Legal checklist

 Organizational chart showing the corporate structure of the Target and all
subsidiaries and affiliates.

 Copies of all joint venture agreements, partnership agreements or agreements

involving the sharing of profits or technology

 Applicable governing documents for the Target and all subsidiaries and affiliates

 List of all jurisdictions in which the Target and its subsidiaries and affiliates are
licensed to do business.

 Minutes and/or resolutions for all meetings of the board and

shareholders/members, as applicable.

 Ccopies of any contracts relating to any material acquisitions and/or divestitures

of equity and/or assets

 Summary of all related party transactions entered into in the past 3 years,
including the key terms thereof and review/approval procedures applicable
thereto.

 Professional biography for each member of the management team and any other
key employees identified by Buyer.

 Professional biography for each member of the board.

 Documentation evidencing each issuance of equity for the Target and each
subisidiary and/or affiliate.

 Summary of all oustanding options, warrants, covertible notes, and any other
right entitling the holder to obtain equity in the Target or any subisidiary or
affiliate.

 Copy of all outstanding debt instruments.

 Summary of all material litigation.

 Summary of all permits, licenses, and other authorizations that are required for
the Target to conduct its business.

 Copies of all agreements or instruments that place restrictions or encumbrances

on assets.
  Copies of all material contracts that are terminable upon a change of control or
other corporate transaction.

 Copies of all contracts that restrict the right to conduct its business.

 Copies of all contracts under which the Target has any continuing obligations.

 Copies of all indemnification agreements between the Target and any officers,
directors or agents thereof.

 Summary of the Target's compliance program and copies of all policies,

procedures.

 Summary of all material regulations applicable to the Target and/or its business.

 Please provide copies of any material correspondence with any regulatory

agencies or authorities.

 Summary of all product recalls conducted by the Target in the last 5 years.

 Summary of all material warranty claims brought within the last 5 years.

Commercial

 List of the top 25 customers for each of the past 3 years, including revenue.

 List of all material customers that have ceased doing business with the Target in
the past 12 months.

 List of all material sales channel partners for each of the past 3 years.

 Breakdown of sales and gross profits by: Product Type; Geography; Sales
Channel.

 Copies of all material customer contracts.

 Copies of all contracts with material sales channel partners

 Copies of all contracts with government customers.

 Copies of all material contracts that have remaining terms longer than one year.

 Copies of policies and procedures related to credits, returns, warranty claims, etc.
  Copies of policies and procedures related to pricing.

 Copies of any strategic plans.

 Copies of any marketing/advertising plans.

 Summary of anticipated new products and/or product improvements.

 Copies of all brochures, presentations, sales sheet, and other advertising and/or
marketing materials.

 Product descriptions for all material products and product lines.

 Summary of all ongoing R&D projects, including an estimated timeline for

completion thereof.

 Summary of all marketing risks and opportunities.

 List of the top 15 suppliers for each of the past 3 years, including spend.

 Copies of all material supplier contracts.

 Copies of all material subcontractor contracts.

 Summary of the policies and procedures utilized when evaluating and onboarding
any new supplier or subcontractor.

Financial industry checklist

 Copies of audited financial statements and each subsidiary and affiliates.

 Copies of unaudited financial statements.

 Detailed description of any off-balance sheet/statement of financial position

items, liabilities or obligations of any nature.

 Schedule and description of any contingent liabilities not disclosed or referred to

in the financial statements. 

 Detailed schedule of the components of all prepaid expenses and deposits.

 Copies of any letters issued by the Target’s auditors during the last 5 years
regarding the Target’s accounting controls, method of accounting and other
procedures, including all Management Representation Letters.

 Summary of all material changes to accounting policies adopted.

  Copies of all budgets and operating plans.

 Copies of all financial projections.

 Summary of any cash management controls and practices.

 Summary of the Target's investment policies.

 Summary of the Target's hedging policies.

 Report reflecting all aged accounts receivable trial balances.

 Summary of the Target’s inventory costing system and other procedures and
policies related to inventory.

 Schedule and detailed description of any reserves/contingency funds established

for specific risk situations. 

 Copies of recent bank reconciliations and bank statements for all material bank
accounts. 

 Summary of all capital expenditures planned in the next 12 months.

 Current fixed asset register and/or copy of latest physical inventory of all
equipment and other assets. 

 Summary of all current insurance coverages and copies of all policy documents
related thereto.

 Summary of all claims made against any insurance policy within the last 5 years.

Intellectual properties

 Summary of all patents and registered trademarks held by the Target. 

 schedule of all websites and domains owned or run by the Target and any terms
and conditions related thereto.

 Copies of all agreements under which the Target is granted the right to use IP
owned by a third party.

 Copies of all agreements under which a third party is granted the right to use IP
owned by the Target.
  Summary of any IP that is not solely owned by the Target (e.g., joint ownership,
non-exclusive license, etc.), including any contracts or other documentation
related thereto.    

 Summary of any past or current instances where any third party actually or
allegedly infringed on the Target's IP or where the Target actually or allegedly
infringed on a third party's IP.

