Legal Due Diligence Checklist

Legal Due Diligence Checklist

This Legal Due Diligence Checklist (the "Checklist") is entered into as of Effective Date: by and between Requesting Party Name: with principal place of business at , and Target Name: with principal place of business at .

Recitals

WHEREAS, Requesting Party desires to conduct a legal due diligence review of Target in connection with a potential transaction described as Transaction Reference: ; and

WHEREAS, Target agrees to provide, or to permit access to, the documents and information set forth in this Checklist subject to the terms of any separate confidentiality agreement between the parties; and

WHEREAS, the parties intend that this Checklist record the categories of documents and information to be produced and reviewed for the purposes of assessing legal risks, liabilities and compliance in connection with the potential transaction.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Instructions

1.1 Use of Checklist. The items listed below constitute a non-exhaustive set of categories and specific documents that Requesting Party proposes to review. Target shall indicate availability by checking the provided boxes and providing document identifiers and comments where requested.

1.2 Responses and Delivery. For each item, Target shall: (a) indicate availability by checking the checkbox; (b) if available, provide the document reference or location in Document Reference: ; and (c) provide comments where material issues exist.

1.3 Confidentiality. The parties acknowledge that information produced in response to this Checklist may be confidential and shall be treated in accordance with the confidentiality obligations previously agreed between the parties.

2. Corporate Matters

Articles or Certificate of Incorporation, amendments and bylaws or operating agreement. Document Reference:

Shareholder or membership ledger and list of current owners, percentage ownership and outstanding securities. Document Reference:

3. Financial and Tax

Audited and unaudited financial statements for the past three fiscal years and interim periods. Document Reference:

Tax returns and tax audits (last three years), tax opinions, tax liabilities and correspondence with tax authorities. Document Reference:

4. Contracts and Commercial Agreements

Material customer and supplier contracts, distribution agreements and purchase orders. Document Reference:

Debt instruments, loan agreements, security documents and current credit facilities. Document Reference:

5. Litigation and Regulatory

All pending, threatened or settled litigation, arbitration, administrative proceedings and government investigations. Document Reference:

6. Intellectual Property

Registered intellectual property (patents, trademarks, registered copyrights) and related filings. Document Reference:

Material IP licenses, assignments and royalty arrangements. Document Reference:

7. Employment and Benefits

Employee list, employment agreements, independent contractor agreements and key employee compensation arrangements. Document Reference:

8. Real Property

Real estate owned or leased, leases, titles, mortgages and environmental reports. Document Reference:

9. Insurance

Insurance policies, claims history and coverage summaries. Document Reference:

10. Environmental

Environmental reports, permits, compliance records and material correspondence with regulators. Document Reference:

11. Data Privacy and Information Technology

Data privacy policies, security incidents, data processing agreements and material IT contracts. Document Reference:

12. Closing Deliverables

Board and shareholder resolutions, officer certificates and other closing deliverables. Document Reference:

13. Representations and Certification

13.1 Target represents and warrants that, to the best of its knowledge after reasonable inquiry, the documents produced in response to this Checklist are true and complete copies of the originals in its possession or control, except as set forth in any written disclosure provided to Requesting Party.

13.2 Requesting Party acknowledges that the Checklist is a tool to facilitate review and that completion of the Checklist does not constitute a warranty, binding commitment to transact or an admission of sufficiency of due diligence; Requesting Party shall conduct its own independent verification.

14. Miscellaneous

Governing Law. This Checklist shall be governed by and construed in accordance with the laws of the governing_jurisdiction entered below without regard to conflict of laws principles: .

Entire Agreement. This Checklist, together with any confidentiality agreement between the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, with respect to such subject matter.

Severability. If any provision of this Checklist is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid one that effectuates the original intent.

Notices. All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth in the opening paragraph or to such other address as a party may designate in writing.

Amendments and Waiver. No amendment to this Checklist shall be effective unless in writing and signed by both parties. No waiver of any provision shall be deemed a waiver of any other provision or future breach.

Counterparts. This Checklist may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

15. Contact and Review Log

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