Due Diligence MASTER Check List Rev B 05272010

Should you have any questions or require assistance, you may contact the following person:
- Name:__________________________________________
- Telephone: ______________________________________
- Fax: ___________________________________________
- E-mail: _________________________________________
The required Information, together with a hard copy of this Checklist (bearing your initials and signature)
and an electronic version thereof (in Word, Excel or text format), no later than ……………. to the attention of:
- Name:__________________________________________
- Telephone:______________________________________
- Fax: ____________________________________________
- E-mail: _________________________________________
A- Identification of the Company
1Corporate name: _________________________________

2Address:_________________________________________
3Mailing address:___________________________________
4Main telephone number:___________________________
5Main Fax number:_________________________________
6Main e-mail address:_______________________________
7Other (specify):___________________________________
B- Identification of the Authorized Representative
8Salutation (Mr., Ms.):______________________________

9Representative’s first name:________________________
10Initial(s):________________________________________
11Representative’s family name:_______________________
12Position held:____________________________________
13Telephone number (direct line):_____________________
14Telephone number (general):_______________________
15Mobile telephone number:_________________________
16Pager number:___________________________________
17Fax number:_____________________________________
18E-mail address (office):______________________________
19Telephone number (residence):______________________
20E-mail address (residence):__________________________
21Other (specify): ___________________________________
Confidential document Property of Tradebe Corp. 1
Previously Provided To be
Provided Herewith Provided Not
NO. Item Description Date Date Applicable
C- History of the Company
22Documents relating to the Company’s history

• Pre-incorporation period
• Early history of the Company
• Development over the years
Current situation - copies of all press releases or
clippings related to the Company or its Subsidiaries for
• the past five years
• Nature of the services or products offered
Other (specify): ……………………………
23A schedule of the Company's business locations.
Copies of all real estate leases, deeds, mortgages, title
policies, surveys, zoning approvals, variances or use
permits.
A schedule of all names under which the Company or
its subsidiaries or any predecessors thereof has done
business in the past five years the Company's business
locations.
D- Corporate Information
Certificate or Articles
Certificate or articles of incorporation of the Company
24 & all Amendments
• Date of certificate or articles
• Incorporation date (if different)
• Corporate name
• Other versions (French, English, abbreviated, etc.)
• Incorporating act
• Place of incorporation (applicable jurisdiction)
Incorporation number, registration number,
• identification number, etc.
25Certificate(s) or articles of amendment
• Date of certificate(s) or articles
• Date of amendment (if different)
• Summary of amendment
26Certificate(s) or articles of amalgamation
• Date of certificate(s) or articles
• Date of amalgamation (if different)
• Name of amalgamating companies
27Structure of share capital
• Authorized number of shares
• Classes of shares
Rights relating to each class (voting rights, dividend
• rights, etc.)
Confidential Document Property of Tradebe Corp. Initials ( ) 2
28By-laws (and amendments)
• General by-law
• Borrowing by-law
• Special by-laws
• Other by-laws
29Do any of the principals have criminal records?
Long from Good Standing Certificate, including

payment of taxes for state or incorporation and every
state and foreign country in which the Company or its
• subsidiaries are qualified to do business.
Governmental Notices
30Notice of board membership
31Notice of head office
32Other governmental notices
33Certificate of compliance/certificate of conformity
• Issued by governmental authorities
• Up to date (less than 30 days)
Declaration of registration, initial declaration,
34 prospectus or other initial document
Annual declarations or annual reports filed in the last
35 five (5) years
Amending declarations or amended reports filed in the
36 last five (5) years
37Notice of default
Nature of any notice received from the governmental
• authorities
• Evidence of default having been remedied
Review the company’s correspondence with the

Securities and Exchange Commission, any national
exchange, or state securities commission, other than
routine transmittals, for the past five years. Determine
if there are or were any enforcement or disciplinary
actions or any ongoing investigations or suggestions of
38 violations by any of these entities.
Review any correspondence during the past five years

with the Federal Trade Commission, any other
governmental agencies or Internal Revenue Service.
Determine if there are any ongoing investigations or
39 suggestions of violations by any of these agencies.

Review any required regulatory compliance and verify
that necessary Business licenses and permits have
been maintained, as well as ongoing filings and
40 reports.
If there is a General Service Administration schedule,
41 when does it come up for renewal?
Minutes and Resolutions

42Minutes and resolutions of the incorporators
• Date of meetings held or resolutions adopted
• Persons present/absent
• Waiver of notice of meeting
• Dissent
• Signatures
Minutes and resolutions of the directors since the
43 incorporation
• Dissent
• Signatures
• Annual meetings
Minutes and resolutions of all subcommittees of
directors (e.g: executive committee) since the
44 incorporation
• Dissent
• Signatures
Minutes and resolutions of the shareholders since the
45 incorporation
• Dissent
• Signatures
• Annual meetings
Minutes and resolutions of all subcommittees of
46 shareholders since the incorporation
• Dissent
• Signatures
47Written consents from all or part of the directors
• Consent to telephone meetings
• Other consents
48Written consents from all or part of the shareholders

• Consent to telephone meetings
• Other consents
49Other (specify): ……………………………
Incorporators
50List of incorporators
• Name, age, address and telephone number
• Date of birth
• Social insurance number or social security number
• Citizenship
Directors
52List of directors
• Date of birth
• Citizenship
• Date became a director
• Date ceased to be a director
53Curriculum vitae of each director
Senior Executives or Officers

55List of senior executives or officers
• Date of birth
• Citizenship
Position held (e.g: president, vice-president, secretary,
• treasurer, etc.)
• Date became a senior executive or officer
• Date ceased to be a senior executive or officer
56Curriculum vitae of each senior executive or officer
Organizational Structure of executive team & duties &
• responsibilities of each.
Shareholders
58List of shareholders
• Date of birth
• Citizenship
• Number and class of shares held
• Percentage of shares held
• Date became a shareholder
• Date ceased to be a shareholder
59Curriculum vitae of each shareholder
Last five years of annual shareholder reports for the
60 company and its subsidiaries
Securities
61Issued and paid up share capital account
• Name of the shareholders
• Number and class of securities held by each
• Particulars of transactions
A schedule of currently projected uses of proceeds to
be obtained from the offering and sale of any
62 securities
All private placement memoranda, prospectuses, or
other documents relating to the offering or acquisition
• by the company of securities.
All reports filed with and correspondence with the
Securities and Exchange commission or any state
• securities commission within the last five years
Share Transfers
63List of share transfers
• Transfer number
• Name of transferor
• Name of transferee
• Number and class of shares transferred
• Number of the share certificate in question
Indicate whether there are any stockholders or stock
certificates whose whereabouts are unknown, or any
stockholders from which it will be difficult to obtain
approval of the transaction or stock certificates, as
appropriate.
Share Certificates
65Outstanding share certificate(s)
• Certificate number
• Name of holder
Number and class of shares represented by the
• certificate
Restrictions on share transfers (set forth on the
• certificate)
• Current location of certificate (if not in the register)

66Cancelled share certificate(s)
• Certificate number
• Name of holder
Number and class of shares represented by the
• certificate
Restrictions on share transfers (set forth on the
• certificate) - for any class of stock
• Endorsement of certificate
• Current location of certificate (if not in the register)

67Stock ledger for the company and its subsidiaries
Agreements Relating to Shares of the Company

68Shareholders’ agreement:
• Exists (yes or no)
• Type of agreement (e.g: unanimous)
• Name of signing shareholders
• Signature date
• Term
• Intervention by the Company (yes or no)
69Voting trust and other similar agreements
70Private placement agreements
Agreements relating to the sale of the Company’s
71 shares
Agreements relating to the issuance or purchase of the
72 Company’s shares or subsidiary shares
73Description of all share purchase plans
List of persons (including directors, senior executives,

shareholders, employees and persons related to them)
74 who are beneficiaries under any share purchase plan
75Description of all stock option plans
List of persons (including directors, senior executives,

shareholders, employees and persons related to them)
76 who are beneficiaries under any stock option plan
All private placement memoranda and communications
to potential investors relating to the Company or its
77 Subsidiaries
Copy of registration rights or preemptive rights
agreements
Subsidiaries and Other Entities

List of companies and other types of businesses in
which the Company holds an interest of fifty percent
78 (50%) or more:
Name, address and telephone number of companies

• and other types of businesses in question
• Nature of their operations
Number and class of shares or units held by the
• Company
• Percentage of shares or units held by the Company

Name, address and telephone number of other
• shareholders or partners (if any)
• Name, address and telephone number of directors
which the Company holds an interest of less than fifty
79 percent (50%):

Number and class of shares or units held by the
• Company
• Percentage of shares or units held by the Company

• shareholders or partners
Organization chart showing the relationship between
the Company, its subsidiaries and the
companies/businesses in which the Company holds an
80 interest
which any director, senior executive, shareholder or
81 employee of the Company holds an interest:
Name of every director, senior executive, shareholder
• or employee in question

Number and class of shares or units held by every
director, senior executive, shareholder or employee in
• question
Percentage of shares or units held by every director,

• senior executive, shareholder or employee in question
• shareholders or partners (if any)
Organization chart showing the relationship between

every director, senior executive, shareholder or
employee of the Company and the
82 companies/businesses in which he holds an interest
Business or Strategic Plan

Up to date version of the Company’s business and
84 strategic plans
Prior versions of the Company’s business plan
85 prepared during the last five (5) years
Recent analyses of the Company, its Subsidiary or its

industry prepared by investment bankers, engineers,
management consultants, accountants, or others
including marketing studies, credit reports and any
86 other type of report related to the company
Relationships Between Individuals
Description of every relationship (family, corporate,

financial, or other) between every director, senior
executive, shareholder or employee of the Company
and the other directors, senior executives,
shareholders, employees, customers, suppliers,
87 consultants and subcontractors of the Company
Suretyships and Guarantees Granted in Favor of the Company

Suretyships, guarantees or other contracts or
documents pursuant to which any director, senior
executive, shareholder or employee of the Company
agreed to act as surety or guarantor of the Company
in favor of a third party (e.g: financial institution,
89 supplier, etc.)

documents pursuant to which any subsidiary agreed to
act as surety or guarantor of the Company in favor of
90 a third party (e.g: financial institution, supplier, etc.)

documents pursuant to which any surety company
agreed to act as surety or guarantor of the Company
in favor of a third party (e.g: financial institution,
91 supplier, etc.)
documents pursuant to which any other natural or
legal person agreed to act as surety or guarantor of
the Company in favor of a third party (e.g: financial
92 institution, supplier, etc.)
Corporate Operations
List of the states, provinces and countries in which the

94 Company is authorized to carry on its operations
List of the states, provinces and countries in which the
95 Company actually carries on its operations
Documents relating to all corporate transactions which
have been or will be carried out outside the ordinary
96 course of business:
97Acquisition of a business
• Disposition of assets
• Acquisition of assets
• Corporate reorganization
• Amalgamation
• Dissolution
• etc.
Numbers Attributed to the Company by Various Governmental Organizations

99Business number - Fed
100CIDREQ registration number (Quebec)
101QST number (Quebec)
102GST number (Canada)
103Employer identification Number (USA)
104Employer number
105Other (specify): …………………
Miscellaneous
106Corporate records
Location of records (if not at the Company’s head
• office)
107Corporate seal(s)
• Exist(s) (yes or no)
• Location of seal (if not at the Company’s head office)

Valuation reports on the value of the Company’s
shares, prepared or obtained during the last five (5)
108 years
Legal opinion from the Company’s lawyers regarding
109 the Company’s corporate status
All currently effective security agreements covering
assets of the Company or its Subsidiaries, such as
mortgages, pledges, liens, or security interests in
personal property, such as receivables, inventory,
110 assets or equipment.
Present or pending joint venture or partnership
arrangements, shipping or other transportation
agreements or arrangements, sales, supply contracts
and purchase contracts of the Company or its
• Subsidiaries
Name and address of each person who has a power of

attorney to act on behalf of the Company or any
• subsidiary, copies of such powers of attorney.
Brief description of portfolio investments of the
Company (except in subsidiaries), including cost basis
• and current market value
E- Accounting Information
List of all accounting firms with which the Company

111 has dealt during the last five (5) years
• Name, address and telephone number of the firm
• Name of the person in charge of the Company’s file

• Telephone number (direct)
• Telecopier number
• Mobile telephone number
• Pager number
• E-mail address
• Auditor's letters and replies for the past five years.
Contract of professional services or professional fees
entered into between the Company and any
112 accounting firm during the last five (5) years
Financial statements (including the balance sheet and
income statement) for the five (5) most recently
113 completed fiscal years
Monthly internal financial statements since the end of
114 the most recently completed fiscal year
Budget forecasts prepared for the next five (5) fiscal
115 years
Budget and budgetary estimate for the current fiscal
116 year
List of future obligations not reflected in the most
117 recent financial statements
• Nature of the obligation
• Amount involved
• Name, address and telephone number of the creditor

Description of every reserve established for specific
118 contingencies
Detailed description of every disagreement with the
Company’s accountants regarding financial statements
119 issued during the last five (5) years
Documents relating to every change in the accounting
methods or accounting principles used which occurred
120 during the last five (5) years
Correspondence received from/sent to the Company’s

121 accountants during the last five (5) years
122The Company's credit report, if available.
123Any projections, capital budgets and strategic plans.

124Analyst reports, if available.
Has an auditor resigned or has the company changed
125 auditors within the past three years?
Are there unusually complex business arrangements

126 that do not appear to have a business purpose?
Has the company exceeded its loan covenant targets

127 by small amounts? Please document & describe each
Have there recently been significant insider stock
128 sales?
Is the internal audit team subjected to significant
129 scope restrictions?
Are a large proportion of monthly sales completed
130 during the last few days of each month?
Has the company tried to sell itself in the past and
131 failed?
Has the company received major warnings from
132 regulatory agencies?
Does the company manipulate reserve accounts in
133 order to smooth or enhance its reported earnings?
• Description or basis for establishing bad debt reserves

F- Tax Information
List of all firms of tax experts with which the Company


• Pager number
• E-mail address
entered into between the Company and any firm of tax
135 experts during the last five (5) years

136 tax experts during the last five (5) years
Federal, state, local, and foreign income tax returns
137 for the last three years.
138States sales tax returns for the last three years.
139Any audit and revenue agency reports.
140Any tax settlement documents for the last three years.

141Employment tax filings for three years.
142Excise tax filings for three years.
143Any tax liens.
Income Tax
144Income tax returns for the last five (5) years
• National
• Federal
• Provincial
• State
• Other (specify): ………….
Notices of assessment issued by any competent fiscal
145 authority for the last five (5) years
Notices of reassessment, additional assessment,
corrected assessment or amended assessment, issued
by any competent fiscal authority for the last five (5)
146 years
Correspondence received from/sent to any competent

147 fiscal authority during the last five (5) years

Documents relating to every audit carried out by any

148 competent fiscal authority during the last five (5) years
• Description of the audit carried out
• Correspondence received/sent
• Notices of assessment resulting from any audit
• Amounts claimed
• Amounts paid
149Other (specify): ……………………………
List and describe all pending or threatened disputes
with regard to tax matters involving the Company or
• any of its subsidiaries
List of returns and the years thereof that have been

audited by federal, state or local tax authorities, and
• copies of determination letters related thereto
Copies of any tax indemnification, tax sharing, or tax
allocation agreements involving the Company and
other members of an affiliated group, including any
joint venture agreements that have the affect of tax
allocation agreements, and a statement setting forth
how such agreement was carried out for the past five
• years.
Describe and provide copies of all agreements,
consents, elections, and waivers filed or made with the
IRS or other taxing authorities, including, but not
limited to, those relating to I.R.C. (341 and the
• relevant statutes of limitations).
Sales Tax
Sales tax declarations or returns prepared during the
151 authority during the last five (5) years
152 years


• Amounts claimed
• Amounts paid
155Other (specify): ……………………………
Other Taxes, Contributions and Levies (e.g: Unemployment

Insurance, Social Security, etc.)
Declarations or returns regarding taxes, contributions

156 or levies prepared during the last five (5) years
157 authority during the last five (5) years
158 years


• Amounts claimed
• Amounts paid
161Other (specify): ……………………………
Tax Credits
Applications for tax credits relating to research and
162 development (scientific, experimental, etc.)
• Governmental confirmations
• Governmental oppositions
163Other (specify): ……………………………
G- Financial Information
List of all financial institutions with which the Company

Name, address and telephone number of the financial
• institution

• Pager number
• E-mail address
165List of the Company’s bank accounts
• Location of the bank branch
Type of account (current account, checking account,
• etc.)
• Account number
• Transit number
• Identity of signatories
Powers of signatories (alone, jointly, two out of three,
• limit on amounts, etc.)
Monthly bank statements, for each of the Company’s

166 bank accounts, received during the last five (5) years
Fixed credit agreements (loans) entered into with any
financial institution, institutional lender or private
167 lender
Variable credit agreements (line of credit) entered into
with any financial institution, institutional lender or
168 private lender
Immovable hypothec agreements (real estate
mortgage agreements) entered into with any financial
institution, institutional lender or private lender, or
169 with any other natural or legal person
Movable hypothec agreements (personal property
mortgage agreements) entered into with any financial
institution, institutional lender or private lender, or
170 with any other natural or legal person
Financial documents executed by the Company (e.g:
acknowledgement of debt, promissory note, letter of
171 credit, etc.)
Suretyships entered into with any financial institution,
172 institutional lender or private lender
173Safety-deposit box rental agreements
Certificates of deposit of sums of money, treasury bills
174 and other financial instruments
List of corporate credit cards issued in the name of the
Company or of any director, senior executive or
175 employee of the Company
• Name of credit card issuer
Type of card (Visa, MasterCard, American Express,
• Discover, etc.)
• Credit limit granted
Credit card statements and use reports received during
176 the last five (5) years
Notice of default (including a formal demand, demand
for payment, etc.) regarding any financial obligation
177 assumed by the Company

Documents relating to every loan or other form of
financial assistance granted by the Company to its
parent company or to any subsidiary or other business
in which it holds an interest, during the last five (5)
178 years
• Amount of the loan
• Terms and conditions of repayment
• Notice of default sent by the Company
financial assistance granted to the Company by its
parent company or by any subsidiary or other business
in which it holds an interest, during the last five (5)
179 years
• Notice of default sent to the Company
financial assistance granted by the Company to any
director, senior executive or employee during the last
180 five (5) years
• Notice of default sent by the Company
financial assistance granted to the Company by any
director, senior executive or employee during the last
181 five (5) years
• Notice of default sent to the Company
Documents relating to every government subsidy,
governmental financial assistance or other
governmental assistance received by the Company
• Description
• Amount
• Terms and conditions of grant
• Terms and conditions of payment
183 bankers during the last five (5) years
A schedule of all indebtedness and contingent
184 liabilities.
185A schedule of inventory.
186A schedule of accounts receivable.
187A schedule of accounts payable.
A description of depreciation and amortization
methods and changes in accounting methods over the
188 past five years.
189Any analysis of fixed and variable expenses.
190Any analysis of gross margins.
191The Company's general ledger.
A description of the Company's internal control
192 procedures.
A schedule of fixed assets and the locations thereof.
Include a brief description of all prepaid expenses or
193 deferred income items as well
194All U.C.C. filings.
195All leases of equipment.
A schedule of sales and purchases of major capital
196 equipment during last three years.
Verify bank reconciliations for all bank accounts
197 harboring significant cash balances.
Determine the days of receivables outstanding and the
probable amount of bad debt. Review the bad debt
198 reserve calculation.
Obtain a list of all accounts and notes receivable from
199 employees.
Obtain a list of all inventory items, and discuss the
obsolescence reserve. Determine the valuation
200 method used.
Obtain the current fixed asset listing, as well as
depreciation calculations. Audit the largest items to
201 verify their existence.
202Appraisal of the value of the fixed assets.
Provide an itemized list of all assets that are not
203 receivables or fixed assets.
Are there any liens against company assets. Full
204 description.
Obtain any maintenance agreements on company
205 equipment.
206Is there an upcoming need to replace assets?
In the last five years, has there been are any plans to
207 close, relocate, or expand any facilities.
Itemize all capitalized research and development or
208 software development expenses.
Determine the value of any net operating loss carry
209 forward assets.
210Obtain a list of all accounts payable to employees.
211Review the terms of any lines of credit.

Review the amount and terms of any other debt
agreements. Review covenants in the debt
agreements, and determine if the company has
breached the covenants in the past, or is likely to do
212 so in the near future.
213Look for unrecorded debt.
Verify wage and tax remittances to all government
214 entities, and that there are no unpaid amounts.
Review the sufficiency of accruals for wages, vacation
time, legal expenses, insurance, property taxes, and
215 commissions.
Obtain copies of all unexpired purchasing
216 commitments (purchase orders, etc.).
Obtain audited financial statements for the last three
217 years.
Obtain monthly financial statements for the current
218 year.
Obtain copies of federal tax returns for the last three
219 years.
Determine profitability by product, customer, and
220 segment.
221What are the revenues and profits per employee?
What is direct materials expense as a percentage of
222 revenue?
How have revenues, costs, and profits been trending
223 for the past three years?
How many staff are directly traceable to the servicing
224 of specific customer accounts?
Are there any delayed expenses? Has the customer

avoided necessary maintenance expenditures or wage
225 increases in order to boost profitability?
Has the company capitalized a disproportionate
226 amount of expenses?
Obtain the budgets for the past three years. Does the
company routinely achieve its budgets, or does it fall
227 short?
Construct a cash forecast for the next six months. Will
228 the company spin off or absorb cash?
Review the trend line of work capital for the past
229 year. How is it changing in relation to total sales?
Categorize working capital by segment, product line,
and customer. What parts of the business are
230 absorbing the most cash?

Determine historical and projected capital expenditure

requirements. Does the company have enough cash
231 to pay for its capital investment needs?
Any presentations given to creditors in connection with

obtaining credit or prepared for potential lenders in
• conjunction with any proposed financings
H- Legal Information
List of all law firms with which the Company has dealt

• Pager number
• E-mail address
entered into between the Company and any law firm
Copy of the civil docket of all cases involving the
Company or its directors, senior executives,
shareholders or employees, in any capacity
234 whatsoever
Copy of the civil and criminal docket of all cases
involving the Company or its directors, senior
executives, shareholders or employees, in any capacity
235 whatsoever
Documents relating to every claim (including every

action, demand, application for an injunction,
proceedings or procedures, whether judicial, quasi-
judicial, administrative, arbitral or otherwise) made by
236 the Company during the last five (5) years
• Name of the law firm representing the Company
• File number
• Jurisdiction in question (court, location, etc.)
Name, address and telephone number of the opposing
• party
Name, address and telephone number of the firm (and

• the lawyer in charge) representing the opposing party
• Nature of the legal claim
• Amount claimed or other relief sought
Current status of the file - was it resolved or what is
• proposed to be resolved
Documents relating to every claim (including every

action, demand, application for an injunction,
proceedings or procedures, whether judicial, quasi-
judicial, administrative, arbitral or otherwise) made
against the Company or its directors, shareholders or
237 employees during the last five (5) years
Name of the law firm representing the Company or its
• directors, shareholders or employees
• File number
• party

• Amount claimed or other relief sought
Current status of the file - was it resolved or what is
• proposed to be resolved
Documents regarding out of court settlements,
unilateral discharges or mutual discharges, or other
documents to which the Company or its directors,
shareholders or employees were parties during the last
238 five (5) years
Judgments (including orders, injunctions and other
types of judgments) rendered in favor of the Company
or its directors, shareholders or employees by a
tribunal (including any court, administrative tribunal,
governmental authority, etc.) during the last five (5)
239 years
• File number of the file in question
• party

• Amount claimed or relief sought

Current status of the file (e.g: judgment satisfied,
• being enforced, opposition to seizure, etc.)
Judgments (including orders, injunctions and other
types of judgments) rendered against the Company or
its directors, shareholders or employees by a tribunal
(including any court, administrative tribunal,
governmental authority, etc.) during the last five (5)
240 years
• party

• Amount claimed or relief sought
Current status of the file (e.g: judgment satisfied,
• being enforced, opposition to seizure, etc.)
Demand letters, notices of default, final notices and
other documents raising the liability of the Company or
its directors, shareholders or employees, and
potentially leading to the institution of legal
proceedings against any one of them, received during
Legal opinions prepared by any lawyer or law firm
regarding the actual, potential or threatened liability of
the Company or its directors, shareholders or
employees in any potential or existing dispute, during
243 lawyers during the last five (5) years
Opinion letters sent by any of the Company’s lawyers
to the Company’s accountants during the last five (5)
244 years
245A schedule of all pending litigation.
246A description of any threatened litigation.
Copies of insurance policies possibly providing
247 coverage as to pending or threatened litigation.
Documents relating to any injunctions, consent
decrees, or settlements to which the Company is a
248 party.
249A list of unsatisfied judgments.
Obtain certificates of good standing for the company
250 and all significant subsidiaries.

Obtain a list of all states in which the company is

qualified to do business and a list of those states in
which it maintains significant operations. Determine if
there is any state where the company is not qualified
251 but should be qualified to do business
Obtain the minutes of the Executive Committee and

Audit Committee for the past five years, as well as the
252 minutes of any other special Board committees.
253Default or termination provisions
254Restrictions on company action
255Consent requirements
256Termination provisions in employment contracts
257Ownership of technology documents
Cancellation provisions in major supply and customer
258 contracts
Unusual warranties or the absence of protective
259 provisions
Obtain copies of all asset leases, and review for term,

260 early payment, and bargain purchase clauses.
Obtain copies of all office space lease agreements, and
261 review for term and renewal provisions.
Provide the terms of any outbound or inbound royalty
262 agreements.
Was any company software (either used internally or

resold) obtained from another company? If so, what
are the terms under which the code is licensed? Are
263 there any associated royalty payments?
Provide copies of all legal invoices for the past two
264 years.
Review all pending and threatened legal proceedings

to which the company or any of its subsidiaries is a
party. Describe principal parties, allegations, and relief
sought. This includes any governmental or
environmental proceedings. Obtain copies of existing
consent decrees or significant settlement agreements
265 relating to the company or its subsidiaries.
If the company is publicly held, obtain all periodic
filings for the past five years, including the 10-K, 10-Q,
266 8-K, and Schedule 13D.
Provide all annual and quarterly reports to
267 shareholders.