 Detailed summary of any restrictions to which IP assets of the Target are subject.

 Summary of all IP litigation in which the Target is or has been involved, including
the current status or outcome thereof (e.g., court orders, settlements, etc.).

 Summary of the Target's process for generating/developing, recognizing,

capturing, and protecting (for instance, via patents) IP assets.

Information technology

 etails of any current and planned IT initiatives/key projects.

 Summary of all key IT resources. 

 Summary of the Target's policies and practices regarding the purchase and
maintenance of software.

 Summary of all material software utilized by the Target.

 Summary of the Target's policies and practices regarding the purchase and
maintenance of IT hardware.

 Summary of all material hardware utilized by the Target, including the physical
location thereof.

 Diagram of the Target's technical architecture including servers, storage devices,

operating systems and databases.  

 Description of the networking systems utilized by the Target.

 Summary of any specific hardware configurations utilized.

 Summary of any vendor support or other support services to which the Target is
entitled.

 Summary of annual costs associated with maintenance of IT hardware for the

past 3 years.
  Copies of all material contracts related to software and/or IT services obtained by
the Company.

 Summary of services provided by all external IT contractors/consultants. 

 Describe the capacity for growth in the Target's current IT environment.

 Summary of how technology acquired by the Target.

 Summary of the Target's support/help desk effectiveness and approach.

 Summary of the role of technology/IT in the Target's strategic plan.

 Describe the level of automation made possible via the Target's IT systems.

 Description of any web-based or internet facing applications hosted.

 Description of the key security protocols adopted by the Target. 

 Description of the Target's policies and procedures related to backups and/or

disaster recovery.  

 Description of the Target's data privacy policies and procedures.

 Summary of all personal and/or sensitive information held and/or processed by

the Target.

 Results of any stress test analysis undertaken by the Target.

 Summary of all monitoring measures/tests conducted.

Environmental health and safety

 Summary of all environmental investigations, citations, or notices of violation

received from any environmental regulatory agency.

 Summary of all litigation in which the Target has been involved in the last ten 10
years.

 Description of any past or on-going remediation efforts relating to environmental

matters.

 Copies of any documents concerning past or present enforcement actions

against any premises owned.
 Summary of all dedicated reserves for management of environmental liabilities
and policies and procedures.

 All information and correspondence regarding generation, treatment, storage and

disposition of hazardous substances.

 Copies of any material correspondence with any environmental regulatory

agencies.

 Summary of any material financial losses suffered as a result of environmental

matters and/or acts of God. 

 Summary of the results of all environmental audits, including the resolution of any
findings.

 Copies of all environmental studies, assessments and surveys relating to the

Target in respect of land and premises owned. 

 Please describe any off-site liability risks arising from arrangements for the
treatment or disposal of materials, liquids, or gases used by the Target. 

 Copies of all permits and other governmental approvals and related applications
relating to environmental matters. 

 Description of any currently existing aboveground or underground storage tanks

or tanks previously located at any premises. 

 Description of all wastes generated or handled at the Target’s premises, the

quantities of each, and how they are handled, stored, and disposed.  

 Summary of all investigations, citations, or notices of violation related to

employee health and/or safety.

 Summary of all current or past litigation brought against the Target by any current
or former employee.

 Summary of the results of all health and safety audits.

 Summary of any accidents within the last 5 years.

 Summary of all workers' compensation claims, including any liabilities associated

therewith and the outcome thereof.

 Copies of all material safety data sheets for materials produced or used at any
premises owned or operated by the Target.  
  Summary of all emergency response policies and procedures, including copies of
all SOPs and other documentation related thereto.

Tax

 Summary of the results of all tax audits conducted in the past 5 years, including
the resolution of any findings.

 Summary of all property taxes paid by the Target in the past 5 years.

 Copies of all federal, state and local tax returns of the Target for the past 5 years.

 Copies of all material communications and agreements between the Target and
any taxing authority for the preceding 5 years. 

 Copies of any tax sharing, tax allocation or related inter-company agreements. 

 Summary of all deferred tax assets, valuation allowances and deferred tax
liabilities.

 Summary of all policies regarding taxes, including transfer pricing policies and
any present or past transfer pricing audits.

 Summary of any loss surrenders made in return for R&D tax credits paid by the
relevant tax authority. 

 Summary of any tax assets (e.g. carried forward trading or capital losses, excess
management expenses), including details of how they are reflected in the
statutory accounts. 

 Summary of any sale and leaseback transactions.

 Summary of any overseas activities and the tax filing position in respect thereto,
including a Summary of any matters under investigation by a relevant taxing
authority. 

 Please details regarding the tax base cost of major assets where their base cost
is other than original cost. 

 Summary of any tax planning or re-organization involving the Target in the past 5
years and any proposed pre-sale re-organizations, including any disclosures or
clearance applications from any relevant taxing authority in relation thereto.

 Summary of any previous audits or investigations related to employment taxes by

the relevant taxing authority, including the disposition thereof.