due diligence master check list rev b 05272010

8/9/2019 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:

- 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

1 Corporate name: _________________________________

2 Address:_________________________________________

3 Mailing address:___________________________________

4 Main telephone number:___________________________

5 Main Fax number:_________________________________

6 Main e-mail address:_______________________________

7 Other (specify):___________________________________

B- Identification of the Authorized Representative

8 Salutation (Mr., Ms.):______________________________

9 Representatives first name:________________________

10 Initial(s):________________________________________

11 Representatives family name:_______________________

12 Position held:____________________________________13 Telephone number (direct line):_____________________

14 Telephone number (general):_______________________

15 Mobile telephone number:_________________________

16 Pager number:___________________________________

17 Fax number:_____________________________________

18 E-mail address (office):______________________________

19 Telephone number (residence):______________________

20 E-mail address (residence):__________________________

21 Other (specify): ___________________________________

Confidential document


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Previously Provided To be

Provided Herewith Provided Not

NO. Item Description Date Date Applicable

C- History of the Company

22 Documents relating to the Companys 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):

23 A 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

24

Certificate or articles of incorporation of the Company

& 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.

25 Certificate(s) or articles of amendment

Date of certificate(s) or articles

Date of amendment (if different)

Summary of amendment

26 Certificate(s) or articles of amalgamation

Date of certificate(s) or articles

Date of amalgamation (if different)

Name of amalgamating companies

27 Structure of share capital Authorized number of shares

Classes of shares

Rights relating to each class (voting rights, dividend

rights, etc.)

28 By-laws (and amendments)

General by-law

Borrowing by-law

Special by-laws

Other by-laws

Other (specify):

29 Do 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 itssubsidiaries are qualified to do business.

Governmental Notices

30 Notice of board membership

31 Notice of head office

32 Other governmental notices

33 Certificate of compliance/certificate of conformity

Issued by governmental authorities

Up to date (less than 30 days)

34

Declaration of registration, initial declaration,

prospectus or other initial document

35

Annual declarations or annual reports filed in the last

five (5) years

36

Amending declarations or amended reports filed in

the last five (5) years37 Notice of default

Nature of any notice received from the governmental

authorities

Evidence of default having been remedied

Other (specify):

38

Review the companys 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 violations by any of these entities.

39

Review any correspondence during the past five yearswith the Federal Trade Commission, any other

governmental agencies or Internal Revenue Service.

Determine if there are any ongoing investigations or

suggestions of violations by any of these agencies.

40

Review any required regulatory compliance and verify

that necessary Business licenses and permits have

been maintained, as well as ongoing filings and

reports.

41

If there is a General Service Administration schedule,

when does it come up for renewal?

Minutes and Resolutions

42 Minutes and resolutions of the incorporators

Date of meetings held or resolutions adopted

Persons present/absent Waiver of notice of meeting

Dissent

Signatures

43

Minutes and resolutions of the directors since the

incorporation


Persons present/absent

Waiver of notice of meeting

Dissent

Signatures

Annual meetings

44

Minutes and resolutions of all subcommittees of

directors (e.g: executive committee) since the

incorporation

Date of meetings held or resolutions adopted Persons present/absent


Dissent

Signatures

45

Minutes and resolutions of the shareholders since the

incorporation




Dissent

Signatures

Annual meetings

46

Minutes and resolutions of all subcommittees of

shareholders since the incorporation




Dissent

Signatures

47 Written consents from all or part of the directors

Consent to telephone meetings

Other consents

48 Written consents from all or part of the shareholders

Consent to telephone meetings

Other consents

49 Other (specify):

Incorporators

50 List of incorporators

Name, age, address and telephone number

Date of birth

Social insurance number or social security number

Citizenship

51 Other (specify):

Directors

52 List of directors


Date of birth


Citizenship

Date became a director

Date ceased to be a director

53 Curriculum vitae of each director

54 Other (specify):

Senior Executives or Officers

55 List 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

56 Curriculum vitae of each senior executive or officer

57 Other (specify):

Organizational Structure of executive team & duties &

responsibilities of each.