Review the auditors’ letter to management concerning

internal accounting controls and procedures, as well as
268 any management responses.
Provide any press releases or articles about the
269 company within the past year.
Review title insurance for any significant land parcels
270 owned by the company.
List and description of all significant oral contracts and
commitments
All current effective guarantees given by the Company
concerning the payment or performance of obligations
of third parties
I- Compliance With Laws
List of applications for licenses, permits and other

authorizations allowing the Company to operate its
271 business alone or with others
List of licenses, permits and other authorizations
allowing the Company to operate its business alone or
272 with others
273Business tax statements for the last five (5) years
Business licenses, operating permits and other

authorizations issued by any governmental authority
274 (municipal, regional, state, provincial, etc.)
• Name of issuer
• Name of beneficiary
Name, address and telephone number of the
• guarantor (if applicable)
• Effective date
• Term
• Operations in question
Licenses, permits or exemptions issued under any
legislation regarding securities (including all laws,
275 regulations, decrees, orders, etc.)
legislation regarding investments (including all laws,
legislation regarding competition (including all laws,


legislation regarding consumer protection (including all
278 laws, regulations, decrees, orders, etc.)
other legislation (including all laws, regulations,
279 decrees, orders, etc.)
Prior notices, official reports, notices of default, notices
of violation, warnings, summons, orders, orders to
appear, fines, legal notices, judicial notices, or any
other instrument or procedure issued by a competent
authority in virtue of, or pursuant to the violation of
280 any legislation
Documents relating to any investigation, examination,

inspection or other procedure carried out during the
281 last five (5) years under any applicable legislation
282Other (specify): ……………………………
J- Intellectual Property
Review all current patent, trademark, service mark,

trade name, and copyright agreements, and note
283 renewal dates.
Obtain an itemization of all pending patent
284 applications.
285Determine annual patent renewal costs.
286Determine the current patent-related revenue stream.

Document the patent application process. Have any
287 potential patents not been applied for?
List all trademark and service mark registrations and
pending applications for registration. Verify that all
affidavits of use and renewal applications have been
filed, and prosecution of all pending applications is
288 current.
List all unregistered trademarks and service marks
289 used by the organization.
Collect and catalog copies of all publications and check
for unlisted trademarks and service marks, proper
290 notification.
291List all copyright registrations.
292List all registered designs.
Does the company have any information that provides
a competitive advantage? If so, verify that the
293 information is marked as “confidential.”

Have all employees executed Invention Assignment
294 and Confidentiality agreements?
Obtain copies of all licenses of intellectual property in

295 which the company is the licensor or licensee.
List all lawsuits pertaining to intellectual property in
296 which the organization is a party.
Trademarks
List of trademarks (whether or not registered) used by
the Company in any country. Schedule of trademarks
297 and trade names.
• location of first use
• date of first use
Registration certificates for trademarks used by the
298 Company
Countries in which each of the trademarks is
• registered
• Registration date
• Registration number
• Name of registered owner(s)
• Name of previous owner(s) (if applicable)
Description of the wares/services covered by the
• trademark
Applications for registration of the trademarks used by
299 the Company
Countries in which each of the applications for
• registration was filed for purposes of registration
• Filing date of the application for registration
• Number of the application for registration
• Name of owner-applicant(s)
Description of the wares/services covered by the
• application for registration
• Current status of the file
300List of the Company’s proposed trademarks
Licenses (e.g: user license) granted by the Company
301 to third parties
302Technical documents relating to any trademark
Assignment of rights agreements entered into between
303 the Company and third parties
Documents relating to any claim or complaint of
trademark infringement made by the Company against
304 third parties
trademark infringement made against the Company by
305 third parties
306
307A description of important technical know-how.
A description of methods used to protect trade secrets
308 and know-how.
309Any "work for hire" agreements.
A schedule and copies of all consulting agreements,
agreements regarding inventions, and licenses or
assignments of intellectual property to or from the
310 Company.
A schedule and summary of any claims or threatened
claims by or against the Company regarding
311 intellectual property.
Copyrights
List of copyrights (whether or not registered) owned
312 by the Company in any country
Registration certificates for copyrights owned by the
313 Company
• Countries in which each of the copyrights is registered

• Name of author(s)
• Description of the work covered by the copyright
Applications for registration of the copyrights owned
314 by the Company
• registration was filed
• Description of the work covered by the copyright
316Technical documents relating to any copyright
copyright infringement made by the Company against
318 third parties

copyright infringement made against the Company by
319 third parties
320Other (specify): ……………………………
Patents
List of patents (whether or not registered) owned by
321 the Company in any country
Registration certificates for patents owned by the
322 Company
• Countries in which each of the patents is registered

• Name of inventor(s)
• Description of the invention covered by the patent
323Applications for registration of patents
• Name of inventor(s)
Description of the invention covered by the patent
• application
325Technical documents relating to any patent
Documents relating to any claim or complaint of patent
infringement made by the Company against third
327 parties
Documents relating to any claim or complaint of patent
infringement made against the Company by third
328 parties
329Other (specify): ……………………………
330Any patent clearance documents.
Industrial Designs
List of industrial designs (whether or not registered)
331 owned by the Company in any country

Registration certificates for industrial designs owned
332 by the Company
Countries in which each of the industrial designs is
• registered
• Description of the industrial design
Applications for registration of the industrial designs
333 held by the Company
• Description of the industrial design
335Technical documents relating to any industrial design

industrial design infringement made by the Company
337 against third parties
industrial design infringement made against the
338 Company by third parties
339Other (specify): ……………………………
Trade Secrets
List of trade secrets owned by the Company in any
340 country
341Name of persons having knowledge thereof
Licenses (e.g: user license) granted to the Company
343 by third parties
345Technical documents relating to any trade secret

Documents relating to any claim or complaint of trade
secret infringement made by the Company against
346 third parties
Documents relating to any claim or complaint of trade
secret infringement made against the Company by
347 third parties
348Other (specify): ……………………………
Technological Processes
List of technological processes owned by the Company
349 in any country
350Name of persons having knowledge thereof
Licenses (e.g: user license) granted to the Company
352 by third parties
Technical documents relating to any technological
353 process
infringement of a technological process made by the
355 Company against third parties
infringement of a technological process made against
356 the Company by third parties
357Other (specify): ……………………………
Product Development:
Obtain a list of development projects in the product
pipeline. What is the estimated remaining time and
358 expense required to launch each one?
What attributes make the company’s new products
359 unique?
Have any products been in the development pipeline
for a long time, and have no immediate prospects for
360 product launch?
Who are the key development personnel? What is
361 their tenure and educational background?
Does the company primarily use incremental product
improvements, or engage in major new product
362 development projects?
How much money is invested annually in

development? As a proportion of sales? How does
363 this spending compare to that of competitors?

Does the company have a history of issuing
inadequately engineered products that fail? Is this
364 finding supported by warranty claim records?
Is there a product development plan? Does it tend to
target low-cost products, ones with special features, or
some other strategy? How closely does the
365 development team adhere to it?
Does the company use target costing to achieve
366 predetermined profitability targets?
Does it design products that avoid constrained
367 resources?
Other Intellectual Property Rights

List of other intellectual property rights held by the
368 Company in any country (e.g: user licenses)
369Licenses granted by third parties
370Sub-licenses granted by third parties
Technical documents relating to any other intellectual
371 property right
infringement of intellectual property rights made by
372 the Company against third parties
infringement of intellectual property rights made
373 against the Company by third parties
374Other (specify): ……………………………
Confidentiality and Non-Disclosure

Confidentiality and non-disclosure agreements signed
by third parties in favor of the Company during the last
375 five (5) years
• Directors
• Senior executives
• Employees
• Shareholders
• Consultants
• Subcontractors
• Suppliers
• Etc.
Confidentiality and non-disclosure agreements signed
by the Company in favor of third parties during the last
376 five (5) years
Company policies regarding confidentiality and non-

377 disclosure of information belonging to the Company

breach of confidentiality agreements made by the
378 Company against third parties
breach of confidentiality agreements made against the
379 Company by third parties
380Other (specify): ……………………………
Miscellaneous
List of persons who contributed to the development of

381 the Company’s intellectual property:
• Name, address and telephone number
• Description of involvement
• Curriculum vitae
Relevant documents relating to any claim which a

person (e.g: employee, subcontractor, etc.) is
asserting or may assert with respect to any intellectual
382 property right that the Company claims to own
Confidentiality, non-disclosure or other agreements
relating to one or more of the Company’s intellectual
383 property rights
Non-compete or other agreements relating to one or

384 more of the Company’s intellectual property rights
Other agreements relating to one or more of the
385 Company’s intellectual property rights
Opinions given by lawyers or other professionals with
respect to any intellectual property right of the
Company or any liability of the Company with respect
to any intellectual property right, during the last five
386 (5) years
387Other (specify): ……………………………
K- Machinery, Tools and Equipment
Rolling Stock
List of rolling stock (e.g: automobiles, trucks, trailers,
388 etc.)
• Make
• Model
• Year
• Serial number
• License plate number
• Name of registered owner
• Equipment added
• Other (specify): ……………
389Rolling stock acquisition agreements
• Acquisition date
• Amount paid
• Depreciation
• Valuation (liquidation value, replacement cost, etc.)

390Rolling stock rental agreements
391Rolling stock leasing agreements
392Rolling stock registration certificates
393Notices of default received by the Company
A list of any leased equipment - provide copies and
394 terms of all leases
Tools
395List of tools
396Tool acquisition agreements
• Amount paid
• Depreciation

397Tool rental agreements
398Tool leasing agreements
400Other (specify): ……………………………
Equipment (Other Than Computer Hardware)

401List of equipment
402Equipment acquisition agreements
• Amount paid
• Depreciation

403Equipment rental agreements
404Equipment leasing agreements
405Maintenance, service and support contracts
407Other (specify): ……………………………
L- Products and Services
408List of products manufactured by the Company

• Brand
• Model
• Technical description
• Product number
409List of products offered by the Company
• Brand
• Model
• Technical description
• Product number
410List of services offered by the Company
• Description
• Service number (if applicable)
411Price list for products offered
412Price list for services offered
413List of products in inventory
414List of obsolete products in inventory
Acquisition agreements relating to products in
415 inventory
416Supply contracts entered into with suppliers
418Other (specify): ……………………………
A list of all existing products or services and products
419 or services under development.
Copies of all correspondence and reports related to
any regulatory approvals or disapprovals of any
420 Company's products or services.
421A summary of all complaints or warranty claims.
A summary of results of all tests, evaluations, studies,

surveys, and other data regarding existing products or
422 services and products or services under development.
Review any branding strategy documents. Does the

423 company have a long-term plan for brand support?
Review budgeted and actual expenditures for
customer support, marketing, and quality assurance
424 related to branding.
425What types of advertising and promotion are used?

Ensure that the company has clear title to any branded
426 names.
How well is the brand supported on the company Web
427 site?
Note the amount and trend of any legal fees needed
428 to stop brand encroachment.
M- Computer
429List of computer equipment

430List of software used
• Name of software
• Version name or number
• Serial number
• Type de version (single workstation, network)
431Computer equipment acquisition agreements
432Computer equipment rental agreements
433Computer equipment leasing agreements
434Software acquisition agreements
435Software end-user license agreements
436Computer maintenance, service and support contracts

Company policy(ies) regarding the use of computer
438 equipment
439Company policy(ies) regarding the use of software
Documents relating to the development of any
440 software

What systems use third-party software, and which
ones use custom-built solutions? List all 3rd party
441 software
Are the third-party systems licensed or under
maintenance contracts, and are the most recent
versions installed? List Versions for each & fees for all
442 licensing & maintenance contracts
To what degree have third-party systems been
modified? Have they been so altered that they can no
443 longer be upgraded?
Are user computers monitored for unauthorized
444 software installations?
Are software copies secured and only released with
445 proper authorization?
What is the level of difficulty anticipated to integrate

446 the company’s databases into another system?
Are there adequate backup systems in place with
offsite storage, both for the corporate-level databases
447 and for individual computers? Describe
What is the level of security required for access to the
448 company’s servers?
N- Immovables
Immovables Owned by the Company

449List of immovables owned by the Company
450Acquisition agreements for each immovable
Hypothecary agreements (real estate mortgage deeds)
451 affecting each immovable
Renewal of hypothecary agreements (real estate
452 mortgage deeds)
Deeds of servitude (deeds of easement) affecting each
453 immovable
454Up to date certificates of location for each immovable

Valuation reports on the immovables, obtained or
455 prepared during the last five (5) years
456Title search reports on the immovable
457Extract of the land register for each immovable
Real estate, municipal, school, business and other tax
458 statements for the last five (5) years
List of real estate owned, leased, or used by the

Company, stating whether owned or leased (whether
lessor or lessee) and brief description of property,
structures, zoning, estoppel letters, reversions or
remainders, lease provisions (including assignment
and renewal), use, and location; furnish copies of
mortgages, deeds, surveys, maps, profits, rights of
way, easements, leases, and other contracts.
Correspondence regarding the immovables received
from/sent to the municipality, including all notices of
default or non-compliance, during the last five (5)
459 years
Lease agreements for any item leased by the Company
and located in or on any immovable (e.g: water
460 heater, trash container, etc.)
Construction, improvement, renovation, expansion,

demolition or other agreements (including all tenders)
relating to work carried out or to be carried out in or
461 on the immovables during the last five (5) years
462Other (specify): ……………………………
Immovables Leased by the Company (as Lessor)

List of immovables (or portions thereof) leased by the
463 Company, in its capacity as lessor
Lease agreements for each of the said immovables (or
464 portions thereof)
465Lease renewal or non-renewal agreements
466Notices of default relating to any lease
Ancillary documents relating to each of the said
467 immovables (or portions thereof)
• Letters of understanding
• Addenda
• By-Laws of the immovable
468Other (specify): ……………………………
Copies of zoning variances and local permits
List of agreements with railroads, pipeline agreements,
agreements relating to water rights, mining claims,
and royalty agreements
Immovables Leased by the Company (as Principal Lessee)

List of immovables (or portions thereof) leased by the
469 Company, in its capacity as principal lessee
• Address of the immovable
Name, address and telephone number of the owner of
• the immovable
Lease agreements for each of the said immovables (or
470 portions thereof)
471Lease renewal or non-renewal agreements
472Notices of default relating to any lease
• Addenda
476 years
Lease agreements for any item leased by the Company
and located in or on any immovable (e.g: water
477 heater, trash container, etc.)

479Other (specify): ……………………………
Immovables Leased by the Company (as Sub lessee)

List of immovables (or portions thereof) subleased by
480 the Company, in its capacity as sub lessee
• Address of the immovable
• Name, address and telephone number of the sublessor

Name, address and telephone number of the owner of
• the immovable
Sublease agreements for each of the said immovables
481 (or portions thereof)
482Sublease renewal or non-renewal agreements
483Notices of default relating to any sublease
• Addenda
487 years
Lease agreements for any item leased or subleased by

the Company and located in or on any immovable
488 (e.g: water heater, trash container, etc.)

490Other (specify): ……………………………
O- Insurance
List of all insurance companies with which the

500 Company has dealt during the last five (5) years
Name, address and telephone number of the insurance
• company
Name, address and telephone number of the insurance
• broker

• E-mail address
Insurance policy(ies) covering the Company’s movable
501 property (personal property)
• Name of the insurance company
• Name of the insurance broker
• Amount of coverage
• Premium payable
• Name, address and telephone number of beneficiaries

Insurance policy(ies) covering the Company’s rolling
502 stock (e.g: cars, trucks, etc.)
• Premium payable

Insurance policy(ies) covering the Company’s
503 immovable property (real property)
• Premium payable

Title insurance policy(ies) covering the Company’s
504 immovables
• Premium payable

Insurance policy(ies) covering the Company’s public
505 liability
• Premium payable

Insurance policy(ies) covering the Company’s
506 professional liability
• Premium payable

Business interruption insurance policy(ies) covering the
507 Company’s operations
• Premium payable

Insurance policy(ies) covering the liability of the
508 Company’s directors and officers
• Premium payable

Life insurance or disability policy(ies) covering the
Company’s employees (including the directors and
509 officers)
• Premium payable

Insurance policy(ies) covering the health (e.g: dental,
eye, medication, hospitalization, etc.) of the
Company’s employees (including the directors and
510 officers)
• Premium payable

Insurance policy(ies) covering environmental liability
511 (including the directors and officers)
• Premium payable

512All other individual or group insurance policies
Documents relating to every insurance claim made
514Other (specify): ……………………………

A schedule and copies of the Company's general

liability, personal and real property, product liability,
errors and omissions, key-man, directors and officers,
515 worker's compensation, and other insurance.
A schedule of the Company's insurance claims history
516 for past three years.
Is there a risk management officer? What is this
517 person’s job description?
Does the company have an overall risk mitigation plan
518 that it updates regularly?
Review all corporate insurance, using a schedule from
the company’s insurance agency. If there is material
pending litigation, determine the extent of insurance
coverage and obtain insurance company confirmation.
Note whether insurance terms are for “claims made”
or “claims incurred,” as well as the amounts of
519 deductibles.
Have aggregate insurance amounts been penetrated,
or is there is history of coming close to the aggregate
520 totals?
Have there been substantial premium adjustment in
521 the past?
To what extent does the company self-insure its
activities? Are there uninsured risks that the
company does not appear to be aware of or is
522 ignoring.
P- Internet
525List of URLs linked to the Company’s Web site
List of URLs (other than those linked to the Company’s

526 Web site) which belong to the Company
Contracts, letters of understanding or correspondence

establishing or confirming any agreement with a third
party regarding the Company’s Web site (e.g: design,
hosting, maintenance, etc.) or regarding any business
operations or activities involving the Company or its
527 Web site, services or products
528List of e-mail addresses used

Contracts, letters of understanding or correspondence

establishing or confirming any agreement with an
Internet service provider regarding, among other
529 things, hosting of the Company’s Web site
Notice of default, formal demand or other complaint

document potentially affecting the use, ownership or
530 enjoyment of the Web site or the e-mail addresses
531
532Other (specify): ……………………………
Does the company use the Internet for internal use as
an interactive part of operations? What functions are
533 used in this manner?
Has the company’s firewall ever been penetrated, and
how sensitive is the information stored on the
534 company network’s publicly available segments?
Does the company provide technical support
535 information through its Web site?
Are Web site usage statistics tracked? If so, how are
536 they used for management decisions?
In what way could operational costs decrease if the
company’s customers interacted with it through the
537 Internet?
Q- Environment
List of employees with technical or legal skills related

550 to the environment
Investigation of a contaminated or potentially
• contaminated site
Determination of the Company’s liability regarding its

• operations and their impact on the environment
551List of underground reservoirs
• Description and contents of the reservoir
• Age of the reservoir
• Condition of the reservoir
Surveys of the soil, subsoil or immovables and other
surveys carried out by a government agency or by
552 experts during the last five (5) years
Reports or correspondence related to environmental

inspections, examinations or analyses (including
impact studies, characterization studies, etc.) carried
553 out during the last five (5) years

Licenses, permits, manifests, authorizations,
certificates or exemptions issued under any
environmental quality or environmental protection
legislation (including all laws, regulations, decrees,
554 orders, etc.)
Documents relating to the disposal of contaminated
555 soil or hazardous waste
556Company policy regarding environmental protection

• Recycling
• Waste disposal
All reports, studies, and reviews related to the
potential effect on the Company or its Subsidiaries,
individually or collectively, of any pending or proposed
Federal or State or County regulations or regulatory
• changes.
Contracts for services, and service, maintenance and
other contracts entered into with any environmental
557 consultant
Prior notices, official reports, notices of default, notices

of violation, warnings, summons, orders, orders to
appear, fines, legal notices, judicial notices, or any
other instrument or procedure issued by a competent
authority in virtue of, or pursuant to the violation of
any environmental quality or protection legislation,
558 received during the last five (5) years
Agreements entered into with the government or any

559 government agency during the last five (5) years
Contracts relating to any environmental work
560 performed
Documents relating to any complaint made against the
Company by a third party (e.g: neighbor) regarding an
561 environmental problem
562Other (specify): ……………………………
Environmental audits, if any, for each property leased
563 by the Company or its Subsidiaries.
A listing of hazardous substances used in the
564 Company's operations.
565 A description of the Company's disposal methods.
566 A list of environmental permits and licenses.
Copies of all correspondence, notices and files related
567 to EPA, state, or local regulatory agencies.
A list identifying and describing any environmental
568 litigation or investigations.

A list identifying and describing any known superfund
569 exposure.
A list identifying and describing any contingent
environmental liabilities or continuing indemnification
570 obligations.
Copies of any governmental licenses, permits or
571 consents.
Review any correspondence during the past five years

with the Environmental Protection Agency, State or
County Regulatory Agencies, Occupational Safety and
Health Administration or Dept of Transportation. Are
there any ongoing investigations or suggestions of
572 violations by any of these agencies.
All recent and current compliance orders, notices of

noncompliance or violations, fines, penalties,
citations, or complaints for failure by the Company or
any of its subsidiaries to comply with applicable law,
including without limitation, food, drug laws,
environmental laws, consumer laws, occupational
Health and safety laws, labors laws, consumer laws,
and all measures to insure compliance.
All pollution control capital expenditure reports

(including budget requests) for the past five years.
All annual reports or other documents related to
hazardous waste or pesticide management over the
past five years
All documents relating to equipment using PCB's,
spills of PCB's, or worker exposure to PCB's, and all
documents relating to existence or removal of
asbestos.
All documents or notices related to any customer or
employee related matters concerning exposure to
any chemicals at this Company site or subsidiaries
sites
R- Operations
600List of all the Company’s places of business

• Complete address
• Telephone number(s)
• Telecopier number(s)
• Name of the person in charge
Acquisition, lease or leasing agreements relating to
601 items with a value greater than $3,000
Offers or promises to purchase, whether or not
accepted, relating to items with a value greater than
602 $3,000
Cooperative, joint venture, strategic alliance,

partnership, cooperation and other agreements
603 entered into between the Company and third parties
604Consignment or conditional sale agreements
Contracts with any agent, agency, broker or brokerage
605 firm
Organization chart or internal organization plan of the
606 Company (e.g: by sector, division, plant, etc.)
Studies, memos, reports and other documents
regarding the market in which the Company operates
607 or may operate
608Documents relating to foreign operations
Contracts entered into outside the ordinary course of
609 business during the last five (5) years
Documents relating to any certification granted to the
610 Company (e.g: ISO)
Documents relating to every warranty granted by the
611 Company on the products sold by it
612Other (specify): ……………………………
Determine the facility overhead cost required for
613 minimum, standard, and maximum capacity.
Ascertain the amount of capital replacements needed
614 in the near future.
Determine the periodic maintenance cost of existing
615 equipment.
Determine the maximum sustainable production
616 capacity by production line.
Estimate the cost of modifications needed to increase

617 the capacity of each production line or facility.
Does the company have a push or pull manufacturing
618 system?
Does the company practice constraint management
619 techniques?
Does the company use work cells or continuous
620 assembly lines?
Is there an adequate industrial engineering staff?
Does it have an ongoing plan for process
621 improvement?
What is the production area safety record? What
types of problems have caused safety failures in the
622 past?

623What issues have caused shipping delays in the past?

What is the history of product rework, and why have
624 rework problems arisen?
S- Franchise
Franchise agreements entered into between the

650 Company and any franchisor
Other contracts or documents ancillary to a franchise
651 agreement
652Operations manuals provided by the franchisor
653Notices of default received from franchisors
654Other (specify): ……………………………
T- Marketing
Press releases issued by the Company during the last

675 five (5) years
Newspaper and magazine articles relating to the
676 Company during the last five (5) years
Reference letters and written testimonials from
677 customers
Advertising pamphlets and other promotional
678 documents
679Printed advertisements
680Media plan
Advertising agreements entered into during the last
681 five (5) years
Studies, surveys and inspections carried out during the
List of associations, chambers of commerce and other

organizations to which the Company belongs or to
which any director, senior executive, shareholder or
683 employee belongs as a representative of the Company
684List of telephone numbers used by the Company
• Regular line(s)
• Toll free line(s) (for callers)
• Mobile telephone(s)
• Pager(s)
• Other
Contracts and invoices relating to the said telephone
685 numbers
• Regular line(s)
• Toll free line(s) (for callers)
Acquisition agreements relating to any telephone
686 system
Maintenance agreements relating to any telephone
687 system
688Agreement for services with any call centre
689List of telecopier numbers used by the Company
Contracts and invoices relating to the said telecopier
690 numbers
Acquisition agreements relating to any telecopier
691 system
Maintenance agreements relating to any telecopier
692 system
Notice of default, formal demand or other complaint
document potentially affecting the use, ownership or
enjoyment of the said telephone and telecopier
693 numbers
694Other (specify): ……………………………
695What is the size of the market?
696How is the market segmented?
What is the market’s projected growth and
697 profitability?
698What are the factors affecting growth and profitability?

What are the trends in the number of competitors and
their size, product innovation, distribution, finances,
699 regulation, and product liability?
Obtain a list of all customers who have stopped doing

700 business with the company in the last three years.
Determine the amount of ongoing maintenance
701 revenue from standard products.
Obtain copies of all outstanding proposals, bids, and
702 offers pending award.
Obtain copies of all existing contracts for products or

703 services, including warranty and guarantee work.
What is the sales strategy (e.g., add customers,
increase support, increase penetration into existing
704 customer base, pricing, etc.).
What is the structure of the sales organization? Are
705 there independent sales representatives?
706Obtain the sales organization chart.
707How many sales personnel are in each sales position?

708What is the sales force’s geographic coverage?
What is the sales force’s compensation, split by base
709 pay and commission?
710What was the sales per salesperson for the past year?
What was the sales expense per salesperson for the
711 past year?
What is the sales projection by product for the next 12
712 months?
Into what category do customers fall – end users,
713 retailers, OEMs, wholesalers, and/or distributors?
How many customers are there for each product,
714 industry, and geographic region?
715What is the average order size?
Does the company have an Internet store? Does the

site accept on-line payments and orders? What
716 percentage of total sales come through this medium?
What is the structure of the technical support group?
How many people are in it, and what is their
717 compensation?
Does the company use e-mail for marketing
718 notifications to customers?
What are the proportions of sales by distribution
719 channel?
How many customers can the company potentially
market its products to? What would be the volume by
720 customer?
What is the company’s market share? What is the
721 trend?
Are there new markets in which the products can be
722 sold?
723Any supply or service agreements.
A description or copy of the Company's purchasing
724 policies.
725A description or copy of the Company's credit policy.

726A schedule of unfilled orders.
A list and explanation for any major customers lost
727 over the last two years.
All surveys and market research reports relevant to the
728 Company or its products or services.
The Company's current advertising programs,
marketing plans and budgets, and printed marketing
729 materials.
730A description of the Company's major competitors.
U- Clientele

750List of the Company’s customers
• Name, address and telephone number of the customer

• Name of the customer’s authorized representative
• Annual sales figures for the last five (5) years
• Terms and conditions of payment granted
List of contracts entered into with the government or
751 with any government agency
Supply contracts, contracts for services and other
contracts entered into with the government or any
752 government agency, during the last five (5) years
753Company policies regarding credit
754Company policies regarding collections
755Line of credit agreements
756List of accounts receivable
• Age (current, 30 days, 60 days, etc.)
• Amount
Notices of default sent to customers during the last
757 five (5) years
758Documents relating to provisions for bad debts
Agreements or undertakings not to solicit customers

759 signed by third parties in favor of the Company
Agreements or undertakings not to solicit customers

760 signed by the Company in favor of third parties
Correspondence sent to/received from any customer

regarding problems relating to the services/products
761 provided by the Company during the last five (5) years
762 How concentrated are sales among the top customers?

