并購(gòu)盡職調(diào)查清單-英文版

1、[Target Name] Page 1 DUE DILIGENCE REQUEST- [DATE] The following information and documents are needed for all legal entities or assets being acquired and any liabilities potentially being assumed (collectively the “Tar

2、get” or “Company”). Information may also be needed concerning third parties. References to stocks, shares and holders and holdings of same shall be understood to include respectively any security or equity interest an

3、d the holder thereof (except where the context clearly indicates otherwise). Section # Section Name 1.0 Change of Control 2.0 Corporate Records 3.0 Intellectual Property 4.0 Other Material Contracts 5.0 Litigation

4、 6.0 Regulatory/Compliance 7.0 EHS 8.0 Insurance 9.0 Encumbrances 10.0 Employment, Employee Relations and Benefits 11.0 Organization / Staffing 12.0 Human Resources 13.0 Real Property 14.0 Facility Information 1

5、5.0 Tax 16.0 Treasury 17.0 Accounting 18.0 Finance 19.0 Sales 20.0 Sourcing 21.0 Acquisition and Divestitures 22.0 Computing Platforms 23.0 Communications Platforms and Systems 24.0 Applications Systems 25.0 G

6、eneral 26.0 Distribution 27.0 Operations 28.0 Marketing 29.0 Competition [Target Name] Page 3 3.08 ? Any opposition or cancellation proceedings and equivalent foreign proceedings 3.09 ? License agreements involvi

7、ng intellectual property (including trade secrets and know-how), and assignments thereof 3.10 ? Product development agreements 3.11 ? List/description of all negotiations, claims and lawsuits, pending or threatened,

8、 involving intellectual property 4.0 Other Material Contracts 4.01 ? All distributor and sales representative agreements including contracts where the Company acts as agent/distributor for others 4.02 ? All mater

9、ial (long-term or significant) supplier or other contracts for the purchase of inputs and products (and provide standard form agreements, if any) 4.03 ? All material customer sales and manufacturing contracts 4.04 ?

10、 All contracts outside the ordinary course (e.g., joint venture, partnership, requirements, output and non-compete agreements) 4.05 ? Company’s standard terms and conditions of sale, standard terms and conditions of

11、purchase, standard form quotations, acknowledgments, invoices, and purchase orders 4.06 ? All contracts in which Company warranties a product for more than one year 4.07 ? All contracts with any related or affiliated

12、 parties 4.08 ? All government contracts 4.09 ? All leases for personal property (e.g., vehicles, equipment, computer hardware and software and other business assets) 4.10 ? All contracts with respect to capital e

13、xpenditures 4.11 ? All confidentiality agreements 4.12 ? All power of attorneys 5.0 Litigation 5.01 ? All pleadings and other documents relating to pending or threatened litigation or regulatory proceedings 5.03

14、 ? A list and brief description of claims that have not yet resulted in lawsuits, and occurrences involving bodily injury or property damage that could result in a claim 5.04 ? All settlement agreements under which

15、the Company has continuing rights or obligations 5.05 ? A list of closed litigation, claims and incident files for the past five years 5.06 ? Information about past, present and contemplated product retrofits or rec