Shareholders

58 List 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

59 Curriculum vitae of each shareholder

Other (specify):

60

Last five years of annual shareholder reports for the

company and its subsidiaries

Securities

61 Issued and paid up share capital account

Name of the shareholders

Number and class of securities held by each

Particulars of transactions

Other (specify):

62

A schedule of currently projected uses of proceeds to

be obtained from the offering and sale of any

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 statesecurities commission within the last five years

Share Transfers

63 List of share transfers

Transfer number

Name of transferor

Name of transferee

Number and class of shares transferred

Number of the share certificate in question

64 Other (specify): n cate w et er t ere are any stoc o ers or stoc

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

65 Outstanding 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)

66 Cancelled share certificate(s)

Certificate number

Name of holder

Number and class of shares represented by thecertificate

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)

Other (specify):

67 Stock ledger for the company and its subsidiaries

Agreements Relating to Shares of the Company

68 Shareholders 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)

69 Voting trust and other similar agreements

70 Private placement agreements

71

Agreements relating to the sale of the Companys

shares

72

Agreements relating to the issuance or purchase of

the Companys shares or subsidiary shares

73 Description of all share purchase plans

74

List of persons (including directors, senior executives,

shareholders, employees and persons related to

them) who are beneficiaries under any share

purchase plan

75 Description of all stock option plans

76

List of persons (including directors, senior executives,

shareholders, employees and persons related to

them) who are beneficiaries under any stock option

plan

Other (specify):

77

All private placement memoranda and

communications to potential investors relating to the

Company or its SubsidiariesCopy of registration rights or preemptive rights

agreements

Subsidiaries and Other Entities

78

List of companies and other types of businesses in

which the Company holds an interest of fifty percent

(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

79


which the Company holds an interest of less than fifty

percent (50%):


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


shareholders or partners


80

Organization chart showing the relationship between

the Company, its subsidiaries and the

companies/businesses in which the Company holds an

interest

81


which any director, senior executive, shareholder or

employee of the Company holds an interest:

Name of every director, senior executive, shareholder

or employee in question


and other types of businesses in question

Nature of their operations

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)


82

Organization chart showing the relationship between

every director, senior executive, shareholder or

employee of the Company and the

companies/businesses in which he holds an interest

83 Other (specify):

Business or Strategic Plan

84

Up to date version of the Companys business and

strategic plans

85

Prior versions of the Companys business plan

prepared during the last five (5) years

Other (specify):

86

Recent analyses of the Company, its Subsidiary or itsindustry prepared by investment bankers, engineers,

management consultants, accountants, or others

including marketing studies, credit reports and any

other type of report related to the company

Relationships Between Individuals

87

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,

consultants and subcontractors of the Company

88 Other (specify):

Confidential Document


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Suretyships and Guarantees Granted in Favor of the Company

89

uretys ps, guarantees or ot er 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,

supplier, etc.)

90


documents pursuant to which any subsidiary agreed

to act as surety or guarantor of the Company in favor

of a third party (e.g: financial institution, supplier,

etc.)

91


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,

supplier, etc.)

92

Suretyships, guarantees or other contracts or

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

institution, supplier, etc.)

93 Other (specify):

Corporate Operations

94List of the states, provinces and countries in whichthe Company is authorized to carry on its operations

95

List of the states, provinces and countries in which

the Company actually carries on its operations

96

Documents relating to all corporate transactions

which have been or will be carried out outside the

ordinary course of business:

97 Acquisition of a business

Disposition of assets

Acquisition of assets

Corporate reorganization

Amalgamation

Dissolution

etc.