What is the distribution of sales among the various
763 products and services?
764What is the current sales backlog by customer?
What is the seasonality of sales? Are sales unusually

765 subject to changes in the business cycle?
What is the financial condition of key customers?
Does it appear that their businesses are sufficiently
robust to continue supporting purchases from the
766 company?
How long has the company had sales relationships
767 with its key customers?

How profitable is each of the key customer accounts?

Do any customers require a disproportionate amount
768 of servicing, or require special terms and conditions?
Itemize any customer contracts that are coming up for
renewal, and likely changes to the key terms of those
769 agreements.
Is there a history of complaints from any customers?
How profitable are the customers who appear to be
770 the most dissatisfied?
V- Suppliers, Subcontractors and Consultants
List of the Company’s suppliers, subcontractors and

800 consultants
Name, address and telephone number of the supplier,
• subcontractor or consultant
• Name of its authorized representative
• Nature of the products/services in question
• Annual volume of purchases
• Terms and conditions of payment granted
801Line of credit agreements
802List of accounts payable
• Age (current, 30 days, 60 days, etc.)
• Amount
Notices of default received by the Company during the
Supply contracts (whether or not exclusive) entered
804 into with suppliers
Contracts for services, and maintenance, service and
other contracts relating to obligations to be performed
805 at regular intervals
806Contracts for services entered into with subcontractors
807Consulting agreements entered into with consultants

Distribution agreements (whether or not exclusive)
808 entered into with distributors
809Selling agency agreements
810Outsourcing agreements
Contracts (including purchase orders) involving a
disbursement exceeding $………… per year for a period
811 of more than one year.
Correspondence sent to/received from any supplier,
consultant or subcontractor regarding problems
relating to the services/products provided by it during
Documents relating to liability arising from defective
813 products
Opinions, reports or studies prepared by any expert at
814 the Company’s request:
• Lawyer
• Accountant
• Tax expert
• Environmental advisor
• Engineer
• Appraiser
• Actuary
• Insurance broker
• Land surveyor
• Other (specify)
815Other (specify): ……………………………
A schedule of all subsidiary, partnership, or joint
venture relationships and obligations, with copies of all
816 related agreements.
Copies of all contracts between the Company and any

817 officers, directors, 5-percent shareholders or affiliates.
All loan agreements, bank financing arrangements, line
of credit, or promissory notes to which the Company is
818 a party.
All security agreements, mortgages, indentures,
819 collateral pledges, and similar agreements.
820All guaranties to which the Company is a party.
821Any installment sale agreements.
Any distribution agreements, sales representative
agreements, marketing agreements, and supply
822 agreements.
Any letters of intent, contracts, and closing transcripts
from any mergers, acquisitions, or divestitures within
823 last five years.
Any options and stock purchase agreements involving
824 interests in other companies.
The Company's standard quote, purchase order,
825 invoice and warranty forms.
All nondisclosure or noncompetition agreements to
826 which the Company is a party.
827All other material contracts.
W- Employees
850 The Company's organizational chart.

Documents relating to the process of recruiting, hiring,
evaluating, promoting, transferring, laying off and
851 dismissing employees
List of the Company’s employees (including senior
852 executives and directors)
• Date of hire
• Position held
Type of position (e.g: permanent, part-time, casual,
• etc.)
• Description of tasks
• Employment history (promotions, etc.)
Current remuneration (salary, commissions, bonuses,
• stock options, etc.)
• Employee benefits and other benefits
• Current status (e.g: working, sick leave, etc.)
• Training records
List of the Company’s key employees (including senior
853 executives and directors)
• Date of hire
• Position held
• etc.)
• Training Records
List of employees currently on sick leave or disability

854 leave (including senior executives and directors)
• Date of hire
• Position held
• etc.)
List of employees laid off or dismissed (including
senior executives and directors) during the last five (5)
855 years
• Date of hire
• Position held
• etc.)
List of employees having left the Company to work for
856 competitors during the last five (5) years
• Seniority
• Position held
• Remuneration
• Training records
857Hiring letters
858Employment contracts with employees
859Employment contracts with sales representatives
860Contracts for services with self-employed workers
Employee performance evaluations for the last five (5)
861 years
Employment termination agreements, release
agreements and other agreements entered into with
former employees of the Company during the last five
862 (5) years
Records of employment issued by the Company during
864Organization chart (hierarchical structure)
865Company policies of the Company
• Sexual harassment
• Conflicts of interest
• Repayment of expenses
• Overtime
• Etc.
866Employee handbook(s) or guide(s)
Human resources management handbook(s) or
867 guide(s)
868History of union activities within the Company
• First steps taken towards unionization
• Principal organizers
• Certification process

• Name, address and telephone number of the union

Name, address and telephone number of the union
• president
Name, address and telephone number of the union
• steward (s)
• Strikes, lock-outs and other work stoppages
Collective agreements with any union (including all
869 amendments & MOU's)
870Draft collective agreements with any union
871Letters of understanding with any union
List of grievances filed against the Company during the
Documents relating to every grievance filed against
873 the Company during the last five (5) years
List of grievances filed by the Company during the last
874 five (5) years
Documents relating to every grievance filed by the
Judgments or arbitration decisions rendered during the
Brief description of "labor unrest" situations, all
pending or threatened labor strikes, or other trouble
experienced by the Company and its subsidiaries in the
last five years.
Documents relating to every claim regarding
employment injuries made during the last five (5)
877 years
Understandings, agreements and other types of
undertakings entered into by the Company with
respect to all or part of the remuneration or employee
benefits (e.g: bonuses, pensions, incentive bonuses,
deferred compensation, profit-sharing, group
878 insurance, etc.)
879Documents relating to pension funds
• History of contributions
• Current status of the fund
• Revision of actuarial tables
880Documents relating to all employee benefits
881Documents relating to all group health plans
• Medical
• Dental
• Eye
• Other (specify)
Agreements or undertakings not to solicit personnel

882 signed by third parties in favor of the Company
Agreements or undertakings not to solicit personnel

883 signed by the Company in favor of third parties
Documents relating to any sexual harassment
complaint made against any director, senior executive,
shareholder or employee of the Company during the
Documents relating to any complaint of discrimination
(based on age, gender, etc.) made against the
Equipment loan or lease agreements entered into with
directors, senior executives, shareholders or
• Name and address of borrower
Nature of equipment loaned (e.g: notebook computer,
• automobile, etc.)
• Terms and conditions of the loan or lease
• Current status
Agreements for the loan of money entered into with
directors, senior executives, shareholders or
• Name and address of borrower
• Interest rate
• Current status
888List of positions currently vacant
• Title of position
• Department in question
• Date position became vacant
• Steps taken to fill the position
• Current status
Obtain copies of the most recently filed EEO-1 and
889 VETS-100 forms.
890Obtain copies of any affirmative action plans.
Obtain copies of any open charges of discrimination,

complaints, or related litigation, or any such cases that
891 have been closed within the past five years.
892Open Workers compensation cases - provide details
893Pending Workers compensation cases provide details

894Pending Liabilities for Short or Long term disability

A list of employee benefit plans, single or multi
employer, or rights, including stock plans, pension
plans, ERISA plans, management bonus plans, sales
rep bonus plans, general profit sharing, retiree medical
insurance or life insurance, and agreements related
thereto. A description of the funding status of any of
895 the foregoing.
All employment, consulting, nondisclosure, no
solicitation or noncompetition agreements between the
896 Company and any of its employees.
897Resumes' of key employees.
The Company's personnel handbook and a schedule of
all employee benefits and holiday, vacation, and sick
898 leave policies.
Summary plan descriptions of qualified and non-
899 qualified retirement plans.
900Copies of collective bargaining agreements, if any.
A description of all employee problems within the last
three years, including alleged wrongful termination,
901 harassment, and discrimination.
A description of any labor disputes, requests for
arbitration, or grievance procedures currently pending
902 or settled within the last three years.
A list and description of benefits of all employee health
and welfare insurance policies or self-funded
903 arrangements.
904A description of worker's compensation claim history.

A description of unemployment insurance claims
905 history.
Copies of all stock option and stock purchase plans
906 and a schedule of grants there under.
Obtain a list of all employees, their current

compensation, compensation for the prior year, date
907 of hire, date of birth, race, sex, and job titles.
Obtain a list of all inactive employees, stating the
reason for their inactive status and the prognosis for
908 their return.
909 Obtain copies of the I-9 forms for all active employees.
910Obtain copies of any employment agreements.
Obtain copies of performance evaluation criteria and
911 bonus plans.

Obtain copies of any non-compete, intellectual
property, and/or confidentiality agreements. Also
obtain copies of non-compete agreements that
912 currently apply to terminated employees.
Obtain copies of any salesperson compensation
913 agreements.
Obtain copies of any director compensation
914 agreements.
Summarize any loan amounts and terms to officers,
915 directors, or employees.
916Obtain any union labor agreements.
Determine the number of states to which payroll taxes
917 must be paid.
918Obtain a copy of the employee manual.
Conduct background investigations on principal
919 employees.
Summarize the names, ages, titles, education,
experience, and professional biographies of the senior
920 management team.
921Obtain copies of employee resumes.
What has been the employee turnover rate for the
922 past two years?
Obtain a list of all involuntary terminations within the
past year, stating the reason for termination and the
age, sex, race, and disability status of each person
923 terminated.
Review accrued 401k benefits. What is the company
contribution percentage? What is the level of
924 employee participation?
Obtain copies of all pension plan documents,
925 amendments, and letters of determination.
Obtain copies of the pension assets, liabilities,
926 expenses, and audits for the past three years.
Determine the funding status of the company pension
plan, and the ten year projected cash expense
927 associated with it.
Itemize all fringe benefits, along with current and
projected employee eligibility for and participation in
928 each one.
Obtain a list of all former employees using COBRA
coverage, and the dates on which their access to
929 COBRA coverage expires.
Itemize all executive perquisites above the standard
benefits package, and the extent of these expenses for
930 the past two years.

Culture:
What type of command structure is used? Does it vary
950 by department?
Is there a set of standard policies and procedures that
govern most processes? How closely do employees
951 adhere to it?
What practices does the company use to retain
952 employees?
What types of social functions do employees engage in
953 as a group?
Does the company generally promote from within, or
954 from the outside?
What types of training does the company require of its
955 employees?
What types of indoctrination programs are used for
956 new employees?
What types of awards and ceremonies are used to
957 recognize employee achievements?
What level of customer service is the company

accustomed to provide? Does it support “above and
958 beyond” levels of support, and publicize these efforts?
What dress code does it allow? Does this vary by
959 location?
What type of feedback mechanisms are used to
960 discuss issues about employee performance?
How does the company disseminate information to its
employees? Is it a more formal method, such as a
monthly newsletter, or more informal employee
961 meetings?
What is the physical environment? Does the company
emphasize low costs with cheap furnishings, or more
962 expensive surroundings?
Is there a sense of urgency in completing tasks, or is
963 the environment more relaxed?
X- Competition
964List of the Company’s top ten (10) competitors

• Company’s position in this list
Industry studies, reports, reviews or other documents
regarding the competition faced or likely to be faced
965 by the Company
• Company’s market share

• Competitive advantages and disadvantages
966Other (specify): ……………………………
Y- Research and Development
Documents regarding research and development

967 carried out by the Company
Research and development contracts signed by the
969Other (specify): ……………………………
Z- Miscellaneous
All other Information reasonably required by the

975 Purchaser
All other Information regarding any matter liable to
976 give rise to a claim for a brokerage fee
All other Information regarding any fact which is
necessary or useful so that the due diligence is
977 complete and does not mislead the Purchaser
978Other (specify): ……………………………

DECLARATION
The undersigned, ……………………………………………………………..……………………....,

domiciled and residing at …………………………………………………………………..………………,
hereby declares as follows:
I am the ………………………………………………………………..……. and

duly authorized representative of the Company (OR: the Vendor);
all Information provided on and in support of this Checklist is complete and accurate.
SIGNED IN ....................................................................... (.....) COUNTERPARTS,

PRINTED ....................................................................... DATED……………………
SIGNED IN ....................................................................... (.....) COUNTERPARTS,

PRINTED ....................................................................... DATED……………………
IN THE CITY & STATE OF ..................................................................................,

PROVINCE (OR: STATE, DEPARTMENT, ETC.) OF ……………………..…………..........,
__________________________
Notary Signature
STAMP
Sworn Before me this date of ____________________________________
Confidential Document Propoerty of Tradebe Corp. 2

A. Organization and Good Standing.
The Company's Articles of Incorporation, and all

amendments thereto. _x000D_
The Company's Bylaws, and all amendments thereto.
The Company's minute book, including all

minutes and resolutions of shareholders and
directors, executive committees, and other governing
groups. _x000D_
The Company's organizational chart.
The Company's list of shareholders and number

of shares held by each. _x000D_ Copies of agreements relating to options, voting trusts, warrants, puts, calls, subscriptions, and
convertible securities.
A Certificate of Good Standing from the Secretary

of State of the state where the Company is
incorporated. _x000D_
Copies of active status reports in the state of incorporation for the last three years.
A list of all states where the Company is

authorized to do business and annual reports for the
last three years. _x000D_ A list of all states, provinces, or countries where the Company owns or leases property, maintains
employees, or conducts business.
A list of all of the Company's assumed names and

copies of registrations thereof. _x000D_
B. Financial Information. _x000D_
Audited financial statements for three years, together with Auditor's Reports.
The most recent unaudited statements, with

comparable statements to the prior year. _x000D_
Auditor's letters and replies for the past five years.
The Company's credit report, if available.
_x000D_
Any projections, capital budgets and strategic plans.
Analyst reports, if available. _x000D_
A schedule of all indebtedness and contingent liabilities.
A schedule of inventory. _x000D_
A schedule of accounts receivable.
A schedule of accounts payable. _x000D_ A description of depreciation and amortization methods and changes in accounting methods over
the past five years.
Any analysis of fixed and variable expenses.
_x000D_
Any analysis of gross margins.
The Company's general ledger. _x000D_
A description of the Company's internal control procedures.
C. Physical Assets.
A schedule of fixed assets and the locations

thereof. _x000D_
All U.C.C. filings.
All leases of equipment. _x000D_
A schedule of sales and purchases of major capital equipment during last three years.
D. Real Estate.
A schedule of the Company's business locations.

_x000D_ Copies of all real estate leases, deeds, mortgages, title policies, surveys, zoning approvals, variances
or use permits.
E. Intellectual Property.
A schedule of domestic and foreign patents and

patent applications. _x000D_
A schedule of trademark and trade names.
A schedule of copyrights. _x000D_
A description of important technical know-how.
A description of methods used to protect trade

secrets and know-how. _x000D_
Any "work for hire" agreements.
A schedule and copies of all consulting

agreements, agreements regarding inventions, and
licenses or assignments of intellectual property to or
from the Company. _x000D_
Any patent clearance documents.
A schedule and summary of any claims or

threatened claims by or against the Company
regarding intellectual property. _x000D_
F. Employees and Employee Benefits. _x000D_ A list of employees including positions, current salaries, salaries and bonuses paid during last three
years, and years of service.
All employment, consulting, nondisclosure,

nonsolicitation or noncompetition agreements
between the Company and any of its employees.
_x000D_
Resumés of key employees.
The Company's personnel handbook and a

schedule of all employee benefits and holiday,
vacation, and sick leave policies. _x000D_
Summary plan descriptions of qualified and non-qualified retirement plans.
Copies of collective bargaining agreements, if

any. _x000D_ A description of all employee problems within the last three years, including alleged wrongful
termination, harassment, and discrimination.
A description of any labor disputes, requests for

arbitration, or grievance procedures currently pending
or settled within the last three years. _x000D_ A list and description of benefits of all employee health and welfare insurance policies or self-
funded arrangements.
A description of worker's compensation claim

history. _x000D_
A description of unemployment insurance claims history.
Copies of all stock option and stock purchase

plans and a schedule of grants thereunder. _x000D_
G. Licenses and Permits. _x000D_
Copies of any governmental licenses, permits or consents.
Any correspondence or documents relating to

any proceedings of any regulatory agency. _x000D_
H. Environmental Issues. _x000D_
Environmental audits, if any, for each property leased by the Company.
A listing of hazardous substances used in the

Company's operations. _x000D_
A description of the Company's disposal methods.
A list of environmental permits and licenses.
_x000D_
Copies of all correspondence, notices and files related to EPA, state, or local regulatory agencies.
A list identifying and describing any

environmental litigation or investigations. _x000D_
A list identifying and describing any known superfund exposure.
A list identifying and describing any contingent

environmental liabilities or continuing indemnification
obligations. _x000D_
I. Taxes. _x000D_
Federal, state, local, and foreign income tax returns for the last three years.
States sales tax returns for the last three years.

_x000D_
Any audit and revenue agency reports.
Any tax settlement documents for the last three

years. _x000D_
Employment tax filings for three years.
Excise tax filings for three years. _x000D_
Any tax liens.
J. Material Contracts.
A schedule of all subsidiary, partnership, or joint

venture relationships and obligations, with copies of
all related agreements. _x000D_ Copies of all contracts between the Company and any officers, directors, 5-percent shareholders or
affiliates.
All loan agreements, bank financing

arrangements, line of credit, or promissory notes to
which the Company is a party. _x000D_
All security agreements, mortgages, indentures, collateral pledges, and similar agreements.
All guaranties to which the Company is a party.

_x000D_
Any installment sale agreements.
Any distribution agreements, sales representative

agreements, marketing agreements, and supply
agreements. _x000D_ Any letters of intent, contracts, and closing transcripts from any mergers, acquisitions, or
divestitures within last five years.
Any options and stock purchase agreements

involving interests in other companies. _x000D_
The Company's standard quote, purchase order, invoice and warranty forms.
All nondisclosure or noncompetition agreements

to which the Company is a party. _x000D_
All other material contracts.
K. Product or Service Lines.
A list of all existing products or services and

products or services under development. _x000D_ Copies of all correspondence and reports related to any regulatory approvals or disapprovals of any
Company's products or services.
A summary of all complaints or warranty claims.

_x000D_ A summary of results of all tests, evaluations, studies, surveys, and other data regarding existing
products or services and products or services under development.
L. Customer Information.
A schedule of the Company's twelve largest

customers in terms of sales thereto and a description
of sales thereto over a period of two years. _x000D_
Any supply or service agreements.
A description or copy of the Company's

purchasing policies. _x000D_
A description or copy of the Company's credit policy.
A schedule of unfilled orders. _x000D_
A list and explanation for any major customers lost over the last two years.
All surveys and market research reports relevant

to the Company or its products or services. _x000D_ The Company's current advertising programs, marketing plans and budgets, and printed marketing
materials.
A description of the Company's major

competitors. _x000D_
M. Litigation. _x000D_
A schedule of all pending litigation.
A description of any threatened litigation.
_x000D_
Copies of insurance policies possibly providing coverage as to pending or threatened litigation.
Documents relating to any injunctions, consent

decrees, or settlements to which the Company is a
party. _x000D_
A list of unsatisfied judgments. F. Employees and Employee Benefits.
N. Insurance Coverage.
A schedule and copies of the Company's general

liability, personal and real property, product liability,
errors and omissions, key-man, directors and officers,
worker's compensation, and other insurance. _x000D_
A schedule of the Company's insurance claims history for past three years.
O. Professionals.
A schedule of all law firms, accounting firms,

consulting firms, and similar professionals engaged by
the Company during past five years. _x000D_
P. Articles and Publicity. _x000D_
Copies of all articles and press releases relating to the Company within the past three years.
Sample Due Diligence ChecklistMarket Overview:
What is the size of the market?_x000D_
How is the market segmented?
What is the market's projected growth and

profitability?_x000D_
What are the factors affecting growth and profitability?
What are the trends in the number of

competitors and their size, product innovation,
distribution, finances, regulation, and product
liability?_x000D_
Corporate Overview:_x000D_
When and where was the company founded, and by whom?
What is its history of product development?
_x000D_
What is the history of the management team?
Has the corporate location changed?_x000D_
Have there been ownership changes?
Have there been acquisitions or divestitures?
_x000D_
What is its financial history?
Culture:
What type of command structure is used? Does it

vary by department?_x000D_ Is there a set of standard policies and procedures that govern most processes? How closely do
employees adhere to it?
What practices does the company use to retain

employees?_x000D_
What types of social functions do employees engage in as a group?
Does the company generally promote from

within, or from the outside?_x000D_
What types of training does the company require of its employees?
What types of indoctrination programs are used

for new employees?_x000D_
What types of awards and ceremonies are used to recognize employee achievements?
What level of customer service is the company

accustomed to provide? Does it support above and
beyond" levels of support, and publicize these efforts?
What dress code does it allow? Does this vary by

location?_x000D_
What type of feedback mechanisms are used to discuss issues about employee performance?
How does the company disseminate information

to its employees? Is it a more formal method, such as
a monthly newsletter, or more informal employee
meetings?_x000D_ What is the physical environment? Does the company emphasize low costs with cheap furnishings,
or more expensive surroundings?
Is there a sense of urgency in completing tasks, or

is the environment more relaxed?_x000D_
Personnel:_x000D_ Obtain a list of all employees, their current compensation, compensation for the prior year, date of
hire, date of birth, race, sex, and job titles. I. Taxes.
Obtain a list of all inactive employees, stating the

reason for their inactive status and the prognosis for
their return._x000D_
Obtain copies of the I-9 forms for all active employees.
Obtain copies of any employment

agreements._x000D_
Obtain copies of performance evaluation criteria and bonus plans.
Obtain copies of any non-compete, intellectual

property, and/or confidentiality agreements. Also
obtain copies of non-compete agreements that
currently apply to terminated employees._x000D_
Obtain copies of any salesperson compensation agreements.
Obtain copies of any director compensation

agreements._x000D_
Summarize any loan amounts and terms to officers, directors, or employees.
Obtain any union labor agreements._x000D_
Determine the number of states to which payroll taxes must be paid.
Obtain a copy of the employee manual._x000D_
Conduct background investigations on principal employees.
Summarize the names, ages, titles, education,

experience, and professional biographies of the senior
management team._x000D_
Obtain copies of employee resumes.
What has been the employee turnover rate for

the past two years?_x000D_ Obtain a list of all involuntary terminations within the past year, stating the reason for termination
and the age, sex, race, and disability status of each person terminated.
Obtain a copy of the organization chart._x000D_

Benefits:_x000D_ Review accrued 401k benefits. What is the company contribution percentage? What is the level of
employee participation?
Obtain copies of all pension plan documents,

amendments, and letters of determination._x000D_
Obtain copies of the pension assets, liabilities, expenses, and audits for the past three years.
Determine the funding status of the company

pension plan, and the ten year projected cash expense
associated with it._x000D_ Itemize all fringe benefits, along with current and projected employee eligibility for and
participation in each one.
Obtain a list of all former employees using COBRA

coverage, and the dates on which their access to
COBRA coverage expires._x000D_ Itemize all executive perquisites above the standard benefits package, and the extent of these
expenses for the past two years.
Intellectual Property:
Review all current patent, trademark, service

mark, trade name, and copyright agreements, and
note renewal dates._x000D_
Obtain an itemization of all pending patent applications.
Determine annual patent renewal costs._x000D_
Determine the current patent-related revenue stream.
Document the patent application process. Have List all trademark and service mark registrations and pending applications for registration. Verify
any potential patents not been applied for?_x000D_ that all affidavits of use and renewal applications have been filed, and prosecution of all pending
applications is current.
List all unregistered trademarks and service marks

used by the organization._x000D_ Collect and catalog copies of all publications and check for unlisted trademarks and service marks,
proper notification.
List all copyright registrations._x000D_
List all registered designs.
Does the company have any information that

provides a competitive advantage? If so, verify that
the information is marked as confidential."
Have all employees executed Invention

Assignment and Confidentiality agreements?_x000D_
Obtain copies of all licenses of intellectual property in which the company is the licensor or licensee.
List all lawsuits pertaining to intellectual property

in which the organization is a party._x000D_
Brands:_x000D_ Review any branding strategy documents. Does the company have a long-term plan for brand
support?
Review budgeted and actual expenditures for

customer support, marketing, and quality assurance
related to branding._x000D_
What types of advertising and promotion are used?
Ensure that the company has clear title to any

branded names._x000D_
How well is the brand supported on the company Web site?
Note the amount and trend of any legal fees

needed to stop brand encroachment._x000D_
Risk Management:_x000D_
Is there a risk management officer? What is this person's job description?
Review all corporate insurance, using a schedule from the company's insurance agency. If there is
Does the company have an overall risk mitigation material pending litigation, determine the extent of insurance coverage and obtain insurance
plan that it updates regularly?_x000D_ company confirmation. Note whether insurance terms are for "claims made" or "claims incurred,"
as well as the amounts of deductibles.
Have aggregate insurance amounts been

penetrated, or is there is history of coming close to
the aggregate totals?_x000D_
Have there been substantial premium adjustment in the past?
To what extent does the company self-insure its

activities? Are there uninsured risks that the company
does not appear to be aware of or is ignoring._x000D_
Capacity:_x000D_
Determine the facility overhead cost required for minimum, standard, and maximum capacity.
Ascertain the amount of capital replacements

needed in the near future._x000D_
Determine the periodic maintenance cost of existing equipment.
Determine the maximum sustainable production

capacity by production line._x000D_
Estimate the cost of modifications needed to increase the capacity of each production line or facility.
Assets:
Verify bank reconciliations for all bank accounts

harboring significant cash balances._x000D_
Obtain current detail of accounts receivable.
Determine the days of receivables outstanding

and the probable amount of bad debt. Review the bad
debt reserve calculation._x000D_
Obtain a list of all accounts and notes receivable from employees.
Obtain a list of all inventory items, and discuss

the obsolescence reserve. Determine the valuation
method used._x000D_ Obtain the current fixed asset listing, as well as depreciation calculations. Audit the largest items to
verify their existence.
Appraise the value of the most expensive fixed

assets._x000D_
Obtain an itemized list of all assets that are not receivables or fixed assets.
Ascertain the existence of any liens against

company assets._x000D_
Obtain any maintenance agreements on company equipment.
Is there an upcoming need to replace assets?
_x000D_
Discuss whether there are any plans to close, relocate, or expand any facilities.
Itemize all capitalized research and development

or software development expenses._x000D_
Determine the value of any net operating loss carryforward assets.
Liabilities:
Review the current accounts payable
listing._x000D_
Obtain a list of all accounts payable to employees.
Review the amount and terms of any other debt agreements. Review covenants in the debt
Review the terms of any lines of credit._x000D_ agreements, and determine if the company has breached the covenants in the past, or is likely to do
so in the near future.
Look for unrecorded debt._x000D_
Verify wage and tax remittances to all government entities, and that there are no unpaid amounts.
Review the sufficiency of accruals for wages,
vacation time, legal expenses, insurance, property
taxes, and commissions._x000D_
Obtain copies of all unexpired purchasing commitments (purchase orders, etc.).
Equity:
Obtain a shareholder list that notes the number

of shares held and any special voting rights._x000D_ Review all Board resolutions authorizing the issuance of stock to ensure that all shares are validly
issued.
Review all convertible debt agreements to which

the company or any subsidiary is a party. Note any
restrictions on dividends, on incurring extra debt, and
on issuing additional capital stock. Note any unusual
consent or default provisions. Note the conversion
trigger points._x000D_ Review any disclosure documents used in the private placement of securities or loan applications
during the preceding five years.
Review all documents affecting ownership, voting

or rights to acquire the company's stock for required
disclosure and significance to the purchase
transactions, such as warrants, options, security
holder agreements, registration rights agreements,
shareholder rights, or poison pill plans._x000D_
Profitability:_x000D_
Obtain audited financial statements for the last three years.
Obtain monthly financial statements for the

current year._x000D_
Obtain copies of federal tax returns for the last three years.
Determine profitability by product, customer, and

segment._x000D_
What are the revenues and profits per employee?
What is direct materials expense as a percentage

of revenue?_x000D_
How have revenues, costs, and profits been trending for the past three years?
How many staff are directly traceable to the

servicing of specific customer accounts?_x000D_ Are there any delayed expenses? Has the customer avoided necessary maintenance expenditures
or wage increases in order to boost profitability?
Has the company capitalized a disproportionate

amount of expenses?_x000D_ Obtain the budgets for the past three years. Does the company routinely achieve its budgets, or
does it fall short?
Cash Flow:
Construct a cash forecast for the next six months.

