Integrations: Salesforce, NetSuite, Microsoft 365
Authentication: Email, SMS, or advanced KBA

Confirm the vendor supports required compliance standards for your use case (for example HIPAA BAA for healthcare) and that documents remain exportable in original formats with embedded audit metadata for retention and legal review.

Typical eSignature Vendor Comparison for Signing Disclosure Schedules

Compare basic pricing and core capabilities relevant to executing Disclosure Schedule Agreements; signNow appears first per vendor ordering rules.

	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 trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100/yr cap	Varies	Varies	Varies

Security and Compliance Considerations for Electronic Disclosure Schedules

Encryption Transit: TLS 1.2/1.3

Encryption Rest: AES-256

Certifications: SOC 2 Type II available

HIPAA: BAA required

21 CFR Part 11: Supported for regulated records

Audit Trail: Timestamp, IP, action log

Key Risks and Potential Consequences of Flawed Schedules

Breach Claims: May trigger indemnity obligations

Closing Delays: Incomplete schedules can halt closings

Reputational Harm: Public disputes may damage parties

Tax Exposure: Incorrect disclosures can affect tax reporting

Fraud Allegations: Material omissions risk fraud claims

Remedy Costs: Cure and defense costs can be substantial

Common Preparation Pitfalls to Avoid

Leaving descriptions vague or unreferenced, which makes it hard to determine whether a representation was actually qualified by the schedule.
Failing to attach or label supporting exhibits, forcing reviewers to search disparate file stores and delaying due diligence.
Using inconsistent naming for parties or contracts, creating ambiguity about which contract or entity the disclosure applies to.
Treating schedules as boilerplate rather than transaction-specific, which increases the chance of overlooked obligations or undisclosed liabilities.

Typical Timing and Deadlines for Delivering Disclosure Schedules

Schedules have multiple timing touchpoints: negotiation delivery, signature, pre-closing updates, and post-closing survival periods that affect claim windows.

Initial Delivery:

Provide draft schedule during due diligence or at execution of a term sheet.

Signature Date:

Finalize and sign the schedule at or before signing of the main agreement.

Pre-Closing Update:

Deliver an updated schedule before closing if material events occur.

Survival Period:

Reps and warranties typically survive for a negotiated period after closing.

Cure Window:

Agreed cure or notice periods apply for post-closing claim resolution.

Frequently Asked Questions About Disclosure Schedule Agreements

Answers to common execution, correction, and enforceability questions that arise when preparing or signing a Disclosure Schedule Agreement.

Need help? Contact support

What is a Disclosure Schedule?
A Disclosure Schedule lists exceptions to representations and warranties in a primary agreement and provides factual detail that limits liability. It is an integral contractual exhibit and should be read together with the main agreement for interpretation purposes.
Can I update the schedule after signing?
Post-signature updates require the parties' agreement and appropriate amendment language; unilateral changes are ineffective. For material changes before closing, deliver an updated schedule and obtain counterparty acceptance to avoid closing disputes.
Are electronic signatures valid?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted; confirm state-specific rules such as New York’s ESRA for intrastate transactions that may impose different formalities.
How do I correct an error discovered later?
Notify counterparties immediately, follow contract cure provisions, and negotiate corrective amendments or indemnities. Timely disclosure and documented agreement on correction help limit exposure to breach claims.
Who must sign the schedule?
An authorized officer or representative of the disclosing party should sign; include printed name and title. If a third party’s information is disclosed, ensure the primary contracting party certifies the accuracy.
How long must I keep signed schedules?
Retention depends on the document type and regulatory requirements: maintain schedules for at least the survival period plus relevant statutory minima such as IRS three-year rules or HIPAA six-year rules for healthcare records.

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