98 Other (specify):

Numbers Attributed to the Company by Various Governmental Organizations

99 Business number - Fed

100 CIDREQ registration number (Quebec)

101 QST number (Quebec)

102 GST number (Canada)

103 Employer identification Number (USA)

104 Employer number

105 Other (specify):

Miscellaneous

106 Corporate records

Location of records (if not at the Companys head

office)

107 Corporate seal(s)

Exist(s) (yes or no)

Location of seal (if not at the Companys head office)

108

Valuation reports on the value of the Companys

shares, prepared or obtained during the last five (5)

years

109

Legal opinion from the Companys lawyers regarding

the Companys corporate status

Other (specify):

110

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,

assets or equipment.

resent or pen ng o nt venture or partners p

arrangements, shipping or other transportationagreements 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

111

List of all accounting firms with which the Company

has dealt during the last five (5) years Name, address and telephone number of the firm

Name of the person in charge of the Companys file

Telephone number (direct)

Telecopier number

Mobile telephone number

Pager number

E-mail address

Auditor's letters and replies for the past five years.

112

Contract of professional services or professional fees

entered into between the Company and any

accounting firm during the last five (5) years

113

Financial statements (including the balance sheet and

income statement) for the five (5) most recently

completed fiscal years

114

Monthly internal financial statements since the end of

the most recently completed fiscal year

115

Budget forecasts prepared for the next five (5) fiscal

years

116

Budget and budgetary estimate for the current fiscal

year

117

List of future obligations not reflected in the most

recent financial statements

Nature of the obligation

Amount involved

Name, address and telephone number of the creditor

118

Description of every reserve established for specific

contingencies

119

Detailed description of every disagreement with theCompanys accountants regarding financial

statements issued during the last five (5) years

120

Documents relating to every change in the accounting

methods or accounting principles used which occurred

during the last five (5) years

121

Correspondence received from/sent to the Companys

accountants during the last five (5) years

Other (specify):

122 The Company's credit report, if available.

123 Any projections, capital budgets and strategic plans.

124 Analyst reports, if available.

125

Has an auditor resigned or has the company changed

auditors within the past three years?

126

Are there unusually complex business arrangements

that do not appear to have a business purpose?

127

Has the company exceeded its loan covenant targets

by small amounts? Please document & describe each

128

Have there recently been significant insider stock

sales?

129

Is the internal audit team subjected to significant

scope restrictions?

130

Are a large proportion of monthly sales completed

during the last few days of each month?

131

Has the company tried to sell itself in the past and

failed?

132

Has the company received major warnings from

regulatory agencies?

133

Does the company manipulate reserve accounts in

order to smooth or enhance its reported earnings?

Description or basis for establishing bad debt reserves

F- Tax Information

134

List of all firms of tax experts with which the

Company has dealt during the last five (5) years

Name, address and telephone number of the firm



Telecopier number


Pager number

E-mail address

135


entered into between the Company and any firm of

tax experts during the last five (5) years

136


tax experts during the last five (5) years

Other (specify):

137

Federal, state, local, and foreign income tax returns

for the last three years.

138 States sales tax returns for the last three years.

139 Any audit and revenue agency reports.

140

Any tax settlement documents for the last three

years.

141 Employment tax filings for three years.

142 Excise tax filings for three years.

143 Any tax liens.

Income Tax

144 Income tax returns for the last five (5) years

National

Federal

Provincial

State

Other (specify): .

145

Notices of assessment issued by any competent fiscal

authority for the last five (5) years

146

Notices of reassessment, additional assessment,

corrected assessment or amended assessment, issuedby any competent fiscal authority for the last five (5)

years

147

Correspondence received from/sent to any competent

fiscal authority during the last five (5) years

148

Documents relating to every audit carried out by any

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


List and describe all pending or threatened disputeswith 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

op es o any ax n emn ca on, ax s ar ng, or ax

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 withthe 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

150

Sales tax declarations or returns prepared during the

last five (5) years

151


authority during the last five (5) years

152


corrected assessment or amended assessment, issued

by any competent fiscal authority for the last five (5)

years

153Correspondence received from/sent to any competentfiscal authority during the last five (5) years

154



years



Amounts claimed

Amounts paid


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

Insurance, Social Security, etc.)

156

Declarations or returns regarding taxes, contributions

or levies prepared during the last five (5) years

157


authority during the last five (5) years

158


corrected assessment or amended assessment, issued

by any competent fiscal authority for the last five (5)

years

159

Correspondence received from/sent to any competent

fiscal authority during the last five (5) years

160



years



Amounts claimed Amounts paid


Tax Credits

162

Applications for tax credits relating to research and

development (scientific, experimental, etc.)