Will the company spin off or absorb cash?_x000D_
Review the trend line of work capital for the past year. How is it changing in relation to total sales?
Categorize working capital by segment, product

line, and customer. What parts of the business are
absorbing the most cash?_x000D_ Determine historical and projected capital expenditure requirements. Does the company have
enough cash to pay for its capital investment needs?
Customers:
How concentrated are sales among the top

customers?_x000D_
What is the distribution of sales among the various products and services?
What is the current sales backlog by customer?

_x000D_
What is the seasonality of sales? Are sales unusually subject to changes in the business cycle? O. Professionals.
What is the financial condition of key customers?

Does it appear that their businesses are sufficiently
robust to continue supporting purchases from the
company?_x000D_
How long has the company had sales relationships with its key customers?
How profitable is each of the key customer

accounts? Do any customers require a
disproportionate amount of servicing, or require
special terms and conditions?_x000D_ Itemize any customer contracts that are coming up for renewal, and likely changes to the key terms
of those agreements. A schedule of all law firms, accounting firms, consulting firms, and similar professionals engaged by the Company during past five years.
Is there a history of complaints from any

customers? How profitable are the customers who
appear to be the most dissatisfied?_x000D_ Obtain a list of all customers who have stopped doing business with the company in the last three
years.
Sales Activity: P. Articles and Publicity.
Determine the amount of ongoing maintenance

revenue from standard products._x000D_
Obtain copies of all outstanding proposals, bids, and offers pending award.
Obtain copies of all existing contracts for

products or services, including warranty and
guarantee work._x000D_ What is the sales strategy (e.g., add customers, increase support, increase penetration into existing
customer base, pricing, etc.). Copies of all articles and press releases relating to the Company within the past three years.
What is the structure of the sales organization?

Are there independent sales representatives?_x000D_
Obtain the sales organization chart.
How many sales personnel are in each sales

position?_x000D_
What is the sales force's geographic coverage? Market Overview:
What is the sales force's compensation, split by

base pay and commission?_x000D_
What was the sales per salesperson for the past year?
What was the sales expense per salesperson for

the past year?_x000D_
What is the sales projection by product for the next 12 months?
Into what category do customers fall - end users,

retailers, OEMs, wholesalers, and/or distributors?
_x000D_
How many customers are there for each product, industry, and geographic region?
What is the average order size?_x000D_ Does the company have an Internet store? Does the site accept on-line payments and orders?
What percentage of total sales come through this medium?
What is the structure of the technical support

group? How many people are in it, and what is their
compensation?_x000D_
Does the company use e-mail for marketing notifications to customers?
What are the proportions of sales by distribution

channel?_x000D_ How many customers can the company potentially market its products to? What would be the
volume by customer?
What is the company's market share? What is

the trend?_x000D_
Are there new markets in which the products can be sold?
Product Development:
Obtain a list of development projects in the

product pipeline. What is the estimated remaining
time and expense required to launch each one?
_x000D_
What attributes make the company's new products unique?
Have any products been in the development

pipeline for a long time, and have no immediate
prospects for product launch?_x000D_
Who are the key development personnel? What is their tenure and educational background?
Does the company primarily use incremental

product improvements, or engage in major new
product development projects?_x000D_ How much money is invested annually in development? As a proportion of sales? How does this
spending compare to that of competitors?
Does the company have a history of issuing

inadequately engineered products that fail? Is this
finding supported by warranty claim records?_x000D_ Is there a product development plan? Does it tend to target low-cost products, ones with special
features, or some other strategy? How closely does the development team adhere to it?
Does the company use target costing to achieve

predetermined profitability targets?_x000D_
Does it design products that avoid constrained resources?
Production Process:
Does the company have a push or pull

manufacturing system?_x000D_
Does the company practice constraint management techniques?
Does the company use work cells or continuous

assembly lines?_x000D_ Is there an adequate industrial engineering staff? Does it have an ongoing plan for process
improvement?
What is the production area safety record? What

types of problems have caused safety failures in the
past?_x000D_
What issues have caused shipping delays in the past?
What is the history of product rework, and why

have rework problems arisen?_x000D_
Information Technology:_x000D_ What systems use third-party software, and which ones use custom-built solutions? Are the third-
party systems under maintenance contracts, and are the most recent versions installed?
To what degree have third-party systems been

modified? Have they been so altered that they can no
longer be upgraded?_x000D_
Are user computers monitored for unauthorized software installations?
Are software copies secured and only released

with proper authorization?_x000D_ What is the level of difficulty anticipated to integrate the company's databases into the buyer's
systems?
Are there adequate backup systems in place with

offsite storage, both for the corporate-level databases
and for individual computers?_x000D_
What is the level of security required for access to the company's servers?
Internet:
Does the company use the Internet for internal

use as an interactive part of operations? What
functions are used in this manner?_x000D_ Has the company's firewall ever been penetrated, and how sensitive is the information stored on
the company network's publicly available segments?
Does the company provide technical support

information through its Web site?_x000D_
Are Web site usage statistics tracked? If so, how are they used for management decisions?
In what way could operational costs decrease if

the company's customers interacted with it through
the Internet?_x000D_ Obtain the articles of incorporation and bylaws. Review for the existence of pre-emptive rights,
Legal Issues:_x000D_ rights of first refusal, registration rights, or any other rights related to the issuance or registration of
securities.
Review the bylaws for any unusual provisions

affecting shareholder rights or restrictions on
ownership, transfer or voting of shares._x000D_
Obtain certificates of good standing for the company and all significant subsidiaries.
Review the articles of incorporation and bylaws of

each significant subsidiary. Determine if there are
restrictions on dividends to the company. For each
subsidiary, review the minutes of the Board of Obtain a list of all states in which the company is qualified to do business and a list of those states in
Directors for matters requiring disclosure._x000D_ which it maintains significant operations. Determine if there is any state where the company is not
qualified but should be qualified to do business
Obtain the minutes from all shareholder meetings
for the past five years. Review for proper notice prior
to meetings, the existence of a quorum, and proper
voting procedures; verify that stock issuances have
been authorized; verify that insider transactions have
been approved; verify that officers have been properly
elected; verify that shares are properly approved and
reserved for stock option and purchase plans._x000D_ Obtain the minutes of the Executive Committee and Audit Committee for the past five years, as well
as the minutes of any other special Board committees. Review all documents.
Review all contracts that are important to

operations. Also review any contracts with
shareholders or officers. In particular, look for the
following provisions:_x000D_
Default or termination provisions
Restrictions on company action_x000D_
Consent requirements
Termination provisions in employment

contracts_x000D_
Ownership of technology
Cancellation provisions in major supply and

customer contracts_x000D_
Unusual warranties or the absence of protective provisions
Obtain copies of all asset leases, and review for

term, early payment, and bargain purchase
clauses._x000D_
Obtain copies of all office space lease agreements, and review for term and renewal provisions.
Review all related party transactions for the past

three years._x000D_
Review the terms of any outbound or inbound royalty agreements.
Was any company software (either used

internally or resold) obtained from another company?
If so, what are the terms under which the code is
licensed? Are there any associated royalty payments?
_x000D_
Review all legal invoices for the past two years. Personnel:
Review all pending and threatened legal

proceedings to which the company or any of its
subsidiaries is a party. Describe principal parties,
allegations, and relief sought. This includes any
governmental or environmental proceedings. Obtain
copies of existing consent decrees or significant
settlement agreements relating to the company or its
subsidiaries._x000D_ If the company is publicly held, obtain all periodic filings for the past five years, including the 10-K,
10-Q, 8-K, and Schedule 13D.
Review all annual and quarterly reports to

shareholders._x000D_ Review the auditors' letter to management concerning internal accounting controls and procedures,
as well as any management responses.
Review any reports of outside consultants or

analysts concerning the company._x000D_
Research any press releases or articles about the company within the past year.
Review all related party transactions for the past

three years._x000D_
Review the terms of any outbound or inbound royalty agreements.
Was any company software (either used

internally or resold) obtained from another company?
If so, what are the terms under which the code is
licensed? Are there any associated royalty payments?
_x000D_
Review title insurance for any significant land parcels owned by the company.
Regulatory Compliance:
Review the company's correspondence with the

Securities and Exchange Commission, any national
exchange, or state securities commission, other than
routine transmittals, for the past five years.
Determine if there are or were any enforcement or
disciplinary actions or any ongoing investigations or Review any correspondence during the past five years with the Environmental Protection Agency,
suggestions of violations by any of these Federal Trade Commission, Occupational Safety and Health Administration, Equal Employment
entities._x000D_ Opportunity Commission, or Internal Revenue Service. Determine if there are any ongoing
investigations or suggestions of violations by any of these agencies.
Review any required regulatory compliance and

verify that necessary licenses and permits have been
maintained, as well as ongoing filings and
reports._x000D_
If there is a General Service Administration schedule, when does it come up for renewal?
Obtain copies of the most recently filed EEO-1

and VETS-100 forms._x000D_
Obtain copies of any affirmative action plans.
Obtain copies of any open charges of

discrimination, complaints, or related litigation, or any
such cases that have been closed within the past five
years._x000D_
Policies and Procedures:_x000D_
Obtain the accounting policies and procedures manual.
Review all key accounting policies to ensure that

they comply with generally accepted accounting
principles._x000D_ Obtain the standard offer letter format, the standard termination letter format, and the
employment application form.
Obtain the human resources policies relating to

sexual harassment, background investigations, and
drug testing._x000D_ If the transaction involves the issuance of stock, are there sufficient authorized shares for the
The Purchase Transaction:_x000D_ offering, including any conversion rights, taking into account any shares reserved for issuance
pursuant to outstanding options, warrants, convertible securities and employee benefit plans?
Red Flag Events:
Has an auditor resigned within the past three

years?_x000D_
Is there evidence of continual changes in accounting methods?
Are there unusually complex business

arrangements that do not appear to have a business
purpose?_x000D_
Is the company continually exceeding its loan covenant targets by very small amounts?
Do any of the principals have criminal records?

_x000D_
Have there recently been significant insider stock sales?
Is the internal audit team subjected to significant

scope restrictions?_x000D_
Are a large proportion of monthly sales completed during the last few days of each month?
Has the company tried to sell itself in the past

and failed?_x000D_
Has the company received major warnings from regulatory agencies?
Does the company appear to manipulate reserve

accounts in order to smooth or enhance its reported
earnings? A. Corporate Records Obtain a copy of the organization chart.
1. Certificate/Articles of Incorporation, Determination

or Organization (or similar documents), including any
amendments thereto.
2. By-Laws, operating agreements, partnership

agreements (general or limited) or similar documents,
including any amendments thereto.
3. Minute Books, consents and resolutions (since

inception) for Shareholders, Members, Board of
Directors and any committees of the foregoing.
4. Schedule of officers, directors and committees of
the Board of Directors.
5. Stock Book and Stock Ledgers.
6. Shareholder agreements, proxies, voting trusts and
similar agreements.
7. Agreements to purchase or re-purchase any class of
security.
8. Agreements relating to registration or preemptive
rights for any class of security.
9. As of the most current date, the following
information:
(a) Number of, and record ownership of, outstanding
shares (common and preferred);
(b) Number of shares held in treasury;
(c) Options, warrants and other rights outstanding,

including detail of holders, grants, grant dates,
exercises, unexercised, vesting schedules, strike price,
fair market value on grant date, and acceleration or
cash out events; and
(d) Ownership by officers, employees and directors.

10. Stock option plans and stock option, warrant and
other similar stock purchase agreements.
11. Schedule of all dba's and fictitious business names,
and all filings and registrations therefor.
12. Schedule of predecessor corporations or entities.

13. Offering materials and closing documents from
prior financing.
14. All applications and permits for issuance/transfer

of securities, including any Form D or similar federal or
state forms.
15. List of jurisdictions (domestic and foreign) where

the Company is (or should be qualified) to do
business.
16. Schedule of locations (by street address, city, state

and country) at which the Company has offices,
conducts business or stores inventory or equipment,
since inception.
17. Schedule of owned real property.
18. Schedule of leases and subleases for real property

and facilities, including location, square footage, rent
and lease term and renewal options.
19. Schedule of material suppliers and other third
party service providers.
20. Schedule of property, key man, liability, and

worker's comp insurance policies (including current
and pending insurance carrier, policy limits,
deductibles, retroactive premium adjustments and
other special arrangements), and copies of all such
insurance policies and contracts.
21, Press releases relating to the Company, its
management or its products and services.
B. Intellectual Property
1. Schedule of owned or proprietary technology
(including software, databases and systems).
2. Schedule and copies (if applicable) of the following

(common law, registered and issued, and foreign and
domestic):
(a) tradenames, brand names, trademarks, service
marks, logos and slogans;
(b) internet domain names (including lower level
domain names);
(c). patents, patent rights, innovations and designs;

(d) copyrights;
(e) trade secrets and other industrial property rights,

including all processes, know how, technical data and
shop rights; and
(f) registrations, issuances, applications, additions,

affidavits, continuations, divisionals and other filings
related to the foregoing items.
3. Copies of searches, counsel's opinion letters and

application file histories (or file wrappers) for the
items requested in the preceding Item 2.
4. Schedule of all material ongoing or planned

software, databases and/or network development
projects.
5. Schedule of third party intellectual property sold,

licensed or otherwise distributed by the Company.
6. Schedule of third party software and other

intellectual property incorporated in, embedded in or
otherwise necessary for the use of the Company's
intellectual property.
7. Product documentation and manuals for the

Company's software, databases and networks (or
other description of primary capabilities).
8. Schedule of third party intellectual property

necessary for the Company to conduct business in the
ordinary course.
9. Schedule of software authors and other creators of

the Company's software products and other
intellectual property, with a notation next to each
name indicating whether such author/creator made
his/her contribution (a) as an employee within the
scope of his/her employment, (b) outside his/her
scope of employment or (c) as a consultant or other
independent contractor.
10. The name(s), address(es) and phone number(s) of

counsel and any other person(s) responsible for
application, maintenance and protection of
trademarks, copyrights, patents and other intellectual
property rights.
11. Internal memoranda, correspondence and other

documentation setting forth or relating to Year 2000
compliance of the operating codes, programs and
other software, database, hardware and systems sold
or licensed by or to the Company, or otherwise used
by the Company in its business.
C. Material Agreements
1. Agreements with customers and clients, including

end user license agreements, beta test agreements,
warranties and guaranties.
2. Consulting, development and work-for-hire

agreements with, or for and on behalf of, customers
and clients.
3. Web-site hosting and connectivity
agreements.
4. Web-site linking, affiliate, co branding, promotional,

advertising, content provider and other agreements
relating to Company=s e-commerce initiatives.
5. Electronic data interchange agreements and other

Internet, electronic mail and on-line service
agreements.
6. Trademark usage guidelines, privacy policy, terms

of use, Aclick-wrap@ agreements and similar web site
use agreements and policies.
7. Marketing agreements distributorships, sales

representatives, co-packaging, re seller (VAR), OEM,
systems integrators, franchises and referral
agreements.
8. Agreements with employees, independent

contractors or other third parties relating to the
development for or on behalf of the Company of
software products, websites and other intellectual
property.
9. Software escrow agreements or other

arrangements providing third parties with source code
access or use.
10. Independent software vendor agreements.
11. Agreements whereby the Company licenses

software or other intellectual property from third
parties, including run time licenses. Assets:
12. Agreements for software support and
maintenance by or for the Company.
13. Assignments of software and other intellectual
property rights.
14. Leases with respect to tangible personal
properties (including equipment).
15. Agreements that involve the executory

performance of services or delivery of goods or
materials to the Company which are not terminable
on 30 days prior notice without liability, or which
contain provisions relating to ownership rights in
intellectual property assets of the Company or the
provider.
16. Joint ventures, joint development agreements and
other working arrangements.
17. Non competition, exclusivity and non solicitation

agreements, in favor of the Company or by which the
Company is bound, or by which the Company=s key
employees or consultants may be bound to third
parties.
18. Confidentiality, assignment of invention and

similar agreements with employees, independent
contractors and other service providers.
19. Other confidentiality and non disclosure

agreements, in favor of the Company or by which the
Company is bound.
20. Employment (including incentive and severance

agreements), agency and independent contractor
agreements.
21. Indemnification agreements for the benefit of
officers, directors and employees.
22. Agreements or arrangements with management,

employees, shareholders and other affiliates
(including any loans or management fee
arrangements), or with which any of them have a
relationship.
23. Outstanding agreements or commitments for
capital expenditures.
24. Agreements with investment bankers, brokers and
similar advisors.
25. Intercompany agreements.
26. Leases and subleases (including all amendments,
supplement and addendums).
27. Contracts, rights of first refusal or options to
purchase, sell or lease real property.
28. Loan agreements, lines of credit, indentures and

other debt instruments, including notes payable and
guarantees (by or in favor of the Company), and any
other agreements collateralized or secured by the
assets. Liabilities:
29. Security agreements affecting assets or properties,

and all currently-effective financing documents, such
as sale and leasebacks and installment sales, and all
liens and financing statements.
30. Agreements relating to past, current or proposed

mergers, acquisitions or dispositions, including
transactions involving subsidiaries, divisions, product
lines and other substantial assets.
31. Powers of Attorney.
32. Consents and approvals required under law or

contracts, leases, licenses and other agreements
necessary for the Company to complete the present
transaction.
33. Other material agreements to which the Company

is bound or which are necessary for the conduct of the
Company=s business.
D. Personnel and Employee Benefits
1. Schedule of officers, directors, employees,

independent contractors and consultants, and their
respective titles, length of service, current
compensation and benefits, compensation history
since employment or engagement, and contractual
severance obligations.
2. Schedule of employee benefit plans, including

pension, bonus, commission, profit-sharing, stock
option, deferred compensation, incentive, retirement,
401(k), medical, disability, salary continuation,
executive benefit, fringe benefit, management
perquisites or golden parachute/change-of-control
payments (the "Plans").
3. Copies of Plan documents, trust agreements and

insurance contracts (including all amendments and
Section 125 arrangements) and summary plan
descriptions.
4. IRS Form 5500's (including schedules and

attachments) for past 2 years and most recent IRS
determination letter.
5. Description of special insured arrangements (e.g.,

retrospective rating arrangement, premium delay,
etc.).
6. Evidence of compliance with state or federal COBRA
(including form of COBRA notice).
7. Copies of requests for audits of employees made by
the U.S. Department of Labor, OSHA, OFCCP and any
other federal, state or local agencies during the past 2
years, and documents summarizing the results of any
such audits and any disposition of violation or
citations issued as a result of such audits.
8. Policy and personnel manuals, including policies

and procedures with respect to vacation and sick
time, harassment and equal opportunity.
If the Company has more than 25 employees:
9. Information on confidentiality or non-

competition agreements to which key employees and
consultants may be a party currently or from prior
employment or engagements.
10. Management perquisites or arrangements,

contracts or loans between the Company and any
shareholder, officer, director, employee or consultant
or any entities or persons with which such persons
have a relationship.
11. Any information on retiree welfare benefits

other than COBRA or state continuation coverage
requirements.
12. If there are at least 50 employees, evidence of
compliance with FMLA. Profitability:
If the Company has been in place for more than a
short period:
13. Financial statements for any plan assets for the

past two years and any actuarial statements for the
past two years.
14. For welfare plans, an indication of premiums

paid, claims incurred, claims paid, reserves and
administrative expenses.
15. FAS disclosure statements for the past two
years.
16. Any communications to or from any

governmental or regulatory agency with respect to
any plans.
If the Company or any affiliate of such Company (at an

80% ownership level) has entered into any collective
bargaining agreements with a union:
1. Information with respect to any multi-employer

plans that the Company or any affiliate has any
obligation to contribute to or has had an obligation to
contribute to during the past six years.
2. With respect to such multi-employer plans, the

following: record of contributions for the last three
years, calculation of potential withdrawal liability
pursuant to ERISA Section 4221(c), and a description
of pending claims against the employer for complete
or partial withdrawal.
If there are affiliate companies (at an 80% ownership
level):
1. Information with respect to any multi-employer

plans that the Company or any affiliate has any
obligation to contribute to or has had an obligation to
contribute to during the past six years.
2. COBRA and HIPAA compliance information.
3. Any information on the transfer of plan liabilities
from the Company to a related entity.
4. Any defined benefit pension plan maintained or

transferred out of the controlled group at anytime
within the prior six years.
E. Rights, Permits and Other Regulatory Matters Cash Flow:
1. Filings, registrations, reports and correspondence

filed with local, state or federal regulatory agencies
(e.g., DOL, EEOC, IRS, PBGC, FDA, NLRB, OSHA, FCC,
BXA and EPA), and any reports issued by such
agencies.
2. Governmental licenses, permits, approvals and

authorizations necessary to conduct business
(including any export licenses).
3. Export classification matrix and other product

classification analysis (internal or from third party
suppliers of customers), and product classification
rulings from the BXA.
4. Expert compliance procedures or manuals,

including any procedures relating to encryption items.
5. Summary of the transport, use, handling, location,

storage, treatment and/or disposal of any hazardous
substances (including by any predecessor).
F. Litigation, Investigations and Other Disputes
1. Schedule and description of pending or threatened

litigation, claims and other disputes.
2. Schedule and description of government, regulatory

or administrative proceedings, inquiries or
investigations.
3. Pleadings, filings and correspondence relating to

the matters requested in the preceding Items 1 and 2.
4. Legal opinions rendered to the Company in the last
3 years.
5. Inquiries with respect to the Company's rights or

ownership in or to internet domain names.
6. Judgments, consent decrees, injunctions or other
orders.
7. Settlement agreements.
8. Schedule of warranty claims.
G. General Financial Information
1. Previous (up to 3 years if available) annual audited /

unaudited financial statements as well as interim
period (monthly / quarterly) for current year.
2. Current prospective financial data (i.e., budgets /
forecasts) with detail of assumptions.
3. External and internal auditors' reports (annual and

quarterly), workpapers, permanent files, management
letters and regulatory examination reports received /
issued in the last 3 years.
4. Consolidating general ledger or trial balance for

detailed accounts for the latest 2 fiscal years, current
year quarters and stub period.
5. Schedule of prepaid expenses and other assets

(e.g., deferred charges and intangibles) with related
amortization methods.
6. Schedule of financing arrangements such as

guarantees, pledges, factoring arrangements, credit
lines, letters of credit, etc.
H. Cash/Investments
1. Latest annual and interim / current cash flow
statements.
2. Detail of latest quarterly and monthly cash and cash
equivalents balances.
3. Description of short-term and long-term

investments and copies of investment statements for
latest annual and interim periods.
I. Accounts Receivable
1. Schedule of accounts receivable by category for the

latest annual and interim periods and comparable
periods.
2. Credit policy and collection procedures.
3. Latest annual and interim period aging analysis and

trends, allowance for uncollectible accounts and past
write offs.
J. Property and Equipment
1. Fixed asset policy including depreciation methods

and lives used for book and tax purposes.
2. Maintenance procedures and expenditures.
3. Schedule of fixed assets for the latest annual and

interim periods including date acquired, original cost,
accumulated depreciation, net book value and
appraised value (include appraisals).
K. Purchased and Developed Software
1. Accounting policy for software development and
purchased software.
2. Schedule of purchased and developed software as

well as the amortization schedule and write-offs for
the latest annual and interim periods.
L. Accounts Payable and Accrued Liabilities
1. Detailed schedule of accounts payable and accrued

expenses for the latest annual and interim periods.
2. Schedule of the top 5 vendors from latest 12 month
period.
3. Schedule of commitments to customers - product

deliverables, consulting agreements, etc.
M. Revenue
1. Copies of the 5 largest contracts for the current
year.
2. Description of the procedures for contracting and
billing maintenance.
3. Detail of revenue for last 12 months.
4. Pipeline information.
5. Description of the sales force, including sales offices

and service facilities, including compensation
structure.
N. Product Expenses & Other Operating Expenses

1. Operating expense detail for the last annual period
and latest comparative interim periods.
2. Listing of outside contractors.
3. Current year and future years budget of operating
expenses compared to current year / interim actual
results.
4. Detail listing of current and budgeted research and
development expenditures.
5. Detailed schedule of general and administrative
expenses and payroll expense.
O. Taxes
1. Schedule of states and local jurisdictions in which

the Company currently files tax returns and pays
taxes, including income, property (personal and real),
payroll and sales and use taxes.
2. US Federal income tax returns for the past 2 years,

and all state tax returns filed during the past 2 years.
3. Schedule of completed tax examinations/audits

from the past 5 years and all tax examinations/audits
in progress or scheduled to be performed. Include
related correspondence and other written materials.
4. Description of the Company's use of and policies

regarding independent contractors. With respect to
long term contracts, include amount of payment in
prior year.
List of Company's Directors_x000D_
Pinkerton investigation report on all principals,
managers, and directors_x000D_
Credit history report on all principals, managers, and
directors_x000D_
Resume verification on all principals, managers, and
directors_x000D_
11. Property and Equipment_x000D_
An appraisal of all equipment and fixed assets_x000D_
List of all real property owned by the
company_x000D_
Copies of titles, mortgages, and deeds of
trust_x000D_
Detail of any easements or other
encumbrances_x000D_
Leases and sub-leases_x000D_
Company space expansion plans_x000D_
Patents, trademarks and other intangible
assets_x000D_
12. Research & Development_x000D_
Detail all research and development in
progress_x000D_
Commercial analysis of R&D efforts_x000D_
Documentation policies including examples_x000D_
13. Other Company Information_x000D_
Copies of all past and planned company press
releases_x000D_
Existing articles relating to the company and its
industry_x000D_
Company newsletters and any investor relations
material_x000D_
14. The Kitchen Sink_x000D_
Any other information that might be pertinent to full
disclosure of all company issues_x000D_
_x000D_
_x000D_
Production Process:
Title: Express Ventures Due Diligence Checklist (borrowed from AvTech Ventures)
1. Corporate Records
a.
Formation documents, such as Articles or Certificate of Incorporation and bylaws (for the Company), or Articles or Certificate of Organization of LLC and Operating Agreement (for an LLC).
b.
All minutes of meetings of the board of directors, shareholders, members and committees of the Company.
c.
Listing of any affiliated companies such as subsidiaries.
d.
Any stockholder, buy-sell, or similar agreements that may relate, directly or indirectly, to the proposed transaction.
e.
A list of all of the security holders of the Company (including option and warrant holders and others entitled to purchase the securities of the Company), indicating the class and number of securities held by each such holder.
f.
Copies of all securities of the Company presently outstanding and any agreements or plans relating thereto (including options, warrants, and securities convertible or exchangeable into common stock) and the number of shares, units, or principal amount outstanding.
g.
A copy of the stock transfer ledger of the Company showing all transactions in its stock..
h.
All documents known to the Company relating to outstanding proxies, powers of attorney (with respect to any stock of the Company), voting trusts, or other assignments of rights attaching to any of the stock of the Company, if any.
i.
A list of any capital stock or equity interest in any other entity or enterprise owned by the Company.
2. Business Contracts
a.
Any partnership, joint venture, distributorship, franchise, licensing, management, research and development, or similar agreements or contracts to which the Company is a party.
b.
Any form engagement letters or other form agreements or contracts used in connection with the Company's business, including without limitation purchase orders, sales orders, q
c.
List of significant acquisitions or dispositions of the Company's assets, mergers, equity financings, and other material transactions completed within the last three years and all documentation relating thereto.
d.
Any other contract or agreement (or forms of related or similar contract) that: (i) involves payments by or to the Company of in excess of $1,000 in any one year or (ii) is significant to the operation of the Company's business.
3. Legal/Financial
a.
Copies of any currently outstanding commitment letters or other correspondence relating to proposed financings or borrowings of the Company.
b.
Letters of credit outstanding (amounts, terms) if any.
c.
List of financial institutions and types of accounts maintained by the Company.
d.
All documents purporting to create liens, mortgages, security agreements, pledges, charges, or other encumbrances on the stock of the Company, on any real or personal property of the Company or in favor of the Company. Copies of all Uniform Commercial Code (UCC) financing statements filed with respect to the above, if any.
e.
Copies of notes payable to or notes receivable from any employee, director, affiliate, agent, or shareholder of the Company outstanding at any time during the past year. Copies of all other agreements relating, directly or indirectly, to the Company or any person who is, or is proposed to become, an officer, director, key employee or significant owner (including affiliates) of the Company (including loans, leases, purchases, and sales of property).
f.
Copies of any agreements pursuant to which the Company either (i) guarantees or otherwise supports the credit of any other person or entity or (ii) indemnifies or has agreed to hold others harmless with respect to any liabilities
g.
Financial Statements and income and payroll tax returns for last 3 years.
4. Property
a.
List of real property (owned or leased) used in the Company's business, including size, location, and use of each parcel and number of employees employed at each location. For leased properties, include the term of each lease.
b.
Copy of all leases, subleases, deeds, mortgages, construction contracts, and other commitments relating to real property owned or leased in connection with the Company's business.
c.
Any appraisals of the Company's real property obtained within the past three years; copies of any Phase I Environmental Reports.
d.
Inventory of significant personal property owned or leased, and copies of all purchase contracts, leases (including, without limitation, automobile leases, and computer equipment leases) and security agreements, etc., relating to material equipment or personal property or licenses regarding equipment usage.
5. Intellectual Property
a.
Schedule of trademarks, trade names, service marks, copyrights, or patents owned by, licensed to, or applied for by or on behalf of the Company and correspondence files relating thereto, including dates of registration with state or federal agencies along with identifying registration numbers, if any.
b.
A listing of all parties whose software or intellectual property is utilized in the Company’s products or service and copies of any license or purchase agreements with those parties.
c.
Copy of all patent applications outstanding.
d.
Copy of all licenses, assignments, royalty agreements, and other contracts and instruments relating to the foregoing.
e.
Name of contact person who handles patent, trademark, or copyright matters for the Company.
f.
Description of policies to protect intellectual property rights owned by the Company or otherwise used in the Company's business.
g.
Documents relating to any claims of infringement of intellectual property rights owned by the Company or related to its business either (i) by the Company or any of its owners against the rights of others or (ii) by others against the rights of the Company or its owners.
6. Management/Employees
a.
All corporate policy manuals covering hiring, regulatory compliance, internal controls, etc. Include number of employees by department or other relevant classification.
b.
Copies of employment contracts, confidentiality agreements, non-competition agreements, management and consulting contracts, union contracts, collective bargaining agreement
c.
Any written agreements and summaries of any unwritten arrangements or understandings between the Company and any of its officers, directors, affiliates, and associates within the
d.
Copies of and listing of all profit sharing and savings plans, pension or retirement plans, deferred compensation plans, medical, dental, or other health and welfare plans and any bonus, incentive, performance, or similar plans or arrangements and related. agreements; Summary Plan Descriptions or other descriptions, Form 5500 filings for past 3 years, and all IRS determination letters or other communications with governmental officials regarding any of the foregoing.
e.
Copies of any other executive compensation plans or programs.
f.
Any indemnification agreements with any directors, employees, or agents.
g.
Distribution, sales representative, agency, and dealer agreements currently in effect.
h.
Commission agreements with nonemployee salespersons, buyers, or other agents.
i.
Form of nondisclosure or proprietary information agreements used by the Company and a list of any employees of the Company who are a party to such agreements.
j.
Schedule of all compensation paid during the last fiscal year to officers, directors, and key employees showing separately salaries, bonuses, and non-cash compensation, including bonuses paid or accrued, direct or indirect benefits or perquisites, and all benefits paid or accrued under all employee benefit plans.
7. Litigation
a.
List of all litigation, administrative or regulatory proceedings, investigations, or governmental actions involving the Company or its business since Company began, with a brief description of the basis for each such matter.
b.
Description of any currently threatened litigation, legal claims, regulatory actions or other actions or proceedings, including any correspondence relating to any alleged infringement of any patent, trademark, or other intellectual property.
8. Insurance
a.
A schedule of all policies or binders of insurance or self-insurance arrangements, including medical, workers compensation, disability, automobile, general liability, fire and casualty, products liability, professional liability, officers' and directors' liability and key-man life insurance, with deductibles, coverage limits, and other significant terms. Please indicate the name and address of all insurance agents, brokers, and companies.
b.
A schedule of insurance claims in excess of $50,000 over the last five years, and summary of loss history for that period.
c.
A schedule of threatened or potential claims.
d.
A schedule of outstanding bonds (value and bonding company), current bonding limits.
e.
Any reports or correspondence concerning the adequacy of the foregoing or denial of coverage.
9. Legal-Regulations and Filings
a.
Reports filed and significant correspondence to and from any state or federal regulatory agencies.
b.
A schedule of all material governmental permits, licenses, etc. of the Company and relating to the Company's business.
c.
A description of any inquiries or known noncompliance with any laws or regulations for the past five years and the disposition and status thereof.
10. Miscellaneous
a.
Copies of any finder's fee or bonus compensation arrangements regarding the proposed transaction.
b.
Any other documents, information, or data that are significant with respect to the business of the Company or which should be considered and reviewed in making disclosures regarding the business and financial condition of the Company to prospective investors.
A. Corporate Records
1. Certificate/Articles of Incorporation, Determination or Organization (or similar documents), including any amendments t
2. By-Laws, operating agreements, partnership agreements (general or limited) or similar documents, including any amend
3. Minute Books, consents and resolutions (since inception) for Shareholders, Members, Board of Directors and any commi
4. Schedule of officers, directors and committees of the Board of Directors.
5. Stock Book and Stock Ledgers.
6. Shareholder agreements, proxies, voting trusts and similar agreements.
7. Agreements to purchase or re-purchase any class of security.
8. Agreements relating to registration or preemptive rights for any class of security.
9. As of the most current date, the following information:
(a) Number of, and record ownership of, outstanding shares (common and preferred);
(b) Number of shares held in treasury;

(c)
Options,
warrants
and other
rights
outstandi
ng,
including
detail of
holders,
grants,
grant
dates,
exercises,
unexercis
ed,
vesting
schedules
, strike
price, fair
market
value on
grant
date, and
accelerati
on or
cash out
events;
and
(d)
Ownershi
p by
officers,
employee
s and
directors.
10. Stock
option
plans and
stock
option,
warrant
and other
similar
stock
purchase
agreemen
ts.
11.
Schedule
of all
dba's and
fictitious
business
names,
and all
filings and
registratio
ns
therefor.
12.
Schedule
of
predeces
sor
corporatio
ns or
entities.
13.
Offering
materials
and
closing
document
s from
prior
financing.
14. All
applicatio
ns and
permits
for
issuance/t
ransfer of
securities,
including
any Form
D or
similar
federal or
state
forms.
15. List of
jurisdictio
ns
(domestic
and
foreign)
where the
Company
is (or
should be
qualified)
to do
business.
16.
Schedule
of
locations
(by street
address,
city, state
and
country)
at which
the
Company
has
offices,
conducts
business
or stores
inventory
or
equipmen
t, since
inception.
17.
Schedule
of owned
real
property.
18.
Schedule
of leases
and
subleases
for real
property
and
facilities,
including
location,
square
footage,
rent and
lease
term and
renewal
options.
19.
Schedule
of
material
suppliers
and other
third party
service
providers.
20.
Schedule
of
property,
key man,
liability,
and
worker's
comp
insurance
policies
(including
current
and
pending
insurance
carrier,
policy
limits,
deductible
s,
retroactiv
e
premium
adjustme
nts and
other
special
arrangem
ents), and
copies of
all such
insurance
policies
and
contracts.
21, Press
releases
relating to
the
Company,
its
managem
ent or its
products
and
services.
B.
Intellectua
l Property
1.
Schedule
of owned
or
proprietar
y
technolog
y
(including
software,
database
s and
systems).
2.
Schedule
and
copies (if
applicable
) of the
following
(common
law,
registered
and
issued,
and
foreign
and
domestic)
:
(a)
tradenam
es, brand
names,
trademark
s, service
marks,
logos and
slogans;
(b)
internet
domain
names
(including
lower
level
domain
names);
(c).
patents,
patent
rights,
innovation
s and
designs;
(d)
copyrights
;
(e) trade
secrets
and other
industrial
property
rights,
including
all
processes
,
know‑how
, technical
data and
shop
rights;
and
(f)
registratio
ns,
issuances
,
applicatio
ns,
additions,
affidavits,
continuati
ons,
divisional
s and
other
filings
related to
the
foregoing
items.
3. Copies
of
searches,
counsel's
opinion
letters
and
applicatio
n file
histories
(or file
wrappers)
for the
items
requested
in the
preceding
Item 2.
4.
Schedule
of all
material
ongoing
or
planned
software,
database
s and/or
network
developm
ent
projects.
5.
Schedule
of third
party
intellectua
l property
sold,
licensed
or
otherwise
distribute
d by the
Company.
6.
Schedule
of third
party
software
and other
intellectua
l property
incorporat
ed in,
embedde
d in or
otherwise
necessary
for the
use of the
Company'
s
intellectua
l property.
7. Product
document
ation and
manuals
for the
Company’
s
software,
database
s and
networks
(or other
descriptio
n of
primary
capabilitie
s).
8.
Schedule
of third
party
intellectua
l property
necessary
for the
Company
to
conduct
business
in the
ordinary
course.
s software
products
and other
intellectua
l property,
with a
notation
next to
each
name
indicating
whether
such
author/cre
ator made
his/her
contributi
on (a) as
an
employee
within the
scope of
his/her
employm
ent, (b)
outside
his/her
scope of
employm
ent or (c)
as a
consultant
or other
independ
ent
contractor
.
10. The
name(s),
address(e
s) and
phone
number(s)
of counsel
and any
other
person(s)
responsibl
e for
applicatio
n,
maintena
nce and
protection
of
trademark
s,
copyrights
, patents
and other
intellectua
l property
rights.
Internal
memoran
da,
correspon
dence
and other
document
ation
setting
forth or
relating to
Year
2000
complianc
e of the
operating
codes,
programs
and other
software,
database,
hardware
and
systems
sold or
licensed
by or to
the
Company,
or
otherwise
used by
the
Company
in its
business.

C.
Material
Agreeme
nts
1.
Agreeme
nts with
customer
s and
clients,
including
end‑user
license
agreemen
ts, beta
test
agreemen
ts,
warrantie
s and
guarantie
s.
2.
Consultin
g,
developm
ent and
work-for-
hire
agreemen
ts with, or
for and on
behalf of,
customer
s and
clients.
3.
Web-site
hosting
and
connectivi
ty
agreemen
ts.
4. Web-
site
linking,
affiliate,
co‑brandi
ng,
promotion
al,
advertisin
g, content
provider
and other
agreemen
ts relating
to
Company
=s e-
commerc
e
initiatives.
5.
Electronic
data
interchan
ge
agreemen
ts and
other
Internet,
electronic
mail and
on-line
service
agreemen
ts.
6.
Trademar
k usage
guidelines
, privacy
policy,
terms of
use,
Aclick-
wrap@
agreemen
ts and
similar
web site
use
agreemen
ts and
policies.
7.
Marketing
agreemen
ts ‑‑
distributor
ships,
sales
represent
atives, co-
packaging
, re‑seller
(VAR),
OEM,
systems
integrator
s,
franchises
and
referral
agreemen
ts.
8.
Agreeme
nts with
employee
s,
independ
ent
contractor
s or other
third
parties
relating to
the
developm
ent for or
on behalf
of the
Company
of
software
products,
websites
and other
intellectua
l property.
9.
Software
escrow
agreemen
ts or other
arrangem
ents
providing
third
parties
with
source
code
access or
use.
10.
Independ
ent
software
vendor
agreemen
ts.
11.
Agreeme
nts
whereby
the
Company
licenses
software
or other
intellectua
l property
from third
parties,
including
run time
licenses.
12.
Agreeme
nts for
software
support
and
maintena
nce by or
for the
Company.
13.
Assignme
nts of
software
and other
intellectua
l property
rights.
14.
Leases
with
respect to
tangible
personal
properties
(including
equipmen
t).
15.
Agreeme
nts that
involve
the
executory
performan
ce of
services
or
delivery of
goods or
materials
to the
Company
which are
not
terminabl
e on 30
days prior
notice
without
liability, or
which
contain
provisions
relating to
ownership
rights in
intellectua
l property
assets of
the
Company
or the
provider.
16. Joint
ventures,
joint
developm
ent
agreemen
ts and
other
working
arrangem
ents.
17.
Non‑com
petition,
exclusivity
and
non‑solicit
ation
agreemen
ts, in
favor of
the
Company
or by
which the
Company
is bound,
or by
which the
Company
=s key
employee
s or
consultant
s may be
bound to
third
parties.
18.
Confidenti
ality,
assignme
nt of
invention
and
similar
agreemen
ts with
employee
s,
independ
ent
contractor
s and
other
service
providers.
19. Other
confidenti
ality and
non‑disclo
sure
agreemen
ts, in
favor of
the
Company
or by
which the
Company
is bound.
20.
Employm
ent
(including
incentive
and
severanc
e
agreemen
ts),
agency
and
independ
ent
contractor
agreemen
ts.
21.
Indemnific
ation
agreemen
ts for the
benefit of
officers,
directors
and
employee
s.
22.
Agreeme
nts or
arrangem
ents with
managem
ent,
employee
s,
sharehold
ers and
other
affiliates
(including
any loans
or
managem
ent fee
arrangem
ents), or
with
which any
of them
have a
relationshi
p.
23.
Outstandi
ng
agreemen
ts or
commitme
nts for
capital
expenditu
res.
24.
Agreeme
nts with
investmen
t bankers,
brokers
and
similar
advisors.
25.
Intercomp
any
agreemen
ts.
26.
Leases
and
subleases
(including
all
amendme
nts,
suppleme
nt and
addendu
ms).
27.
Contracts,
rights of
first
refusal or
options to
purchase,
sell or
lease real
property.
28. Loan
agreemen
ts, lines of
credit,
indenture
s and
other debt
instrumen
ts,
including
notes
payable
and
guarantee
s (by or in
favor of
the
Company
), and any
other
agreemen
ts
collaterali
zed or
secured
by the
assets.
29.
Security
agreemen
ts
affecting
assets or
properties
, and all
currently-
effective
financing
document
s, such as
sale and
leaseback
s and
installmen
t sales,
and all
liens and
financing
statement
s.
30.
Agreeme
nts
relating to
past,
current or
proposed
mergers,
acquisitio
ns or
dispositio
ns,
including
transactio
ns
involving
subsidiari
es,
divisions,
product
lines and
other
substantia
l assets.
31.
Powers of
Attorney.
32.
Consents
and
approvals
required
under law
or
contracts,
leases,
licenses
and other
agreemen
ts
necessary
for the
Company
to
complete
the
present
transactio
n.
33. Other
material
agreemen
ts to
which the
Company
is bound
or which
are
necessary
for the
conduct
of the
Company
=s
business.
D.
Personnel
and
Employee
Benefits
1.
Schedule
of
officers,
directors,
employee
s,
independ
ent
contractor
s and
consultant
s, and
their
respective
titles,
length of
service,
current
compens
ation and
benefits,
compens
ation
history
since
employm
ent or
engagem
ent, and
contractu
al
severanc
e
obligation
s.
employee
benefit
plans,
including
pension,
bonus,
commissi
on, profit-
sharing,
stock
option,
deferred
compens
ation,
incentive,
retirement
, 401(k),
medical,
disability,
salary
continuati
on,
executive
benefit,
fringe
benefit,
managem
ent
perquisite
s or
golden
parachute
/change-
of-control
payments
(the
"Plans").
3. Copies
of Plan
document
s, trust
agreemen
ts and
insurance
contracts
(including
all
amendme
nts and
Section
125
arrangem
ents) and
summary
plan
descriptio
ns.
4. IRS
Form
5500's
(including
schedules
and
attachme
nts) for
past 2
years and
most
recent
IRS
determina
tion letter.
5.
Descriptio
n of
special
insured
arrangem
ents (e.g.,
retrospect
ive rating
arrangem
ent,
premium
delay,
etc.).
6.
Evidence
of
complianc
e with
state or
federal
COBRA
(including
form of
COBRA
notice).
of
employee
s made
by the
U.S.
Departme
nt of
Labor,
OSHA,
OFCCP
and any
other
federal,
state or
local
agencies
during the
past 2
years,
and
document
s
summarizi
ng the
results of
any such
audits
and any
dispositio
n of
violation
or
citations
issued as
a result of
such
audits.
8. Policy
and
personnel
manuals,
including
policies
and
procedure
s with
respect to
vacation
and sick
time,
harassme
nt and
equal
opportunit
y.
If the
Company
has more
than 25
employee
s:
9.
Informatio
n on
confidenti
ality or
non-
competitio
n
agreemen
ts to
which key
employee
s and
consultant
s may be
a party
currently
or from
prior
employm
ent or
engagem
ents.
10.
Managem
ent
perquisite
s or
arrangem
ents,
contracts
or loans
between
the
Company
and any
sharehold
er, officer,
director,
employee
or
consultant
or any
entities or
persons
with
which
such
persons
have a
relationshi
p.
11. Any

informatio
n on
retiree
welfare
benefits
other than
COBRA
or state
continuati
on
coverage
requireme
nts.
12. If
there are
at least
50
employee
s,
evidence
of
complianc
e with
FMLA.
If the
Company
has been
in place
for more
than a
short
period:
13.
Financial
statement
s for any
plan
assets for
the past
two years
and any
actuarial
statement
s for the
past two
years.
14. For
welfare
plans, an
indication
of
premiums
paid,
claims
incurred,
claims
paid,
reserves
and
administr
ative
expenses.
15.
FAS
disclosure
statement
s for the
past two
years.
16. Any

communic
ations to
or from
any
governme
ntal or
regulatory
agency
with
respect to
any plans.
If the Company or any affiliate of such Company (at an 80% ownership level) has entered into any collective bargai
1.
Informatio
n with
respect to
any multi-
employer
plans that
the
Company
or any
affiliate
has any
obligation
to
contribute
to or has
had an
obligation
to
contribute
to during
the past
six years.
2. With
respect to
such
multi-
employer
plans, the
following:
record of
contributi
ons for
the last
three
years,
calculatio
n of
potential
withdrawa
l liability
pursuant
to ERISA
Section
4221(c),
and a
descriptio
n of
pending
claims
against
the
employer
for
complete
or partial
withdrawa
l.
If there are affiliate companies (at an 80% ownership level):

1.
Informatio
n with
respect to
any multi-
employer
plans that
the
Company
or any
affiliate
has any
obligation
to
contribute
to or has
had an
obligation
to
contribute
to during
the past
six years.
2.
COBRA
and
HIPAA
complianc
e
informatio
n.
3. Any
informatio
n on the
transfer of
plan
liabilities
from the
Company
to a
related
entity.
4. Any
defined
benefit
pension
plan
maintaine
d or
transferre
d out of
the
controlled
group at
anytime
within the
prior six
years.
E.
Rights,
Permits
and Other
Regulator
y Matters
1. Filings,
registratio
ns,
reports
and
correspon
dence
filed with
local,
state or
federal
regulatory
agencies
(e.g.,
DOL,
EEOC,
IRS,
PBGC,
FDA,
NLRB,
OSHA,
FCC,
BXA and
EPA), and
any
reports
issued by
such
agencies.
2.
Governm
ental
licenses,
permits,
approvals
and
authorizat
ions
necessary
to
conduct
business
(including
any
export
licenses).
3. Export
classificati
on matrix
and other
product
classificati
on
analysis
(internal
or from
third party
suppliers
of
customer
s), and
product
classificati
on rulings
from the
BXA.
4. Expert
complianc
e
procedure
s or
manuals,
including
any
procedure
s relating
to
encryptio
n items.
5.
Summary
of the
transport,
use,
handling,
location,
storage,
treatment
and/or
disposal
of any
hazardou
s
substance
s
(including
by any
predeces
sor).
F.
Litigation,
Investigati
ons and
Other
Disputes
1.
Schedule
and
descriptio
n of
pending
or
threatene
d
litigation,
claims
and other
disputes.
2.
Schedule
and
descriptio
n of
governme
nt,
regulatory
or
administr
ative
proceedin
gs,
inquiries
or
investigati
ons.
3.
Pleadings
, filings
and
correspon
dence
relating to
the
matters
requested
in the
preceding
Items 1
and 2.
4. Legal
opinions
rendered
to the
Company
in the last
3 years.
5.
Inquiries
with
respect to
the
Company’
s rights or
ownership
in or to
internet
domain
names.
6.
Judgment
s, consent
decrees,
injunction
s or other
orders.
7.
Settlemen
t
agreemen
ts.
8.
Schedule
of
warranty
claims.
G.
General
Financial
Informatio
n
1.
Previous
(up to 3
years if
available)
annual
audited /
unaudited
financial
statement
s as well
as interim
period
(monthly /
quarterly)
for current
year.
2. Current
prospectiv
e financial
data (i.e.,
budgets /
forecasts)
with detail
of
assumptio
ns.
3.
External
and
internal
auditors'
reports
(annual
and
quarterly),
workpape
rs,
permanen
t files,
managem
ent letters
and
regulatory
examinati
on reports
received /
issued in
the last 3
years.
4.
Consolida
ting
general
ledger or
trial
balance
for
detailed
accounts
for the
latest 2
fiscal
years,
current
year
quarters
and stub
period.
5.
Schedule
of prepaid
expenses
and other
assets
(e.g.,
deferred
charges
and
intangible
s) with
related
amortizati
on
methods.
6.
Schedule
of
financing
arrangem
ents such
as
guarantee
s,
pledges,
factoring
arrangem
ents,
credit
lines,
letters of
credit,
etc.
H.
Cash/Inve
stments
1. Latest
annual
and
interim /
current
cash flow
statement
s.
2. Detail
of latest
quarterly
and
monthly
cash and
cash
equivalent
s
balances.
3.
Descriptio
n of short-
term and
long-term
investmen
ts and
copies of
investmen
t
statement
s for
latest
annual
and
interim
periods.
I.
Accounts
Receivabl
e
1. Schedule of accounts receivable by category for the latest annual and interim periods and comparable periods.
2. Credit
policy and
collection
procedure
s.
3. Latest
annual
and
interim
period
aging
analysis
and
trends,
allowance
for
uncollecti
ble
accounts
and past
write‑offs.
J.
Property
and
Equipmen
t
1. Fixed
asset
policy
including
depreciati
on
methods
and lives
used for
book and
tax
purposes.
2.
Maintena
nce
procedure
s and
expenditu
res.
3.
Schedule
of fixed
assets for
the latest
annual
and
interim
periods
including
date
acquired,
original
cost,
accumulat
ed
depreciati
on, net
book
value and
appraised
value
(include
appraisals
).
K.
Purchase
d and
Develope
d
Software
1.
Accountin
g policy
for
software
developm
ent and
purchase
d
software.
2.
Schedule
of
purchase
d and
develope
d
software
as well as
the
amortizati
on
schedule
and write-
offs for
the latest
annual
and
interim
periods.
L.
Accounts
Payable
and
Accrued
Liabilities
1.
Detailed
schedule
of
accounts
payable
and
accrued
expenses
for the
latest
annual
and
interim
periods.
2.
Schedule
of the top
5 vendors
from
latest 12
month
period.
3.
Schedule
of
commitme
nts to
customer
s -
product
deliverabl
es,
consulting
agreemen
ts, etc.
M.
Revenue
1. Copies
of the 5
largest
contracts
for the
current
year.
2.
Descriptio
n of the
procedure
s for
contractin
g and
billing
maintena
nce.
3. Detail
of
revenue
for last 12
months.
4.
Pipeline
informatio
n.
5.
Descriptio
n of the
sales
force,
including
sales
offices
and
service
facilities,
including
compens
ation
structure.
N.
Product
Expenses
& Other
Operating
Expenses
1.
Operating
expense
detail for
the last
annual
period
and latest
comparati
ve interim
periods.
2. Listing
of outside
contractor
s.
3. Current
year and
future
years
budget of
operating
expenses
compared
to current
year /
interim
actual
results.
4. Detail
listing of
current
and
budgeted
research
and
developm
ent
expenditu
res.
5.
Detailed
schedule
of general
and
administr
ative
expenses
and
payroll
expense.
O. Taxes
1. Schedule of states and local jurisdictions in which the Company currently files tax returns and pays taxes, includi
2. US
Federal
income
tax
returns for
the past 2
years,
and all
state tax
returns
filed
during the
past 2
years.
3.
Schedule
of
complete
d tax
examinati
ons/audits
from the
past 5
years and
all tax
examinati
ons/audits
in
progress
or
scheduled
to be
performed
. Include
related
correspon
dence
and other
written
materials.
4.
Descriptio
n of the
Company'
s use of
and
policies
regarding
independ
ent
contractor
s. With
respect to
long term
contracts,
include
amount of
payment
in prior
year.
s), including any amendments thereto.
documents, including any amendments thereto.
ard of Directors and any committees of the foregoing.