Governmental confirmations

Governmental oppositions


G- Financial Information

164

List of all financial institutions with which the

Company has dealt during the last five (5) years

Name, address and telephone number of the financialinstitution



Telecopier number


Pager number

E-mail address

165 List of the Companys 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.)

166

Monthly bank statements, for each of the Companys

bank accounts, received during the last five (5) years

167

Fixed credit agreements (loans) entered into with any

financial institution, institutional lender or private

lender

168

Variable credit agreements (line of credit) entered

into with any financial institution, institutional lender

or private lender

169

Immovable hypothec agreements (real estate

mortgage agreements) entered into with any financial

institution, institutional lender or private lender, or

with any other natural or legal person

170

Movable hypothec agreements (personal property

mortgage agreements) entered into with any financial

institution, institutional lender or private lender, or

with any other natural or legal person

171

Financial documents executed by the Company (e.g:

acknowledgement of debt, promissory note, letter of

credit, etc.)

172

Suretyships entered into with any financial institution,

institutional lender or private lender

173 Safety-deposit box rental agreements

174

Certificates of deposit of sums of money, treasury

bills and other financial instruments

175

List of corporate credit cards issued in the name of

the Company or of any director, senior executive or

employee of the Company

Name of credit card issuer

Type of card (Visa, MasterCard, American Express,

Discover, etc.)

Credit limit granted

176

Credit card statements and use reports received


177

Notice of default (including a formal demand, demand

for payment, etc.) regarding any financial obligation

assumed by the Company

178

ocuments re at ng to every oan or ot er orm o

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) years

Amount of the loan

Terms and conditions of repayment Notice of default sent by the Company

179

Documents relating to every loan or other form of

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) years

Amount of the loan

Terms and conditions of repayment

Notice of default sent to the Company

180


financial assistance granted by the Company to any

director, senior executive or employee during the last

five (5) years

Amount of the loan



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Notice of default sent by the Company

181


financial assistance granted to the Company by any

director, senior executive or employee during the last

five (5) years

Amount of the loan


Notice of default sent to the Company

182

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

Other (specify):

184

A schedule of all indebtedness and contingent

liabilities.

185 A schedule of inventory.

186 A schedule of accounts receivable.

187 A schedule of accounts payable.

188

A description of depreciation and amortization

methods and changes in accounting methods over thepast five years.

189 Any analysis of fixed and variable expenses.

190 Any analysis of gross margins.

191 The Company's general ledger.

192

A description of the Company's internal control

procedures.

193

A schedule of fixed assets and the locations thereof.

Include a brief description of all prepaid expenses or

deferred income items as well

194 All U.C.C. filings.

195 All leases of equipment.

196

A schedule of sales and purchases of major capital

equipment during last three years.

197

Verify bank reconciliations for all bank accounts

harboring significant cash balances.

198

Determine the days of receivables outstanding and

the probable amount of bad debt. Review the bad

debt reserve calculation.

199

Obtain a list of all accounts and notes receivable from

employees.

200

Obtain a list of all inventory items, and discuss the

obsolescence reserve. Determine the valuation

method used.

201

Obtain the current fixed asset listing, as well as

depreciation calculations. Audit the largest items to

verify their existence.

202 Appraisal of the value of the fixed assets.

203

Provide an itemized list of all assets that are not

receivables or fixed assets.

204Are there any liens against company assets. Fulldescription.

205

Obtain any maintenance agreements on company

equipment.

206 Is there an upcoming need to replace assets?

207

In the last five years, has there been are any plans to

close, relocate, or expand any facilities.

208

Itemize all capitalized research and development or

software development expenses.

209

Determine the value of any net operating loss carry

forward assets.

210 Obtain a list of all accounts payable to employees.

211 Review the terms of any lines of credit.

212

ev ew t e amount an terms o any ot er e t

agreements. Review covenants in the debt

agreements, and determine if the company hasbreached the covenants in the past, or is likely to do

so in the near future.