ered into any collective bargaining agreements with a union:
ods and comparable periods.
eturns and pays taxes, including income, property (personal and real), payroll and sales and use taxes.
INSTRU
1 CTIONS
perform
an
efficient
due
diligence
review,
we ask
that you
provide
the
documen
ts and
informati
on
(hereinb
elow
collective
ly
referred
to as the
“Informat
ion”)
specified
in this
due
diligence
checklist
(hereinaf
ter
referred
to as
“this
Checklist
”).
b) If it is
possible
to do so,
you may
provide
the
required
informati
on
directly
on this
Checklist
,
immediat
ely below
the
relevant
number.
c) In
order to
facilitate
your
task, this
Checklist
is also
available
in
electroni
c format
(Word,
Excel or
text)
upon
request.
d)
Numbers
used in
this
Checklist
refer to
documen
ts. Black
dots
used in
this
Checklist
refer to
informati
on
usually
containe
d in the
said
documen
ts or to
matters
usually
arising
from the
content
of the
said
documen
ts.
e) Each
documen
t
provided
by you
must
include,
in the
upper
right-
hand
corner,
the
correspo
nding
number
from this
Checklist
.
f) You
may
supply a
photocop
y of the
required
documen
ts,
provided
that we
are able
to
consult
the
originals
thereof
upon
request.
Informati
on must
be
provided
in one or
more
ringed
binders
with
appropri
ate tabs
identifyin
g the
twenty-
six (26)
sections
of this
Checklist
(e.g.: “A -
Identifica
tion of
the
Compan
y”, “B -
Identifica
tion of
the
Compan
y’s
Authoriz
ed
Represe
ntative”,
etc.).
h) If you
have
already
provided
certain
required
Informati
on, you
do not
need to
provide it
again.
You
should
simply
state
“Already
provided”
immediat
ely below
the
relevant
number.
i) If
certain
required
Informati
on does
not
apply,
you
should
state
“N/A”
immediat
ely below
the
relevant
number.
j) If
certain
required
Informati
on has
previousl
y been
provided
under
another
number
of this
Checklist
, you
should
simply
state
“Already
provided
under
number
….”
immediat
ely below
the
relevant
number.
k) If
certain
required
Informati
on
involves
extensiv
e, long or
costly
searches
, notify
us so
that we
can
agree on
an
acceptab
le
alternativ
e.
within
the
context
of a
complete
due
diligence
review.
Moreove
r, certain
Informati
on
provided
by you
may give
rise to
the need
to
analyze
Informati
on other
than that
set forth
in this
Checklist
.
Accordin
gly,
additiona
l
Informati
on may
be
required.
m) When
this
Checklist
requires
that a
contract
be
provided,
and the
contract
does not
exist in
written
form, you
must
provide
all
particular
s
regardin
g the
verbal
contract
entered
into, as
well as
any
correspo
ndence
or other
documen
ts in
support
thereof.
n) The
words
“docume
nt” and
“corresp
ondence”
as used
in this
Checklist
include
the
following,
without
limitation
:
- all
electroni
c files
containin
g data. In
such a
case, all
such files
must be
provided
on an
appropri
ate
computer
medium.
- all
informati
on that
you have
to
reproduc
e in
writing
because
the
informati
on is not
containe
d in a
documen
t or in
correspo
ndence.
o) It is
important
that you
provide
full
disclosur
e and,
consequ
ently,
that you
not
withhold
or omit
any or all
of the
required
Informati
on.
p) After
having
complete
d this
Checklist
and
having
provided
the
required
Informati
on on
and in
support
of the
Checklist
, you
should
initial
each
page and
sign the
Checklist
, before
a
witness,
in the
space
provided
for your
signature
.
q)
Should
you have
any
question
s or
require
assistanc
e, you
may
contact
the
following
person:
- …………
Name: ……
…………
- Tel: ……
…………
- Fax: ……
- E-
mail:
…………
….
r) The
required
Informati
on,
together
with a
hard
copy of
this
Checklist
(bearing
your
initials
and
signature
) and an
electroni
c version
thereof
(in Word,
Excel or
text
format),
must be
sent by
messeng
er (at our
expense)
no later
than
…………
…. to the
attention
of:
- …………
Name: ……
- …………
Address: ……
…………
- Tel: ……
REQUIR
ED
INFORM
¢3 2 ATION
A-
Identific
ation of
the
Compan
y
1.
Corporat
e name
2.
Address
3.
Mailing
address
4. Main
telephon
e
number
5. Main
telecopie
r number
6. Main
e-mail
address
7. Other
(specify):
…………
…………
………
B-
Identific
ation of
the
Authoriz
ed
Represe
ntative
8.
Salutatio
n (Mr.,
Ms.)
9.
Represe
ntative’s
first
name
10.
Initial(s)
11.
Represe
ntative’s
family
name
12.
Position
held
13.
Telephon
e
number
(direct
line)
14.
Telephon
e
number
(general)
15.
Mobile
telephon
e
number
16.
Pager
number
17.
Telecopi
er
number
18. E-
mail
address
(office)
19.
Telephon
e
number
(residenc
e)
20. E-
mail
address
(residenc
e)
21.
Other
(specify):
…………
…………
………
C-
History
of the
Compan
y
22.
Docume
nts
relating
to the
Compan
y’s
history
Pre-
incorpora
tion
period
Early
history of
the
Compan
y
Develop
ment
over the
years
Current
situation
Nature of
the
services
or
products
offered
23.
Other
(specify):
…………
…………
………
D-
Corpora
te
Informat
ion
Certifica
te or
Articles
24.
Certificat
e or
articles
of
incorpora
tion of
the
Compan
y
Date of
certificat
e or
articles
Incorpor
ation
date (if
different)
Corporat
e name
Other
versions
(French,
English,
abbreviat
ed, etc.)
Incorpor
ating act
Place of
incorpora
tion
(applicab
le
jurisdictio
n)
Incorpor
ation
number,
registrati
on
number,
identifica
tion
number,
etc.
25.
Certificat
e(s) or
articles
of
amendm
ent
Date of
certificat
e(s) or
articles
Date of
amendm
ent (if
different)
Summar
y of
amendm
ent
26.
Certificat
e(s) or
articles
of
amalgam
ation
Date of
certificat
e(s) or
articles
Date of
amalgam
ation (if
different)
Name of
amalgam
ating
compani
es
27.
Structure
of share
capital
Authoriz
ed
number
of shares
Classes
of shares
Rights
relating
to each
class
(voting
rights,
dividend
rights,
etc.)
28. By-
laws
(and
amendm
ents)
General
by-law
Borrowin
g by-law
Special
by-laws
Other by-
laws
29.
Other
(specify):
…………
…………
………
Govern
mental
Notices
30.
Notice of
board
members
hip
31.
Notice of
head
office
32.
Other
governm
ental
notices
33.
Certificat
e of
complian
ce/certifi
cate of
conformit
y
Issued
by
governm
ental
authoritie
s
Up to
date
(less
than 30
days)
34.
Declarati
on of
registrati
on, initial
declarati
on,
prospect
us or
other
initial
documen
t
35.
Annual
declarati
ons or
annual
reports
filed in
the last
five (5)
years
36.
Amendin
g
declarati
ons or
amended
reports
filed in
the last
five (5)
years
37.
Notice of
default
Nature of
any
notice
received
from the
governm
ental
authoritie
s
Evidence
of default
having
been
remedied
38.
Other
(specify):
…………
…………
………
Minutes
and
Resoluti
ons
39.
Minutes
and
resolutio
ns of the
incorpora
tors
Date of
meetings
held or
resolutio
ns
adopted
Persons
present/a
bsent
Waiver
of notice
of
meeting
Dissent
Signatur
es
40.
Minutes
and
resolutio
ns of the
directors
since the
incorpora
tion
Date of
meetings
held or
resolutio
ns
adopted
Persons
present/a
bsent
Waiver
of notice
of
meeting
Dissent
Signatur
es
Annual
meetings
41.
Minutes
and
resolutio
ns of all
subcom
mittees
of
directors
(e.g:
executiv
e
committe
e) since
the
incorpora
tion
Date of
meetings
held or
resolutio
ns
adopted
Persons
present/a
bsent
Waiver
of notice
of
meeting
Dissent
Signatur
es
42.
Minutes
and
resolutio
ns of the
sharehol
ders
since the
incorpora
tion
Date of
meetings
held or
resolutio
ns
adopted
Persons
present/a
bsent
Waiver
of notice
of
meeting
Dissent
Signatur
es
Annual
meetings
43.
Minutes
and
resolutio
ns of all
subcom
mittees
of
sharehol
ders
since the
incorpora
tion
Date of
meetings
held or
resolutio
ns
adopted
Persons
present/a
bsent
Waiver
of notice
of
meeting
Dissent
Signatur
es
44.
Written
consents
from all
or part of
the
directors
Consent
to
telephon
e
meetings
Other
consents
45.
Written
consents
from all
or part of
the
sharehol
ders
Consent
to
telephon
e
meetings
Other
consents
46.
Other
(specify):
…………
…………
………
Incorpor
ators
47. List
of
incorpora
tors
Name,
address
and
telephon
e
number
Date of
birth
Social
insuranc
e
number
or social
security
number
Citizensh
ip
48.
Other
(specify):
…………
…………
………
Director
s
49. List
of
directors
Name,
address
and
telephon
e
number
Date of
birth
Social
insuranc
e
number
or social
security
number
Citizensh
ip
Date
became
a director
Date
ceased
to be a
director
50.
Curriculu
m vitae
of each
director
51.
Other
(specify):
…………
…………
………
Senior
Executiv
es or
Officers
52. List
of senior
executiv
es or
officers
Name,
address
and
telephon
e
number
Date of
birth
Social
insuranc
e
number
or social
security
number
Citizensh
ip
Position
held (e.g:
president
, vice-
president
,
secretary
,
treasurer
, etc.)
Date
became
a senior
executiv
e or
officer
Date
ceased
to be a
senior
executiv
e or
officer
53.
Curriculu
m vitae
of each
senior
executiv
e or
officer
54.
Other
(specify):
…………
…………
………
Shareho
lders
55. List
of
sharehol
ders
Name,
address
and
telephon
e
number
Date of
birth
Social
insuranc
e
number
or social
security
number
Citizensh
ip
Number
and
class of
shares
held
Percenta
ge of
shares
held
Date
became
a
sharehol
der
Date
ceased
to be a
sharehol
der
56.
Curriculu
m vitae
of each
sharehol
der
57.
Other
(specify):
…………
…………
………
Securiti
es
58.
Issued
and paid
up share
capital
account
Name of
the
sharehol
der
Number
and
class of
securitie
s held
Particula
rs of
transacti
ons
59.
Other
(specify):
…………
…………
………
Share
Transfer
s
60. List
of share
transfers
Transfer
number
Name of
transfero
r
Name of
transfere
e
Number
and
class of
shares
transferr
ed
Number
of the
share
certificat
e in
question
61.
Other
(specify):
…………
…………
………
Share
Certifica
tes
62.
Outstand
ing share
certificat
e(s)
Certificat
e
number
Name of
holder
Number
and
class of
shares
represen
ted by
the
certificat
e
Restrictio
ns on
share
transfers
(set forth
on the
certificat
e)
Current
location
of
certificat
e (if not
in the
register)
63.
Cancelle
d share
certificat
e(s)
Certificat
e
number
Name of
holder
Number
and
class of
shares
represen
ted by
the
certificat
e
Restrictio
ns on
share
transfers
(set forth
on the
certificat
e)
Endorse
ment of
certificat
e
Current
location
of
certificat
e (if not
in the
register)
64.
Other
(specify):
…………
…………
………
Agreem
ents
Relating
to
Shares
of the
Compan
y
65.
Sharehol
ders’
agreeme
nt:
Exists
(yes or
no)
Type of
agreeme
nt (e.g:
unanimo
us)
Name of
signing
sharehol
ders
Signatur
e date
Term
Interventi
on by the
Compan
y (yes or
no)
66.
Voting
trust and
other
similar
agreeme
nts
67.
Private
placeme
nt
agreeme
nts
68.
Agreeme
nts
relating
to the
sale of
the
Compan
y’s
shares
69.
Agreeme
nts
relating
to the
issuance
of the
Compan
y’s
shares
70.
Descripti
on of all
share
purchase
plans
71. List
of
persons
(includin
g
directors,
senior
executiv
es,
sharehol
ders,
employe
es and
persons
related to
them)
who are
beneficia
ries
under
any
share
purchase
plan
72.
Descripti
on of all
stock
option
plans
73. List
of
persons
(includin
g
directors,
senior
executiv
es,
sharehol
ders,
employe
es and
persons
related to
them)
who are
beneficia
ries
under
any
stock
option
plan
74.
Other
(specify):
…………
…………
………
Subsidia
ries and
Other
Entities
75. List
of
compani
es and
other
types of
business
es in
which
the
Compan
y holds
an
interest
of fifty
percent
(50%) or
more:
Name,
address
and
telephon
e
number
of
compani
es and
other
types of
business
es in
question
Nature of
their
operation
s
Number
and
class of
shares or
units
held by
the
Compan
y
Percenta
ge of
shares or
units
held by
the
Compan
y
Name,
address
and
telephon
e
number
of other
sharehol
ders or
partners
(if any)
Name,
address
and
telephon
e
number
of
directors
76. List
of
compani
es and
other
types of
business
es in
which
the
Compan
y holds
an
interest
of less
than fifty
percent
(50%):
Name,
address
and
telephon
e
number
of
compani
es and
other
types of
business
es in
question
Nature of
their
operation
s
Number
and
class of
shares or
units
held by
the
Compan
y
Percenta
ge of
shares or
units
held by
the
Compan
y
Name,
address
and
telephon
e
number
of other
sharehol
ders or
partners
Name,
address
and
telephon
e
number
of
directors
77.
Organiza
tion chart
showing
the
relations
hip
between
the
Compan
y, its
subsidiar
ies and
the
compani
es/busin
esses in
which
the
Compan
y holds
an
interest
78. List
of
compani
es and
other
types of
business
es in
which
any
director,
senior
executiv
e,
sharehol
der or
employe
e of the
Compan
y holds
an
interest:
Name of
every
director,
senior
executiv
e,
sharehol
der or
employe
e in
question
Name,
address
and
telephon
e
number
of
compani
es and
other
types of
business
es in
question
Nature of
their
operation
s
Number
and
class of
shares or
units
held by
every
director,
senior
executiv
e,
sharehol
der or
employe
e in
question
Percenta
ge of
shares or
units
held by
every
director,
senior
executiv
e,
sharehol
der or
employe
e in
question
Name,
address
and
telephon
e
number
of other
sharehol
ders or
partners
(if any)
Name,
address
and
telephon
e
number
of
directors
79.
Organiza
tion chart
showing
the
relations
hip
between
every
director,
senior
executiv
e,
sharehol
der or
employe
e of the
Compan
y and the
compani
es/busin
esses in
which he
holds an
interest
80.
Other
(specify):
…………
…………
………
Busines
s Plan
81. Up to
date
version
of the
Compan
y’s
business
plan
82. Prior
versions
of the
Compan
y’s
business
plan
prepared
during
the last
five (5)
years
83.
Other
(specify):
…………
…………
………
Relation
ships
Between
Individu
als
financial,
or other)
between
every
director,
senior
executiv
e,
sharehol
der or
employe
e of the
Compan
y and the
other
directors,
senior
executiv
es,
sharehol
ders,
employe
es,
customer
s,
suppliers
,
consulta
nts and
subcontr
actors of
the
Compan
y
85.
Other
(specify):
…………
…………
………
Suretys
hips and
Guarant
ees
Granted
in
Favour
of the
Compan
y
es or
other
contracts
or
documen
ts
pursuant
to which
any
director,
senior
executiv
e,
sharehol
der or
employe
e of the
Compan
y agreed
to act as
surety or
guaranto
r of the
Compan
y in
favour of
a third
party
(e.g:
financial
institutio
n,
supplier,
etc.)
87.
Suretyshi
ps,
guarante
es or
other
contracts
or
documen
ts
pursuant
to which
any
subsidiar
y agreed
to act as
surety or
guaranto
r of the
Compan
y in
favour of
a third
party
(e.g:
financial
institutio
n,
supplier,
etc.)
88.
Suretyshi
ps,
guarante
es or
other
contracts
or
documen
ts
pursuant
to which
any
surety
company
agreed
to act as
surety or
guaranto
r of the
Compan
y in
favour of
a third
party
(e.g:
financial
institutio
n,
supplier,
etc.)
89.
Suretyshi
ps,
guarante
es or
other
contracts
or
documen
ts
pursuant
to which
any other
natural
or legal
person
agreed
to act as
surety or
guaranto
r of the
Compan
y in
favour of
a third
party
(e.g:
financial
institutio
n,
supplier,
etc.)
90.
Other
(specify):
…………
…………
………
Corpora
te
Operatio
ns
91. List
of the
states,
province
s and
countries
in which
the
Compan
y is
authorize
d to carry
on its
operation
s
92. List
of the
states,
province
s and
countries
in which
the
Compan
y actually
carries
on its
operation
s
93.
Docume
nts
relating
to all
corporat
e
transacti
ons
which
have
been or
will be
carried
out
outside
the
ordinary
course of
business
:
·
Acquisiti
on of a
business
·
Dispositi
on of
assets
·
Acquisiti
on of
assets
·
Corporat
e
reorganiz
ation
·
Amalga
mation
·
Dissoluti
on
· etc.
94.
Other
(specify):
…………
…………
………
Number
s
Attribute
d to the
Compan
y by
Various
Govern
mental
Organiz
ations
95.
Business
number
96.
CIDREQ
registrati
on
number
(Quebec)
97. QST
number
(Quebec)
98. GST
number
(Canada)
99.
Employe
r
identifica
tion
Number
(USA)
100.Emp
loyer
number
101.Othe
r
(specify):
…………
………
Miscella
neous
102.Corp
orate
records
Location
of
records
(if not at
the
Compan
y’s head
office)
103.Corp
orate
seal(s)
Exist(s)
(yes or
no)
Location
of seal (if
not at the
Compan
y’s head
office)
104.Valu
ation
reports
on the
value of
the
Compan
y’s
shares,
prepared
or
obtained
during
the last
five (5)
years
105.Lega
l opinion
from the
Compan
y’s
lawyers
regardin
g the
Compan
y’s
corporat
e status
106.Othe
r
(specify):
…………
…………
………
E-
Account
ing
Informat
ion
107.List
of all
accounti
ng firms
with
which
the
Compan
y has
dealt
during
the last
five (5)
years
Name,
address
and
telephon
e
number
of the
firm
Name of
the
person in
charge of
the
Compan
y’s file
Telephon
e
number
(direct)
Telecopi
er
number
Mobile
telephon
e
number
Pager
number
E-mail
address
108.Cont
ract of
professio
nal
services
or
professio
nal fees
entered
into
between
the
Compan
y and
any
accounti
ng firm
during
the last
five (5)
years
109.Fina
ncial
statemen
ts
(includin
g the
balance
sheet
and
income
statemen
t) for the
five (5)
most
recently
complete
d fiscal
years
110.Mont
hly
internal
financial
statemen
ts since
the end
of the
most
recently
complete
d fiscal
year
111.Bud
get
forecasts
prepared
for the
next five
(5) fiscal
years
112.Bud
get and
budgetar
y
estimate
for the
current
fiscal
year
113.List
of future
obligatio
ns not
reflected
in the
most
recent
financial
statemen
ts
Nature of
the
obligatio
n
Amount
involved
Name,
address
and
telephon
e
number
of the
creditor
114.Des
cription
of every
reserve
establish
ed for
specific
continge
ncies
115.Deta
iled
descripti
on of
every
disagree
ment
with the
Compan
y’s
accounta
nts
regardin
g
financial
statemen
ts issued
during
the last
five (5)
years
116.Doc
uments
relating
to every
change
in the
accounti
ng
methods
or
accounti
ng
principle
s used
which
occurred
during
the last
five (5)
years
117.Corr
esponde
nce
received
from/sent
to the
Compan
y’s
accounta
nts
during
the last
five (5)
years
118.Othe
r
(specify):
…………
…………
………
F- Tax
Informat
ion
119.List
of all
firms of
tax
experts
with
which
the
Compan
y has
dealt
during
the last
five (5)
years
Name,
address
and
telephon
e
number
of the
firm
Name of
the
person in
charge of
the
Compan
y’s file
Telephon
e
number
(direct)
Telecopi
er
number
Mobile
telephon
e
number
Pager
number
E-mail
address
120.Cont
ract of
professio
nal
services
or
professio
nal fees
entered
into
between
the
Compan
y and
any firm
of tax
experts
during
the last
five (5)
years
121.Corr
esponde
nce
received
from/sent
to the
Compan
y’s tax
experts
during
the last
five (5)
years
122.Othe
r
(specify):
…………
…………
………
Income
Tax
123.Inco
me tax
returns
for the
last five
(5) years
National
Federal
Provincia
l
State
Other
(specify):
…………
.
124.Noti
ces of
assessm
ent
issued
by any
compete
nt fiscal
authority
for the
last five
(5) years
125.Noti
ces of
reassess
ment,
additiona
l
assessm
ent,
corrected
assessm
ent or
amended
assessm
ent,
issued
by any
compete
nt fiscal
authority
for the
last five
(5) years
126.Corr
esponde
nce
received
from/sent
to any
compete
nt fiscal
authority
during
the last
five (5)
years
127.Doc
uments
relating
to every
audit
carried
out by
any
compete
nt fiscal
authority
during
the last
five (5)
years
Descripti
on of the
audit
carried
out
Correspo
ndence
received/
sent
Notices
of
assessm
ent
resulting
from any
audit
Amounts
claimed
Amounts
paid
128.Othe
r
(specify):
…………
…………
………
Sales
Tax
129.Sale
s tax
declarati
ons or
returns
prepared
during
the last
five (5)
years
130.Noti
ces of
assessm
ent
issued
by any
compete
nt fiscal
authority
during
the last
five (5)
years
131.Noti
ces of
reassess
ment,
additiona
l
assessm
ent,
corrected
assessm
ent or
amended
assessm
ent,
issued
by any
compete
nt fiscal
authority
for the
last five
(5) years
132.Corr
esponde
nce
received
from/sent
to any
compete
nt fiscal
authority
during
the last
five (5)
years
133.Doc
uments
relating
to every
audit
carried
out by
any
compete
nt fiscal
authority
during
the last
five (5)
years
Correspo
ndence
received/
sent
Notices
of
assessm
ent
resulting
from any
audit
Amounts
claimed
Amounts
paid
134.Othe
r
(specify):
…………
…………
………
Other
Taxes,
Contribu
tions
and
Levies
(e.g:
Unempl
oyment
Insuranc
e, Social
Security
, etc.)
135.Decl
arations
or
returns
regardin
g taxes,
contributi
ons or
levies
prepared
during
the last
five (5)
years
136.Noti
ces of
assessm
ent
issued
by any
compete
nt fiscal
authority
during
the last
five (5)
years
137.Noti
ces of
reassess
ment,
additiona
l
assessm
ent,
corrected
assessm
ent or
amended
assessm
ent,
issued
by any
compete
nt fiscal
authority
for the
last five
(5) years
138.Corr
esponde
nce
received
from/sent
to any
compete
nt fiscal
authority
during
the last
five (5)
years
139.Doc
uments
relating
to every
audit
carried
out by
any
compete
nt fiscal
authority
during
the last
five (5)
years
Correspo
ndence
received/
sent
Notices
of
assessm
ent
resulting
from any
audit
Amounts
claimed
Amounts
paid
140.Othe
r
(specify):
…………
…………
………
Tax
Credits
141.Appli
cations
for tax
credits
relating
to
research
and
develop
ment
(scientific
,
experime
ntal, etc.)
Governm
ental
confirmat
ions
Governm
ental
oppositio
ns
142.Othe
r
(specify):
…………
…………
………
G-
Financia
l
Informat
ion
143.List
of all
financial
institutio
ns with
which
the
Compan
y has
dealt
during
the last
five (5)
years
Name,
address
and
telephon
e
number
of the
financial
institutio
n
Name of
the
person in
charge of
the
Compan
y’s file
Telephon
e
number
(direct)
Telecopi
er
number
Mobile
telephon
e
number
Pager
number
E-mail
address
144.List
of the
Compan
y’s bank
accounts
·
Location
of the
bank
branch
·
Type of
account
(current
account,
chequing
account,
etc.)
·
Account
number
·
Transit
number
·
Identity
of
signatori
es
·
Powers
of
signatori
es
(alone,
jointly,
two out
of three,
limit on
amounts,
etc.)
145.Mont
hly bank
statemen
ts, for
each of
the
Compan
y’s bank
accounts
,
received
during
the last
five (5)
years
146.Fixe
d credit
agreeme
nts
(loans)
entered
into with
any
financial
institutio
n,
institutio
nal
lender or
private
lender
147.Vari
able
credit
agreeme
nts (line
of credit)
entered
into with
any
financial
institutio
n,
institutio
nal
lender or
private
lender
148.Imm
ovable
hypothec
agreeme
nts (real
estate
mortgag
e
agreeme
nts)
entered
into with
any
financial
institutio
n,
institutio
nal
lender or
private
lender,
or with
any other
natural
or legal
person
149.Mov
able
hypothec
agreeme
nts
(personal
property
mortgag
e
agreeme
nts)
entered
into with
any
financial
institutio
n,
institutio
nal
lender or
private
lender,
or with
any other
natural
or legal
person
150.Fina
ncial
documen
ts
executed
by the
Compan
y (e.g:
acknowle
dgement
of debt,
promisso
ry note,
letter of
credit,
etc.)
151.Sure
tyships
entered
into with
any
financial
institutio
n,
institutio
nal
lender or
private
lender
152.Safe
ty-
deposit
box
rental
agreeme
nts
153.Certi
ficates of
deposit
of sums
of
money,
treasury
bills and
other
financial
instrume
nts
154.List
of
corporat
e credit
cards
issued in
the name
of the
Compan
y or of
any
director,
senior
executiv
e or
employe
e of the
Compan
y
·
Name of
credit
card
issuer
·
Type of
card
(Visa,
MasterC
ard,
America
n
Express,
Discover,
etc.)
·
Credit
limit
granted
155.Cred
it card
statemen
ts and
use
reports
received
during
the last
five (5)
years
156.Noti
ce of
default
(includin
g a
formal
demand,
demand
for
payment,
etc.)
regardin
g any
financial
obligatio
n
assumed
by the
Compan
y
157.Doc
uments
relating
to every
loan or
other
form of
financial
assistanc
e
granted
by the
Compan
y to its
parent
company
or to any
subsidiar
y or
other
business
in which
it holds
an
interest,
during
the last
five (5)
years
·
Amount
of the
loan
·
Terms
and
condition
s of
repayme
nt
·
Notice of
default
sent by
the
Compan
y
158.Doc
uments
relating
to every
loan or
other
form of
financial
assistanc
e
granted
to the
Compan
y by its
parent
company
or by any
subsidiar
y or
other
business
in which
it holds
an
interest,
during
the last
five (5)
years
·
Amount
of the
loan
·
Terms
and
condition
s of
repayme
nt
·
Notice of
default
sent to
the
Compan
y
159.Doc
uments
relating
to every
loan or
other
form of
financial
assistanc
e
granted
by the
Compan
y to any
director,
senior
executiv
e or
employe
e during
the last
five (5)
years
·
Amount
of the
loan
·
Terms
and
condition
s of
repayme
nt
·
Notice of
default
sent by
the
Compan
y
160.Doc
uments
relating
to every
loan or
other
form of
financial
assistanc
e
granted
to the
Compan
y by any
director,
senior
executiv
e or
employe
e during
the last
five (5)
years
·
Amount
of the
loan
·
Terms
and
condition
s of
repayme
nt
·
Notice of
default
sent to
the
Compan
y
161.Doc
uments
relating
to every
governm
ent
subsidy,
governm
ental
financial
assistanc
e or
other
governm
ental
assistanc
e
received
by the
Compan
y during
the last
five (5)
years
Descripti
on
Amount
Terms
and
condition
s of grant
Terms
and
condition
s of
payment
Terms
and
condition
s of
repayme
nt
162.Corr
esponde
nce
received
from/sent
to the
Compan
y’s
bankers
during
the last
five (5)
years
163.Othe
r
(specify):
…………
…………
………
H- Legal
Informat
ion
164.List
of all law
firms
with
which
the
Compan
y has
dealt
during
the last
five (5)
years
Name,
address
and
telephon
e
number
of the
firm
Name of
the
person in
charge of
the
Compan
y’s file
Telephon
e
number
(direct)
Telecopi
er
number
Mobile
telephon
e
number
Pager
number
E-mail
address
165.Cont
ract of
professio
nal
services
or
professio
nal fees
entered
into
between
the
Compan
y and
any law
firm
during
the last
five (5)
years
166.Cop
y of the
civil
docket of
all cases
involving
the
Compan
y or its
directors,
senior
executiv
es,
sharehol
ders or
employe
es, in
any
capacity
whatsoe
ver
167.Cop
y of the
civil and
criminal
docket of
all cases
involving
the
Compan
y or its
directors,
senior
executiv
es,
sharehol
ders or
employe
es, in
any
capacity
whatsoe
ver
168.Doc
uments
relating
to every
claim
(includin
g every
action,
demand,
applicati
on for an
injunctio
n,
proceedi
ngs or
procedur
es,
whether
judicial,
quasi-
judicial,
administr
ative,
arbitral
or
otherwis
e) made
by the
Compan
y during
the last
five (5)
years
Name of
the law
firm
represen
ting the
Compan
y
File
number
Jurisdicti
on in
question
(court,
location,
etc.)
Name,
address
and
telephon
e
number
of the
opposing
party
Name,
address
and
telephon
e
number
of the
firm (and
the
lawyer in
charge)
represen
ting the
opposing
party
Nature of
the legal
claim
Amount
claimed
Current
status of
the file
(includin
g every
action,
demand,
applicati
on for an
injunctio
n,
proceedi
ngs or
procedur
es,
whether
judicial,
quasi-
judicial,
administr
ative,
arbitral
or
otherwis
e) made
against
the
Compan
y or its
directors,
sharehol
ders or
employe
es during
the last
five (5)
years
Name of
the law
firm
represen
ting the
Compan
y or its
directors,
sharehol
ders or
employe
es
File
number
Jurisdicti
on in
question
(court,
location,
etc.)
Name,
address
and
telephon
e
number
of the
opposing
party
Name,
address
and
telephon
e
number
of the
firm (and
the
lawyer in
charge)
represen
ting the
opposing
party
Nature of
the legal
claim
Amount
claimed
Current
status of
the file
170.Doc
uments
regardin
g out of
court
settleme
nts,
unilateral
discharg
es or
mutual
discharg
es, or
other
documen
ts to
which
the
Compan
y or its
directors,
sharehol
ders or
employe
es were
parties
during
the last
five (5)
years
ments
(includin
g orders,
injunctio
ns and
other
types of
judgment
s)
rendered
in favour
of the
Compan
y or its
directors,
sharehol
ders or
employe
es by a
tribunal
(includin
g any
court,
administr
ative
tribunal,
governm
ental
authority,
etc.)
during
the last
five (5)
years
Name of
the law
firm
represen
ting the
Compan
y or its
directors,
sharehol
ders or
employe
es
File
number
of the file
in
question
Jurisdicti
on in
question
(court,
location,
etc.)
Name,
address
and
telephon
e
number
of the
opposing
party
Name,
address
and
telephon
e
number
of the
firm (and
the
lawyer in
charge)
represen
ting the
opposing
party
Nature of
the legal
claim
Amount
claimed
Current
status of
the file
(e.g:
judgment
satisfied,
being
enforced,
oppositio
n to
seizure,
etc.)
ments
(includin
g orders,
injunctio
ns and
other
types of
judgment
s)
rendered
against
the
Compan
y or its
directors,
sharehol
ders or
employe
es by a
tribunal
(includin
g any
court,
administr
ative
tribunal,
governm
ental
authority,
etc.)
during
the last
five (5)
years
Name of
the law
firm
represen
ting the
Compan
y or its
directors,
sharehol
ders or
employe
es
Name,
address
and
telephon
e
number
of the
opposing
party
Name,
address
and
telephon
e
number
of the
firm (and
the
lawyer in
charge)
represen
ting the
opposing
party
Nature of
the legal
claim
Amount
claimed
Current
status of
the file
(e.g:
judgment
satisfied,
being
enforced,
oppositio
n to
seizure,
etc.)
notices
of
default,
final
notices
and
other
documen
ts raising
the
liability of
the
Compan
y or its
directors,
sharehol
ders or
employe
es, and
potentiall
y leading
to the
institutio
n of legal
proceedi
ngs
against
any one
of them,
received
during
the last
five (5)
years
174.Lega
l
opinions
prepared
by any
lawyer or
law firm
regardin
g the
actual,
potential
or
threaten
ed
liability of
the
Compan
y or its
directors,
sharehol
ders or
employe
es in any
potential
or
existing
dispute,
during
the last
five (5)
years
175.Corr
esponde
nce
received
from/sent
to the
Compan
y’s
lawyers
during
the last
five (5)
years
176.Opin
ion
letters
sent by
any of
the
Compan
y’s
lawyers
to the
Compan
y’s
accounta
nts
during
the last
five (5)
years
177.Othe
r
(specify):
…………
…………
………
I-
Complia
nce With
Laws
178.List
of
applicati
ons for
licences,
permits
and
other
authoriza
tions
allowing
the
Compan
y to
operate
its
business
alone or
with
others
179.List
of
licences,
permits
and
other
authoriza
tions
allowing
the
Compan
y to
operate
its
business
alone or
with
others
180.Busi
ness tax
statemen
ts for the
last five
(5) years
181.Busi
ness
licences,
operating
permits
and
other
authoriza
tions
issued
by any
governm
ental
authority
(municip
al,
regional,
state,
provincia
l, etc.)
Name of
issuer
Name of
beneficia
ry
Name,
address
and
telephon
e
number
of the
guaranto
r (if
applicabl
e)
Effective
date
Term
Operatio
ns in
question
182.Lice
nces,
permits
or
exemptio
ns
issued
under
any
legislatio
n
regardin
g
securitie
s
(includin
g all
laws,
regulatio
ns,
decrees,
orders,
etc.)
183.Lice
nces,
permits
or
exemptio
ns
issued
under
any
legislatio
n
regardin
g
investme
nts
(includin
g all
laws,
regulatio
ns,
decrees,
orders,
etc.)
184.Lice
nces,
permits
or
exemptio
ns
issued
under
any
legislatio
n
regardin
g
competiti
on
(includin
g all
laws,
regulatio
ns,
decrees,
orders,
etc.)
185.Lice
nces,
permits
or
exemptio
ns
issued
under
any
legislatio
n
regardin
g
consume
r
protectio
n
(includin
g all
laws,
regulatio
ns,
decrees,
orders,
etc.)
186.Lice
nces,
permits
or
exemptio
ns
issued
under
any other
legislatio
n
(includin
g all
laws,
regulatio
ns,
decrees,
orders,
etc.)
of
default,
notices
of
violation,
warnings
,
summon
s, orders,
orders to
appear,
fines,
legal
notices,
judicial
notices,
or any
other
instrume
nt or
procedur
e issued
by a
compete
nt
authority
in virtue
of, or
pursuant
to the
violation
of any
legislatio
n
188.Doc
uments
relating
to any
investiga
tion,
examinat
ion,
inspectio
n or
other
procedur
e carried
out
during
the last
five (5)
years
under
any
applicabl
e
legislatio
n
189.Othe
r
(specify):
…………
…………
………
J-
Intellect
ual
Property
Tradema
rks
190.List
of
trademar
ks
(whether
or not
registere
d) used
by the
Compan
y in any
country
·
location
of first
use
· date
of first
use
191.Regi
stration
certificat
es for
trademar
ks used
by the
Compan
y
Countrie
s in
which
each of
the
trademar
ks is
registere
d
Registrat
ion date
Registrat
ion
number
Name of
registere
d
owner(s)
Name of
previous
owner(s)
(if
applicabl
e)
Descripti
on of the
wares/se
rvices
covered
by the
trademar
k
192.Appli
cations
for
registrati
on of the
trademar
ks used
by the
Compan
y
Countrie
s in
which
each of
the
applicati
ons for
registrati
on was
filed for
purposes
of
registrati
on
Filing
date of
the
applicati
on for
registrati
on
Number
of the
applicati
on for
registrati
on
Name of
owner-
applicant
(s)
Descripti
on of the
wares/se
rvices
covered
by the
applicati
on for
registrati
on
Current
status of
the file
193.List
of the
Compan
y’s
proposed
trademar
ks
194.Lice
nces
(e.g:
user
licence)
granted
by the
Compan
y to third
parties
195.Tech
nical
documen
ts
relating
to any
trademar
k
196.Assi
gnment
of rights
agreeme
nts
entered
into
between
the
Compan
y and
third
parties
197.Doc
uments
relating
to any
claim or
complain
t of
trademar
k
infringem
ent made
by the
Compan
y against
third
parties
198.Doc
uments
relating
to any
claim or
complain
t of
trademar
k
infringem
ent made
against
the
Compan
y by third
parties
199.Othe
r
(specify):
…………
…………
………
Copyrig
hts
200.List
of
copyright
s
(whether
or not
registere
d) owned
by the
Compan
y in any
country
201.Regi
stration
certificat
es for
copyright
s owned
by the
Compan
y
Countrie
s in
which
each of
the
copyright
s is
registere
d
Registrat
ion date
Registrat
ion
number
Name of
author(s)
Name of
registere
d
owner(s)
Name of
previous
owner(s)
(if
applicabl
e)
Descripti
on of the
work
covered
by the
copyright
202.Appli
cations
for
registrati
on of the
copyright
s owned
by the
Compan
y
Countrie
s in
which
each of
the
applicati
ons for
registrati
on was
filed
Filing
date of
the
applicati
on for
registrati
on
Number
of the
applicati
on for
registrati
on
Name of
author(s)
Name of
owner-
applicant
(s)
Descripti
on of the
work
covered
by the
copyright
Current
status of
the file
203.Lice
nces
(e.g:
user
licence)
granted
by the
Compan
y to third
parties
204.Tech
nical
documen
ts
relating
to any
copyright
205.Assi
gnment
of rights
agreeme
nts
entered
into
between
the
Compan
y and
third
parties
206.Doc
uments
relating
to any
claim or
complain
t of
copyright
infringem
ent made
by the
Compan
y against
third
parties
207.Doc
uments
relating
to any
claim or
complain
t of
copyright
infringem
ent made
against
the
Compan
y by third
parties
208.Othe
r
(specify):
…………
…………
………
Patents
209.List
of
patents
(whether
or not
registere
d) owned
by the
Compan
y in any
country
210.Regi
stration
certificat
es for
patents
owned
by the
Compan
y
Countrie
s in
which
each of
the
patents
is
registere
d
Registrat
ion date
Registrat
ion
number
Name of
inventor(
s)
Name of
registere
d
owner(s)
Name of
previous
owner(s)
(if
applicabl
e)
Descripti
on of the
invention
covered
by the
patent
211.Appli
cations
for
registrati
on of
patents
Countrie
s in
which
each of
the
applicati
ons for
registrati
on was
filed
Filing
date of
the
applicati
on for
registrati
on
Number
of the
applicati
on for
registrati
on
Name of
inventor(
s)
Name of
owner-
applicant
(s)
Descripti
on of the
invention
covered
by the
patent
applicati
on
Current
status of
the file
212.Lice
nces
(e.g:
user
licence)
granted
by the
Compan
y to third
parties
213.Tech
nical
documen
ts
relating
to any
patent
214.Assi
gnment
of rights
agreeme
nts
entered
into
between
the
Compan
y and
third
parties
215.Doc
uments
relating
to any
claim or
complain
t of
patent
infringem
ent made
by the
Compan
y against
third
parties
216.Doc
uments
relating
to any
claim or
complain
t of
patent
infringem
ent made
against
the
Compan
y by third
parties
217.Othe
r
(specify):
…………
…………
………
Industri
al
Designs
218.List
of
industrial
designs
(whether
or not
registere
d) owned
by the
Compan
y in any
country
219.Regi
stration
certificat
es for
industrial
designs
owned
by the
Compan
y
Countrie
s in
which
each of
the
industrial
designs
is
registere
d
Registrat
ion date
Registrat
ion
number
Name of
author(s)
Name of
registere
d
owner(s)
Name of
previous
owner(s)
(if
applicabl
e)
Descripti
on of the
industrial
design
220.Appli
cations
for
registrati
on of the
industrial
designs
held by
the
Compan
y
Countrie
s in
which
each of
the
applicati
ons for
registrati
on was
filed
Filing
date of
the
applicati
on for
registrati
on
Number
of the
applicati
on for
registrati
on
Name of
author(s)
Name of
owner-
applicant
(s)
Descripti
on of the
industrial
design
Current
status of
the file
221.Lice
nces
(e.g:
user
licence)
granted
by the
Compan
y to third
parties
222.Tech
nical
documen
ts
relating
to any
industrial
design
223.Assi
gnment
of rights
agreeme
nts
entered
into
between
the
Compan
y and
third
parties
224.Doc
uments
relating
to any
claim or
complain
t of
industrial
design
infringem
ent made
by the
Compan
y against
third
parties
225.Doc
uments
relating
to any
claim or
complain
t of
industrial
design
infringem
ent made
against
the
Compan
y by third
parties
226.Othe
r
(specify):
…………
…………
………
Trade
Secrets
227.List
of trade
secrets
owned
by the
Compan
y in any
country
228.Nam
e of
persons
having
knowled
ge
thereof
229.Lice
nces
(e.g:
user
licence)
granted
by the
Compan
y to third
parties
230.Lice
nces
(e.g:
user
licence)
granted
to the
Compan
y by third
parties
231.Assi
gnment
of rights
agreeme
nts
entered
into
between
the
Compan
y and
third
parties
232.Tech
nical
documen
ts
relating
to any
trade
secret
233.Doc
uments
relating
to any
claim or
complain
t of trade
secret
infringem
ent made
by the
Compan
y against
third
parties
234.Doc
uments
relating
to any
claim or
complain
t of trade
secret
infringem
ent made
against
the
Compan
y by third
parties
235.Othe
r
(specify):
…………
…………
………
Technol
ogical
Process
es
236.List
of
technolo
gical
processe
s owned
by the
Compan
y in any
country
237.Nam
e of
persons
having
knowled
ge
thereof
238.Lice
nces
(e.g:
user
licence)
granted
by the
Compan
y to third
parties
239.Lice
nces
(e.g:
user
licence)
granted
to the
Compan
y by third
parties
240.Tech
nical
documen
ts
relating
to any
technolo
gical
process
241.Assi
gnment
of rights
agreeme
nts
entered
into
between
the
Compan
y and
third
parties
242.Doc
uments
relating
to any
claim or
complain
t of
infringem
ent of a
technolo
gical
process
made by
the
Compan
y against
third
parties
243.Doc
uments
relating
to any
claim or
complain
t of
infringem
ent of a
technolo
gical
process
made
against
the
Compan
y by third
parties
244.Othe
r
(specify):
…………
…………
………
Other
Intellect
ual
Property
Rights
245.List
of other
intellectu
al
property
rights
held by
the
Compan
y in any
country
(e.g:
user
licences)
246.Lice
nses
granted
by third
parties
247.Sub-
licences
granted
by third
parties
248.Tech
nical
documen
ts
relating
to any
other
intellectu
al
property
right
249.Doc
uments
relating
to any
claim or
complain
t of
infringem
ent of
intellectu
al
property
rights
made by
the
Compan
y against
third
parties
250.Doc
uments
relating
to any
claim or
complain
t of
infringem
ent of
intellectu
al
property
rights
made
against
the
Compan
y by third
parties
251.Othe
r
(specify):
…………
…………
………
Confide
ntiality
and
Non-
Disclosu
re
252.Conf
identiality
and non-
disclosur
e
agreeme
nts
signed
by third
parties in
favour of
the
Compan
y during
the last
five (5)
years
·
Directors
·
Senior
executiv
es
·
Employe
es
·
Sharehol
ders
·
Consulta
nts
·
Subcontr
actors
·
Suppliers
· Etc.
253.Conf
identiality
and non-
disclosur
e
agreeme
nts
signed
by the
Compan
y in
favour of
third
parties
during
the last
five (5)
years
254.Com
pany
policies
regardin
g
confident
iality and
non-
disclosur
e of
informati
on
belongin
g to the
Compan
y
255.Doc
uments
relating
to any
claim or
complain
t of
breach of
confident
iality
agreeme
nts made
by the
Compan
y against
third
parties
256.Doc
uments
relating
to any
claim or
complain
t of
breach of
confident
iality
agreeme
nts made
against
the
Compan
y by third
parties
257.Othe
r
(specify):
…………
…………
………
Miscella
neous
258.List
of
persons
who
contribut
ed to the
develop
ment of
the
Compan
y’s
intellectu
al
property:
·
Name,
address
and
telephon
e
number
·
Descripti
on of
involvem
ent
·
Curriculu
m vitae
259.Rele
vant
documen
ts
relating
to any
claim
which a
person
(e.g:
employe
e,
subcontr
actor,
etc.) is
asserting
or may
assert
with
respect
to any
intellectu
al
property
right that
the
Compan
y claims
to own
260.Conf
identiality
, non-
disclosur
e or
other
agreeme
nts
relating
to one or
more of
the
Compan
y’s
intellectu
al
property
rights
261.Non-
compete
or other
agreeme
nts
relating
to one or
more of
the
Compan
y’s
intellectu
al
property
rights
262.Othe
r
agreeme
nts
relating
to one or
more of
the
Compan
y’s
intellectu
al
property
rights
263.Opin
ions
given by
lawyers
or other
professio
nals with
respect
to any
intellectu
al
property
right of
the
Compan
y or any
liability of
the
Compan
y with
respect
to any
intellectu
al
property
right,
during
the last
five (5)
years
264.Othe
r
(specify):
…………
…………
………
K-
Machine
ry, Tools
and
Equipm
ent
Rolling
Stock
265.List
of rolling
stock
(e.g:
automobi
les,
trucks,
trailers,
etc.)
·
Make
·
Model
· Year
·
Serial
number
·
Licence
plate
number
·
Name of
registere
d owner
·
Equipme
nt added
·
Other
(specify):
…………
…
266.Rolli
ng stock
acquisitio
n
agreeme
nts
·
Acquisiti
on date
·
Amount
paid
·
Deprecia
tion
·
Valuation
(liquidati
on value,
replacem
ent cost,
etc.)
267.Rolli
ng stock
rental
agreeme
nts
268.Rolli
ng stock
leasing
agreeme
nts
269.Rolli
ng stock
registrati
on
certificat
es
270.Noti
ces of
default
received
by the
Compan
y
271.Othe
r
(specify):
…………
…………
………
Tools
272.List
of tools
273.Tool
acquisitio
n
agreeme
nts
·
Acquisiti
on date
·
Amount
paid
·
Deprecia
tion
·
Valuation
(liquidati
on value,
replacem
ent cost,
etc.)
274.Tool
rental
agreeme
nts
275.Tool
leasing
agreeme
nts
276.Noti
ces of
default
received
by the
Compan
y
277.Othe
r
(specify):
…………
…………
………
Equipm
ent
(Other
Than
Comput
er
Hardwar
e)
278.List
of
equipme
nt
279.Equi
pment
acquisitio
n
agreeme
nts
·
Acquisiti
on date
·
Amount
paid
·
Deprecia
tion
·
Valuation
(liquidati
on value,
replacem
ent cost,
etc.)
280.Equi
pment
rental
agreeme
nts
281.Equi
pment
leasing
agreeme
nts
282.Main
tenance,
service
and
support
contracts
283.Noti
ces of
default
received
by the
Compan
y
284.Othe
r
(specify):
…………
…………
………
L-
Product
s and
Services
285.List
of
products
manufact
ured by
the
Compan
y
·
Brand
·
Model
·
Technica
l
descripti
on
·
Product
number
286.List
of
products
offered
by the
Compan
y
·
Brand
·
Model
·
Technica
l
descripti
on
·
Product
number
287.List
of
services
offered
by the
Compan
y
·
Descripti
on
·
Service
number
(if
applicabl
e)
288.Pric
e list for
products
offered
289.Pric
e list for
services
offered
290.List
of
products
in
inventory
291.List
of
obsolete
products
in
inventory
292.Acq
uisition
agreeme
nts
relating
to
products
in
inventory
293.Sup
ply
contracts
entered
into with
suppliers
294.Noti
ces of
default
received
by the
Compan
y
295.Othe
r
(specify):
…………
…………
………
M-
Comput
er
296.List
of
computer
equipme
nt
297.List
of
software
used
·
Name of
software
·
Version
name or
number
·
Serial
number
·
Type de
version
(single
workstati
on,
network)
298.Com
puter
equipme
nt
acquisitio
n
agreeme
nts
299.Com
puter
equipme
nt rental
agreeme
nts
300.Com
puter
equipme
nt
leasing
agreeme
nts
301.Soft
ware
acquisitio
n
agreeme
nts
302.Soft
ware
end-user
licence
agreeme
nts
303.Com
puter
maintena
nce,
service
and
support
contracts
304.Noti
ces of
default
received
by the
Compan
y
305.Com
pany
policy(ies
)
regardin
g the use
of
computer
equipme
nt
306.Com
pany
policy(ies
)
regardin
g the use
of
software
307.Doc
uments
relating
to the
develop
ment of
any
software
308.Othe
r
(specify):
…………
…………
………
N-
Immova
bles
Immova
bles
Owned
by the
Compan
y
309.List
of
immovab
les
owned
by the
Compan
y
310.Acq
uisition
agreeme
nts for
each
immovab
le
311.Hyp
othecary
agreeme
nts (real
eastate
morgage
deeds)
affecting
each
immovab
le
312.Ren
ewal of
hypothec
ary
agreeme
nts (real
eastate
morgage
deeds)
313.Dee
ds of
servitude
(deeds of
easemen
t)
affecting
each
immovab
le
314.Up
to date
certificat
es of
location
for each
immovab
le
315.Valu
ation
reports
on the
immovab
les,
obtained
or
prepared
during
the last
five (5)
years
316.Title
search
reports
on the
immovab
le
317.Extr
act of the
land
register
for each
immovab
le
318.Real
estate,
municipa
l, school,
business
and
other tax
statemen
ts for the
last five
(5) years
319.Corr
esponde
nce
regardin
g the
immovab
les
received
from/sent
to the
municipa
lity,
including
all
notices
of default
or non-
complian
ce,
during
the last
five (5)
years
320.Leas
e
agreeme
nts for
any item
leased
by the
Compan
y and
located
in or on
any
immovab
le (e.g:
water
heater,
trash
container
, etc.)
321.Con
struction,
improve
ment,
renovatio
n,
expansio
n,
demolitio
n or
other
agreeme
nts
(includin
g all
tenders)
relating
to work
carried
out or to
be
carried
out in or
on the
immovab
les
during
the last
five (5)
years
322.Othe
r
(specify):
…………
…………
………
Immova
bles
Leased
by the
Compan
y (as
Lessor)
323.List
of
immovab
les (or
portions
thereof)
leased
by the
Compan
y, in its
capacity
as lessor
324.Leas
e
agreeme
nts for
each of
the said
immovab
les (or
portions
thereof)
325.Leas
e
renewal
or non-
renewal
agreeme
nts
326.Noti
ces of
default
relating
to any
lease
327.Ancil
lary
documen
ts
relating
to each
of the
said
immovab
les (or
portions
thereof)
Letters of
understa
nding
Addenda
By-Laws
of the
immovab
le
328.Othe
r
(specify):
…………
…………
………
Immova
bles
Leased
by the
Compan
y (as
Principa
l
Lessee)
329.List
of
immovab
les (or
portions
thereof)
leased
by the
Compan
y, in its
capacity
as
principal
lessee
·
Address
of the
immovab
le
·
Name,
address
and
telephon
e
number
of the
owner of
the
immovab
le
330.Leas
e
agreeme
nts for
each of
the said
immovab
les (or
portions
thereof)
331.Leas
e
renewal
or non-
renewal
agreeme
nts
332.Noti
ces of
default
relating
to any
lease
333.Ancil
lary
documen
ts
relating
to each
of the
said
immovab
les (or
portions
thereof)
Letters of
understa
nding
Addenda
By-Laws
of the
immovab
le
334.Extr
act of the
land
register
for each
immovab
le
335.Real
estate,
municipa
l, school,
business
and
other tax
statemen
ts for the
last five
(5) years
336.Corr
esponde
nce
regardin
g the
immovab
les
received
from/sent
to the
municipa
lity,
including
all
notices
of default
or non-
complian
ce,
during
the last
five (5)
years
337.Leas
e
agreeme
nts for
any item
leased
by the
Compan
y and
located
in or on
any
immovab
le (e.g:
water
heater,
trash
container
, etc.)
338.Con
struction,
improve
ment,
renovatio
n,
expansio
n,
demolitio
n or
other
agreeme
nts
(includin
g all
tenders)
relating
to work
carried
out or to
be
carried
out in or
on the
immovab
les
during
the last
five (5)
years
339.Othe
r
(specify):
…………
…………
………
Immova
bles
Leased
by the
Compan
y (as
Subless
ee)
340.List
of
immovab
les (or
portions
thereof)
sublease
d by the
Compan
y, in its
capacity
as
sublesse
e
·
Address
of the
immovab
le
·
Name,
address
and
telephon
e
number
of the
sublesso
r
·
Name,
address
and
telephon
e
number
of the
owner of
the
immovab
le
341.Subl
ease
agreeme
nts for
each of
the said
immovab
les (or
portions
thereof)
342.Subl
ease
renewal
or non-
renewal
agreeme
nts
343.Noti
ces of
default
relating
to any
sublease
344.Ancil
lary
documen
ts
relating
to each
of the
said
immovab
les (or
portions
thereof)
Letters of
understa
nding
Addenda
By-Laws
of the
immovab
le
345.Extr
act of the
land
register
for each
immovab
le
346.Real
estate,
municipa
l, school,
business
and
other tax
statemen
ts for the
last five
(5) years
347.Corr
esponde
nce
regardin
g the
immovab
les
received
from/sent
to the
municipa
lity,
including
all
notices
of default
or non-
complian
ce,
during
the last
five (5)
years
348.Leas
e
agreeme
nts for
any item
leased or
sublease
d by the
Compan
y and
located
in or on
any
immovab
le (e.g:
water
heater,
trash
container
, etc.)
349.Con
struction,
improve
ment,
renovatio
n,
expansio
n,
demolitio
n or
other
agreeme
nts
(includin
g all
tenders)
relating
to work
carried
out or to
be
carried
out in or
on the
immovab
les
during
the last
five (5)
years
350.Othe
r
(specify):
…………
…………
………
O-
Insuranc
e
351.List
of all
insuranc
e
compani
es with
which
the
Compan
y has
dealt
during
the last
five (5)
years
Name,
address
and
telephon
e
number
of the
insuranc
e
company
Name,
address
and
telephon
e
number
of the
insuranc
e broker
Name of
the
person in
charge of
the
Compan
y’s file
Telephon
e
number
(direct)
Telecopi
er
number
E-mail
address
352.Insur
ance
policy(ies
)
covering
the
Compan
y’s
movable
property
(personal
property)
Name of
the
insuranc
e
company
Name of
the
insuranc
e broker
Amount
of
coverage
Premium
payable
Name,
address
and
telephon
e
number
of
beneficia
ries
353.Insur
ance
policy(ies
)
covering
the
Compan
y’s rolling
stock
(e.g:
cars,
trucks,
etc.)
Name of
the
insuranc
e
company
Name of
the
insuranc
e broker
Amount
of
coverage
Premium
payable
Name,
address
and
telephon
e
number
of
beneficia
ries
354.Insur
ance
policy(ies
)
covering
the
Compan
y’s
immovab
le
property
(real
property)
Name of
the
insuranc
e
company
Name of
the
insuranc
e broker
Amount
of
coverage
Premium
payable
Name,
address
and
telephon
e
number
of
beneficia
ries
355.Title
insuranc
e
policy(ies
)
covering
the
Compan
y’s
immovab
les
Name of
the
insuranc
e
company
Name of
the
insuranc
e broker
Amount
of
coverage
Premium
payable
Name,
address
and
telephon
e
number
of
beneficia
ries
356.Insur
ance
policy(ies
)
covering
the
Compan
y’s public
liability
Name of
the
insuranc
e
company
Name of
the
insuranc
e broker
Amount
of
coverage
Premium
payable
Name,
address
and
telephon
e
number
of
beneficia
ries
357.Insur
ance
policy(ies
)
covering
the
Compan
y’s
professio
nal
liability
Name of
the
insuranc
e
company
Name of
the
insuranc
e broker
Amount
of
coverage
Premium
payable
Name,
address
and
telephon
e
number
of
beneficia
ries
358.Busi
ness
interrupti
on
insuranc
e
policy(ies
)
covering
the
Compan
y’s
operation
s
Name of
the
insuranc
e
company
Name of
the
insuranc
e broker
Amount
of
coverage
Premium
payable
Name,
address
and
telephon
e
number
of
beneficia
ries
359.Insur
ance
policy(ies
)
covering
the
liability of
the
Compan
y’s
directors
and
officers
Name of
the
insuranc
e
company
Name of
the
insuranc
e broker
Amount
of
coverage
Premium
payable
Name,
address
and
telephon
e
number
of
beneficia
ries
360.Life
insuranc
e or
disability
policy(ies
)
covering
the
Compan
y’s
employe
es
(includin
g the
directors
and
officers)
Name of
the
insuranc
e
company
Name of
the
insuranc
e broker
Amount
of
coverage
Premium
payable
Name,
address
and
telephon
e
number
of
beneficia
ries
361.Insur
ance
policy(ies
)
covering
the
health
(e.g:
dental,
eye,
medicati
on,
hospitaliz
ation,
etc.) of
the
Compan
y’s
employe
es
(includin
g the
directors
and
officers)
Name of
the
insuranc
e
company
Name of
the
insuranc
e broker
Amount
of
coverage
Premium
payable
Name,
address
and
telephon
e
number
of
beneficia
ries
362.Insur
ance
policy(ies
)
covering
environm
ental
liability
(includin
g the
directors
and
officers)
Name of
the
insuranc
e
company
Name of
the
insuranc
e broker
Amount
of
coverage
Premium
payable
Name,
address
and
telephon
e
number
of
beneficia
ries
363.All
other
individual
or group
insuranc
e policies
364.Doc
uments
relating
to every
insuranc
e claim
made
during
the last
five (5)
years
365.Othe
r
(specify):
…………
…………
………
P-
Internet
366.List
of URLs
linked to
the
Compan
y’s Web
site
367.List
of URLs
(other
than
those
linked to
the
Compan
y’s Web
site)
which
belong to
the
Compan
ycorrespo
ndence
establishi
ng or
confirmin
g any
agreeme
nt with a
third
party
regardin
g the
Compan
y’s Web
site (e.g:
design,
hosting,
maintena
nce, etc.)
or
regardin
g any
business
operation
s or
activities
involving
the
Compan
y or its
Web site,
services
or
products
369.List
of e-mail
addresse
s used
370.Cont
racts,
letters of
understa
nding or
correspo
ndence
establishi
ng or
confirmin
g any
agreeme
nt with
an
Internet
service
provider
regardin
g, among
other
things,
hosting
of the
Compan
y’s Web
site
371.Noti
ce of
default,
formal
demand
or other
complain
t
documen
t
potentiall
y
affecting
the use,
ownershi
p or
enjoyme
nt of the
Web site
or the e-
mail
addresse
s
372.Othe
r
(specify):
…………
…………
………
Q-
Environ
ment
373.List
of
employe
es with
technical
or legal
skills
related to
the
environm
ent
·
Investiga
tion of a
contamin
ated or
potentiall
y
contamin
ated site
·
Determin
ation of
the
Compan
y’s
liability
regardin
g its
operation
s and
their
impact
on the
environm
ent
374.List
of
undergro
und
reservoir
s
·
Descripti
on and
contents
of the
reservoir
· Age
of the
reservoir
·
Conditio
n of the
reservoir
375.Surv
eys of
the soil,
subsoil
or
immovab
les and
other
surveys
carried
out by a
governm
ent
agency
or by
experts
during
the last
five (5)
years
376.Rep
orts of
environm
ental
inspectio
ns,
examinat
ions or
analyses
(includin
g impact
studies,
character
ization
studies,
etc.)
carried
out
during
the last
five (5)
years
377.Lice
nces,
permits,
authoriza
tions,
certificat
es or
exemptio
ns
issued
under
any
environm
ental
quality or
environm
ental
protectio
n
legislatio
n
(includin
g all
laws,
regulatio
ns,
decrees,
orders,
etc.)
378.Doc
uments
relating
to the
disposal
of
contamin
ated soil
or
hazardou
s waste
379.Com
pany
policy
regardin
g
environm
ental
protectio
n
·
Recyclin
g
·
Waste
disposal
380.Cont
racts for
services,
and
service,
maintena
nce and
other
contracts
entered
into with
any
environm
ental
consulta
nt
appear,
fines,
legal
notices,
judicial
notices,
or any
other
instrume
nt or
procedur
e issued
by a
compete
nt
authority
in virtue
of, or
pursuant
to the
violation
of any
environm
ental
quality or
protectio
n
legislatio
n,
received
during
the last
five (5)
years
382.Agre
ements
entered
into with
the
governm
ent or
any
governm
ent
agency
during
the last
five (5)
years
383.Cont
racts
relating
to any
environm
ental
work
performe
d
384.Doc
uments
relating
to any
complain
t made
against
the
Compan
y by a
third
party
(e.g:
neighbou
r)
regardin
g an
environm
ental
problem
385.Othe
r
(specify):
…………
…………
………
R-
Operatio
ns
386.List
of all the
Compan
y’s
places of
business
·
Complet
e
address
·
Telephon
e
number(
s)
·
Telecopi
er
number(
s)
·
Name of
the
person in
charge
387.Acq
uisition,
lease or
leasing
agreeme
nts
relating
to items
with a
value
greater
than
$3,000
388.Offer
s or
promises
to
purchase
, whether
or not
accepted
, relating
to items
with a
value
greater
than
$3,000
389.Coo
perative,
joint
venture,
strategic
alliance,
partners
hip,
cooperati
on and
other
agreeme
nts
entered
into
between
the
Compan
y and
third
parties
390.Con
signment
or
condition
al sale
agreeme
nts
391.Cont
racts
with any
agent,
agency,
broker or
brokerag
e firm
392.Orga
nization
chart or
internal
organizat
ion plan
of the
Compan
y (e.g: by
sector,
division,
plant,
etc.)
393.Stud
ies,
memos,
reports
and
other
documen
ts
regardin
g the
market in
which
the
Compan
y
operates
or may
operate
394.Doc
uments
relating
to foreign
operation
s
395.Cont
racts
entered
into
outside
the
ordinary
course of
business
during
the last
five (5)
years
396.Doc
uments
relating
to any
certificati
on
granted
to the
Compan
y (e.g:
ISO)
397.Doc
uments
relating
to every
warranty
granted
by the
Compan
y on the
products
sold by it
398.Othe
r
(specify):
…………
…………
………
S-
Franchis
e
399.Fran
chise
agreeme
nts
entered
into
between
the
Compan
y and
any
franchiso
r
400.Othe
r
contracts
or
documen
ts
ancillary
to a
franchise
agreeme
nt
401.Oper
ations
manuals
provided
by the
franchiso
r
402.Noti
ces of
default
received
from
franchiso
rs
403.Othe
r
(specify):
…………
…………
………
T-
Marketin
g
404.Pres
s
releases
issued
by the
Compan
y during
the last
five (5)
years
405.New
spaper
and
magazin
e articles
relating
to the
Compan
y during
the last
five (5)
years
406.Refe
rence
letters
and
written
testimoni
als from
customer
s
407.Adv
ertising
pamphlet
s and
other
promotio
nal
documen
ts
408.Print
ed
advertise
ments
409.Medi
a plan
410.Adv
ertising
agreeme
nts
entered
into
during
the last
five (5)
years
411.Stud
ies,
surveys
and
inspectio
ns
carried
out
during
the last
five (5)
years
412.List
of
associati
ons,
chamber
s of
commerc
e and
other
organizat
ions to
which
the
Compan
y
belongs
or to
which
any
director,
senior
executiv
e,
sharehol
der or
employe
e
belongs
as a
represen
tative of
the
Compan
y
413.List
of
telephon
e
numbers
used by
the
Compan
y
Regular
line(s)
Toll free
line(s)
(for
callers)
Mobile
telephon
e(s)
Pager(s)
Other
414.Cont
racts and
invoices
relating
to the
said
telephon
e
numbers
Regular
line(s)
Toll free
line(s)
(for
callers)
415.Acq
uisition
agreeme
nts
relating
to any
telephon
e system
416.Main
tenance
agreeme
nts
relating
to any
telephon
e system
417.Agre
ement
for
services
with any
call
centre
418.List
of
telecopie
r
numbers
used by
the
Compan
y
419.Cont
racts and
invoices
relating
to the
said
telecopie
r
numbers
420.Acq
uisition
agreeme
nts
relating
to any
telecopie
r system
421.Main
tenance
agreeme
nts
relating
to any
telecopie
r system
422.Noti
ce of
default,
formal
demand
or other
complain
t
documen
t
potentiall
y
affecting
the use,
ownershi
p or
enjoyme
nt of the
said
telephon
e and
telecopie
r
numbers
423.Othe
r
(specify):
…………
…………
………
U-
Clientele
424.List
of the
Compan
y’s
customer
s
Name,
address
and
telephon
e
number
of the
customer
Name of
the
customer
’s
authorize
d
represen
tative
Annual
sales
figures
for the
last five
(5) years
Terms
and
condition
s of
payment
granted
425.List
of
contracts
entered
into with
the
governm
ent or
with any
governm
ent
agency
426.Sup
ply
contracts
,
contracts
for
services
and
other
contracts
entered
into with
the
governm
ent or
any
governm
ent
agency,
during
the last
five (5)
years
427.Com
pany
policies
regardin
g credit
428.Com
pany
policies
regardin
g
collection
s
429.Line
of credit
agreeme
nts
430.List
of
accounts
receivabl
e
· Age
(current,
30 days,
60 days,
etc.)
·
Amount
431.Noti
ces of
default
sent to
customer
s during
the last
five (5)
years
432.Doc
uments
relating
to
provision
s for bad
debts
433.Agre
ements
or
undertaki
ngs not
to solicit
customer
s signed
by third
parties in
favour of
the
Compan
y
434.Agre
ements
or
undertaki
ngs not
to solicit
customer
s signed
by the
Compan
y in
favour of
third
parties
435.Corr
esponde
nce sent
to/receiv
ed from
any
customer
regardin
g
problems
relating
to the
services/
products
provided
by the
Compan
y during
the last
five (5)
years
436.Othe
r
(specify):
…………
…………
………
V-
Supplier
s,
Subcont
ractors
and
Consult
ants
437.List
of the
Compan
y’s
suppliers
,
subcontr
actors
and
consulta
nts
Name,
address
and
telephon
e
number
of the
supplier,
subcontr
actor or
consulta
nt
Name of
its
authorize
d
represen
tative
Nature of
the
products/
services
in
question
Annual
volume
of
purchase
s
Terms
and
condition
s of
payment
granted
438.Line
of credit
agreeme
nts
439.List
of
accounts
payable
· Age
(current,
30 days,
60 days,
etc.)
·
Amount
440.Noti
ces of
default
received
by the
Compan
y during
the last
five (5)
years
441.Sup
ply
contracts
(whether
or not
exclusive
) entered
into with
suppliers
442.Cont
racts for
services,
and
maintena
nce,
service
and
other
contracts
relating
to
obligatio
ns to be
performe
d at
regular
intervals
443.Cont
racts for
services
entered
into with
subcontr
actors
444.Con
sulting
agreeme
nts
entered
into with
consulta
nts
445.Distr
ibution
agreeme
nts
(whether
or not
exclusive
) entered
into with
distributo
rs
446.Selli
ng
agency
agreeme
nts
447.Outs
ourcing
agreeme
nts
448.Cont
racts
(includin
g
purchase
orders)
involving
a
disburse
ment
exceedin
g $
…………
per year
for a
period of
more
than one
year.
449.Corr
esponde
nce sent
to/receiv
ed from
any
supplier,
consulta
nt or
subcontr
actor
regardin
g
problems
relating
to the
services/
products
provided
by it
during
the last
five (5)
years
450.Doc
uments
relating
to liability
arising
from
defective
products
451.Opin
ions,
reports
or
studies
prepared
by any
expert at
the
Compan
y’s
request:
·
Lawyer
·
Accounta
nt
· Tax
expert
·
Environ
mental
advisor
·
Engineer
·
Appraise
r
·
Actuary
·
Insuranc
e broker
·
Land
surveyor
·
Other
(specify)
452.Othe
r
(specify):
…………
…………
………
W-
Employe
es
453.Doc
uments
relating
to the
process
of
recruiting
, hiring,
evaluatin
g,
promotin
g,
transferri
ng,
laying off
and
dismissin
g
employe
es
454.List
of the
Compan
y’s
employe
es
(includin
g senior
executiv
es and
directors)
Name,
address
and
telephon
e
number
Date of
hire
Position
held
Type of
position
(e.g:
permane
nt, part-
time,
casual,
etc.)
Descripti
on of
tasks
Employm
ent
history
(promoti
ons, etc.)
Current
remuner
ation
(salary,
commissi
ons,
bonuses,
stock
options,
etc.)
Employe
e
benefits
and
other
benefits
Current
status
(e.g:
working,
sick
leave,
etc.)
455.List
of the
Compan
y’s key
employe
es
(includin
g senior
executiv
es and
directors)
Name,
address
and
telephon
e
number
Date of
hire
Position
held
Type of
position
(e.g:
permane
nt, part-
time,
casual,
etc.)
Descripti
on of
tasks
Employm
ent
history
(promoti
ons, etc.)
Current
remuner
ation
(salary,
commissi
ons,
bonuses,
stock
options,
etc.)
Employe
e
benefits
and
other
benefits
456.List
of
employe
es
currently
on sick
leave or
disability
leave
(includin
g senior
executiv
es and
directors)
Name,
address
and
telephon
e
number
Date of
hire
Position
held
Type of
position
(e.g:
permane
nt, part-
time,
casual,
etc.)
Descripti
on of
tasks
Employm
ent
history
(promoti
ons, etc.)
Current
remuner
ation
(salary,
commissi
ons,
bonuses,
stock
options,
etc.)
Employe
e
benefits
and
other
benefits
457.List
of
employe
es laid
off or
dismisse
d
(includin
g senior
executiv
es and
directors)
during
the last
five (5)
years
Name,
address
and
telephon
e
number
Date of
hire
Position
held
Type of
position
(e.g:
permane
nt, part-
time,
casual,
etc.)
Descripti
on of
tasks
Employm
ent
history
(promoti
ons, etc.)
Current
remuner
ation
(salary,
commissi
ons,
bonuses,
stock
options,
etc.)
Employe
e
benefits
and
other
benefits
458.List
of
employe
es
having
left the
Compan
y to work
for
competit
ors
during
the last
five (5)
years
Name,
address
and
telephon
e
number
Seniority
Position
held
Employm
ent
history
(promoti
ons, etc.)
Remuner
ation
Employe
e
benefits
and
other
benefits
459.Hirin
g letters
460.Emp
loyment
contracts
with
employe
es
461.Emp
loyment
contracts
with
sales
represen
tatives
462.Cont
racts for
services
with self-
employe
d
workers
463.Emp
loyee
performa
nce
evaluatio
ns for the
last five
(5) years
464.Emp
loyment
terminati
on
agreeme
nts,
release
agreeme
nts and
other
agreeme
nts
entered
into with
former
employe
es of the
Compan
y during
the last
five (5)
years
465.Rec
ords of
employm
ent
issued
by the
Compan
y during
the last
five (5)
years
466.Orga
nization
chart
(hierarchi
cal
structure
)
467.Com
pany
policies
of the
Compan
y
·
Sexual
harassm
ent
·
Conflicts
of
interest
·
Repaym
ent of
expense
s
·
Overtime
· Etc.
468.Emp
loyee
handboo
k(s) or
guide(s)
469.Hum
an
resource
s
manage
ment
handboo
k(s) or
guide(s)
470.Hist
ory of
union
activities
within
the
Compan
y
· First
steps
taken
towards
unionizat
ion
·
Principal
organizer
s
·
Certificati
on
process
·
Name,
address
and
telephon
e
number
of the
union
·
Name,
address
and
telephon
e
number
of the
union
president
·
Name,
address
and
telephon
e
number
of the
union
steward
·
Strikes,
lock-outs
and
other
work
stoppage
s
471.Coll
ective
agreeme
nts with
any
union
(includin
g all
amendm
ents)
472.Draft
collective
agreeme
nts with
any
union
473.Lette
rs of
understa
nding
with any
union
474.List
of
grievanc
es filed
against
the
Compan
y during
the last
five (5)
years
475.Doc
uments
relating
to every
grievanc
e filed
against
the
Compan
y during
the last
five (5)
years
476.List
of
grievanc
es filed
by the
Compan
y during
the last
five (5)
years
477.Doc
uments
relating
to every
grievanc
e filed by
the
Compan
y during
the last
five (5)
years
478.Judg
ments or
arbitratio
n
decisions
rendered
during
the last
five (5)
years
479.Doc
uments
relating
to every
claim
regardin
g
employm
ent
injuries
made
during
the last
five (5)
years
agreeme
nts and
other
types of
undertaki
ngs
entered
into by
the
Compan
y with
respect
to all or
part of
the
remuner
ation or
employe
e
benefits
(e.g:
bonuses,
pensions
,
incentive
bonuses,
deferred
compens
ation,
profit-
sharing,
group
insuranc
e, etc.)
481.Doc
uments
relating
to
pension
funds
·
History
of
contributi
ons
·
Current
status of
the fund
·
Revision
of
actuarial
tables
482.Doc
uments
relating
to all
employe
e
benefits
483.Doc
uments
relating
to all
group
health
plans
·
Medical
·
Dental
· Eye
·
Other
(specify)
484.Agre
ements
or
undertaki
ngs not
to solicit
personne
l signed
by third
parties in
favour of
the
Compan
y
485.Agre
ements
or
undertaki
ngs not
to solicit
personne
l signed
by the
Compan
y in
favour of
third
parties
486.Doc
uments
relating
to any
sexual
harassm
ent
complain
t made
against
any
director,
senior
executiv
e,
sharehol
der or
employe
e of the
Compan
y during
the last
five (5)
years
487.Doc
uments
relating
to any
complain
t of
discrimin
ation
(based
on age,
gender,
etc.)
made
against
the
Compan
y during
the last
five (5)
years
488.Equi
pment
loan or
lease
agreeme
nts
entered
into with
directors,
senior
executiv
es,
sharehol
ders or
employe
es during
the last
five (5)
years
·
Name
and
address
of
borrower
·
Nature of
equipme
nt loaned
(e.g:
notebook
computer
,
automobi
le, etc.)
·
Terms
and
condition
s of the
loan or
lease
·
Current
status
489.Agre
ements
for the
loan of
money
entered
into with
directors,
senior
executiv
es,
sharehol
ders or
employe
es during
the last
five (5)
years
·
Name
and
address
of
borrower
·
Amount
of the
loan
·
Interest
rate
·
Terms
and
condition
s of
repayme
nt
·
Current
status
490.List
of
positions
currently
vacant
· Title
of
position
·
Descripti
on of
tasks
·
Departm
ent in
question
· Date
position
became
vacant
·
Steps
taken to
fill the
position
·
Current
status
491.Othe
r
(specify):
…………
…………
………
X-
Competi
tion
492.List
of the
Compan
y’s top
ten (10)
competit
ors
Name,
address
and
telephon
e
number
Compan
y’s
position
in this list
493.Indu
stry
studies,
reports,
reviews
or other
documen
ts
regardin
g the
competiti
on faced
or likely
to be
faced by
the
Compan
y
·
Compan
y’s
market
share
·
Competit
ive
advantag
es and
disadvan
tages
494.Othe
r
(specify):
…………
…………
………
Y-
Researc
h and
Develop
ment
495.Doc
uments
regardin
g
research
and
develop
ment
carried
out by
the
Compan
y
496.Res
earch
and
develop
ment
contracts
signed
by the
Compan
y during
the last
five (5)
years
497.Othe
r
(specify):
…………
…………
………
Z-
Miscella
neous
498.All
other
Informati
on
reasonab
ly
required
by the
Purchas
er
499.All
other
Informati
on
regardin
g any
matter
liable to
give rise
to a
claim for
a
brokerag
e fee
500.All
other
Informati
on
regardin
g any
fact
which is
necessar
y or
useful so
that the
due
diligence
is
complete
and does
not
mislead
the
Purchas
er
501.Othe
r
(specify):
…………
…………
………
DECLAR
¢4 3 ATION
The
undersig
ned,
…………
……..,
domicile
d and
residing
at
…………
…………
…,
hereby
declares
as
follows:
· I am
the
…………
…. and
duly
authorize
d
represen
tative of
the
Compan
y (OR:
the
Vendor);
· all
Informati
on
provided
on and in
support
of this
Checklist
is
complete
and
accurate.
SIGNED
IN ..........
............
(.....)
COUNT
ERPART
¢5 S,
IN THE
CITY OF
........,
PROVIN
CE (OR:
STATE,
DEPART
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Due Diligence MASTER Check List Rev B 05272010