213 Look for unrecorded debt.

214

Verify wage and tax remittances to all government

entities, and that there are no unpaid amounts.

215

Review the sufficiency of accruals for wages, vacation

time, legal expenses, insurance, property taxes, and

commissions.

216

Obtain copies of all unexpired purchasing

commitments (purchase orders, etc.).

217

Obtain audited financial statements for the last three

years.

218

Obtain monthly financial statements for the current

year.

219Obtain copies of federal tax returns for the last threeyears.

220

Determine profitability by product, customer, and

segment.

221 What are the revenues and profits per employee?

222

What is direct materials expense as a percentage of

revenue?

223

How have revenues, costs, and profits been trending

for the past three years?

224

How many staff are directly traceable to the servicing

of specific customer accounts?

225

Are there any delayed expenses? Has the customer

avoided necessary maintenance expenditures or wage

increases in order to boost profitability?

226Has the company capitalized a disproportionateamount of expenses?

227

Obtain the budgets for the past three years. Does

the company routinely achieve its budgets, or does it

fall short?

228

Construct a cash forecast for the next six months.

Will the company spin off or absorb cash?

229

Review the trend line of work capital for the past

year. How is it changing in relation to total sales?

230

Categorize working capital by segment, product line,

and customer. What parts of the business are

absorbing the most cash?

231

Determine historical and projected capital expenditure

requirements. Does the company have enough cash

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

232

List of all law firms with which the Company has dealt





Telecopier number Mobile telephone number

Pager number

E-mail address

233


entered into between the Company and any law firm


234

Copy of the civil docket of all cases involving the

Company or its directors, senior executives,

shareholders or employees, in any capacity

whatsoever

235

Copy of the civil and criminal docket of all cases

involving the Company or its directors, senior

executives, shareholders or employees, in any

capacity whatsoever

236

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

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


(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

237

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

employees during the last five (5) years

Name of the law firm representing the Company or its

directors, shareholders or employees

File number



opposing party

Name, address and telephone number of the firm(and the lawyer in charge) representing the opposing

party


Amount claimed or other relief sought

Current status of the file - was it resolved or what is

proposed to be resolved

238

ocuments regar ng out o court sett ements,

unilateral discharges or mutual discharges, or other

documents to which the Company or its directors,

shareholders or employees were parties during the

last five (5) years

239

u gments nc u ng or ers, n unct ons an ot er

types of judgments) rendered in favor of the

Company or its directors, shareholders or employees

by a tribunal (including any court, administrativetribunal, governmental authority, etc.) during the last

five (5) years



File number of the file in question



opposing party



party


Amount claimed or relief sought

Current status of the file (e.g: judgment satisfied,

being enforced, opposition to seizure, etc.)

240

u gmen s nc u ng or ers, n unc ons an o er

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)

years




opposing party



party


Amount claimed or relief sought

Current status of the file (e.g: judgment satisfied,

being enforced, opposition to seizure, etc.)

241

eman etters, not ces o e aut, na notces an

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

the last five (5) years

242

ega op n ons prepare y any awyer or aw rm

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

244

Opinion letters sent by any of the Companys lawyers

to the Companys accountants during the last five (5)

years

Other (specify):

245 A schedule of all pending litigation.

246 A description of any threatened litigation.

247

Copies of insurance policies possibly providing

coverage as to pending or threatened litigation.

248

Documents relating to any injunctions, consent

decrees, or settlements to which the Company is a

party.

249 A list of unsatisfied judgments.

250

Obtain certificates of good standing for the company

and all significant subsidiaries.

251

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 but should be qualified to do business

252

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.

253 Default or termination provisions

254 Restrictions on company action

255 Consent requirements

256 Termination provisions in employment contracts

257 Ownership of technology documents

258 Cancellation provisions in major supply and customercontracts

259

Unusual warranties or the absence of protective

provisions

260

Obtain copies of all asset leases, and review for term,

early payment, and bargain purchase clauses.

261

Obtain copies of all office space lease agreements,

and review for term and renewal provisions.

262

Provide the terms of any outbound or inbound royalty

agreements.

263

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?

264

Provide copies of all legal invoices for the past two

years.

265

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.

266

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.

267

Provide all annual and quarterly reports to

shareholders.

268

Review the auditors letter to management concerning

internal accounting controls and procedures, as well

as any management responses.

269

Provide any press releases or articles about the

company within the past year.

270

Review title insurance for any significant land parcels

owned by the company.List and description of all significant oral contracts

and commitmentsAll current effective guarantees given by the

Company concerning the payment or performance of

obligations of third parties

I- Compliance With Laws

271

List of applications for licenses, permits and other

authorizations allowing the Company to operate its

business alone or with others

272

List of licenses, permits and other authorizations

allowing the Company to operate its business alone or

with others

273 Business tax statements for the last five (5) years

274

Business licenses, operating permits and other

authorizations issued by any governmental authority

(municipal, regional, state, provincial, etc.)

Name of issuer

Name of beneficiary

Name, address and telephone number of theguarantor (if applicable)

Effective date

Term

Operations in question

275

Licenses, permits or exemptions issued under any

legislation regarding securities (including all laws,

regulations, decrees, orders, etc.)

276


legislation regarding investments (including all laws,


277


legislation regarding competition (including all laws,


278

Licenses, permits or exemptions issued under anylegislation regarding consumer protection (including

all laws, regulations, decrees, orders, etc.)

279


other legislation (including all laws, regulations,

decrees, orders, etc.)

280

r o r no ces, o c a r epor s, no ces o e au ,

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 legislation



5/29




281

Documents relating to any investigation, examination,

inspection or other procedure carried out during the

last five (5) years under any applicable legislation


J- Intellectual Property

283

Review all current patent, trademark, service mark,

trade name, and copyright agreements, and note

renewal dates.

284

Obtain an itemization of all pending patent

applications.

285 Determine annual patent renewal costs.

286 Determine the current patent-related revenue stream.

287

Document the patent application process. Have any

potential patents not been applied for?

288

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

current.

289

List all unregistered trademarks and service marks

used by the organization.

290

Collect and catalog copies of all publications and

check for unlisted trademarks and service marks,

proper notification.291 List all copyright registrations.

292 List all registered designs.

293

Does the company have any information that provides

a competitive advantage? If so, verify that the

information is marked as confidential.

294

Have all employees executed Invention Assignment

and Confidentiality agreements?

295

Obtain copies of all licenses of intellectual property in

which the company is the licensor or licensee.

296

List all lawsuits pertaining to intellectual property in

which the organization is a party.

Trademarks

297

List of trademarks (whether or not registered) used

by the Company in any country. Schedule of

trademarks and trade names.

location of first use

date of first use

298

Registration certificates for trademarks used by the

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

299

Applications for registration of the trademarks used

by 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

300 List of the Companys proposed trademarks

301

Licenses (e.g: user license) granted by the Company

to third parties

302 Technical documents relating to any trademark

303Assignment of rights agreements entered intobetween the Company and third parties

304

Documents relating to any claim or complaint of

trademark infringement made by the Company

against third parties

305


trademark infringement made against the Company

by third parties

Other (specify):

306

307 A description of important technical know-how.

308

A description of methods used to protect trade

secrets and know-how.

309 Any "work for hire" agreements.

310

A schedule and copies of all consulting agreements,

agreements regarding inventions, and licenses orassignments of intellectual property to or from the

Company.

311

A schedule and summary of any claims or threatened

claims by or against the Company regarding

intellectual property.