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Due Diligence MASTER Check List Rev B 05272010

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Should you have any questions or require assistance, you may contact the following person:

A- Identification of the Company

1Corporate name: _________________________________

8Salutation (Mr., Ms.):______________________________

C- History of the Company

22Documents relating to the Company’s history

Long from Good Standing Certificate, including

Review the company’s correspondence with the

Review any correspondence during the past five years

Confidential Document Property of Tradebe Corp. Initials ( ) 3

Minutes and Resolutions

48Written consents from all or part of the shareholders

Senior Executives or Officers

• Current location of certificate (if not in the register)

• Current location of certificate (if not in the register)

Agreements Relating to Shares of the Company

List of persons (including directors, senior executives,

List of persons (including directors, senior executives,

Subsidiaries and Other Entities

Name, address and telephone number of companies

• Percentage of shares or units held by the Company

Name, address and telephone number of companies

• Percentage of shares or units held by the Company

Name, address and telephone number of companies

Percentage of shares or units held by every director,

Organization chart showing the relationship between

Business or Strategic Plan

Recent analyses of the Company, its Subsidiary or its

Relationships Between Individuals

Description of every relationship (family, corporate,

Suretyships and Guarantees Granted in Favor of the Company

Suretyships, guarantees or other contracts or

Confidential Document Property of Tradebe Corp. Initials ( ) 9

List of the states, provinces and countries in which the

Numbers Attributed to the Company by Various Governmental Organizations

• Location of seal (if not at the Company’s head office)

Name and address of each person who has a power of

List of all accounting firms with which the Company

• Name of the person in charge of the Company’s file

• Name, address and telephone number of the creditor

Correspondence received from/sent to the Company’s

123Any projections, capital budgets and strategic plans.

Are there unusually complex business arrangements

Has the company exceeded its loan covenant targets

• Description or basis for establishing bad debt reserves

Confidential Document Property of Tradebe Corp. Initials ( ) 12

List of all firms of tax experts with which the Company

• Name of the person in charge of the Company’s file

Correspondence received from/sent to the Company’s

140Any tax settlement documents for the last three years.

Correspondence received from/sent to any competent

Confidential Document Property of Tradebe Corp. Initials ( ) 13

Documents relating to every audit carried out by any

List of returns and the years thereof that have been

Correspondence received from/sent to any competent

Documents relating to every audit carried out by any

Other Taxes, Contributions and Levies (e.g: Unemployment

Declarations or returns regarding taxes, contributions

Correspondence received from/sent to any competent

Documents relating to every audit carried out by any

List of all financial institutions with which the Company

• Name of the person in charge of the Company’s file

Monthly bank statements, for each of the Company’s

Confidential Document Property of Tradebe Corp. Initials ( ) 16