Copyrights

312

List of copyrights (whether or not registered) owned

by the Company in any country

313

Registration certificates for copyrights owned by the

Company

Countries in which each of the copyrights is registered

Registration date

Registration number Name of author(s)



Description of the work covered by the copyright

314

Applications for registration of the copyrights owned

by the Company


registration was filed



Name of author(s)


Description of the work covered by the copyright


315Licenses (e.g: user license) granted by the Companyto third parties

316 Technical documents relating to any copyright

317

Assignment of rights agreements entered into

between the Company and third parties

318


copyright infringement made by the Company against

third parties

319


copyright infringement made against the Company by

third parties


Patents

321

List of patents (whether or not registered) owned by

the Company in any country

322

Registration certificates for patents owned by the

Company

Countries in which each of the patents is registered

Registration date

Registration number

Name of inventor(s)



Description of the invention covered by the patent

323 Applications for registration of patents




Number of the application for registration Name of inventor(s)


Description of the invention covered by the patent

application


324


to third parties

325 Technical documents relating to any patent

326



327


patent infringement made by the Company against

third parties

328


patent infringement made against the Company by

third parties


330 Any patent clearance documents.

Industrial Designs

331

List of industrial designs (whether or not registered)

owned by the Company in any country

332

Registration certificates for industrial designs owned

by the Company

Countries in which each of the industrial designs is

registered

Registration date

Registration number

Name of author(s)



Description of the industrial design

333

Applications for registration of the industrial designs

held by the Company





Name of author(s)


Description of the industrial design


334


to third parties

335 Technical documents relating to any industrial design

336



337


industrial design infringement made by the Company

against third parties

338


industrial design infringement made against the

Company by third parties


Trade Secrets

340

List of trade secrets owned by the Company in any

country

341 Name of persons having knowledge thereof

342


to third parties

343

Licenses (e.g: user license) granted to the Company

by third parties

344



345 Technical documents relating to any trade secret

346

Documents relating to any claim or complaint of trade

secret infringement made by the Company against

third parties

347

Documents relating to any claim or complaint of trade

secret infringement made against the Company by

third parties


Technological Processes

349

List of technological processes owned by the

Company in any country

350 Name of persons having knowledge thereof

351


to third parties

352

Licenses (e.g: user license) granted to the Company

by third parties

353

Technical documents relating to any technological

process

354



355


infringement of a technological process made by the

Company against third parties

356


infringement of a technological process made against

the Company by third parties


Product Development:

358

Obtain a list of development projects in the product

pipeline. What is the estimated remaining time and

expense required to launch each one?

359

What attributes make the companys new products

unique?

360

Have any products been in the development pipeline

for a long time, and have no immediate prospects for

product launch?

361Who are the key development personnel? What istheir tenure and educational background?

362

Does the company primarily use incremental product

improvements, or engage in major new product

development projects?

363

How much money is invested annually in

development? As a proportion of sales? How does

this spending compare to that of competitors?

364

Does the company have a history of issuing

inadequately engineered products that fail? Is this

finding supported by warranty claim records?

365

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?

366

Does the company use target costing to achieve

predetermined profitability targets?

367

Does it design products that avoid constrained

resources?

Other Intellectual Property Rights

368

List of other intellectual property rights held by the

Company in any country (e.g: user licenses)

369 Licenses granted by third parties

370 Sub-licenses granted by third parties

371

Technical documents relating to any other intellectual

property right

372


infringement of intellectual property rights made bythe Company against third parties

373


infringement of intellectual property rights made

against the Company by third parties


Confidentiality and Non-Disclosure

375

Confidentiality and non-disclosure agreements signed

by third parties in favor of the Company during the

last five (5) years

Directors

Senior executives

Employees

Shareholders

Consultants Subcontractors

Suppliers

Etc.

376

Confidentiality and non-disclosure agreements signed

by the Company in favor of third parties during the

last five (5) years

377

Company policies regarding confidentiality and non-

disclosure of information belonging to the Company

378


breach of confidentiality agreements made by the

Company against third parties

379


breach of confidentiality agreements made against

the Company by third parties


Miscellaneous

381

List of persons who contributed to the development

of the Companys intellectual property:

Name, address and telephone number

Description of involvement

Curriculum vitae

382

e evant ocuments reat ng to any c a m w c a

person (e.g: employee, subcontractor, etc.) is

asserting or may assert with respect to any

intellectual property right that the Company claims to

own

383

Confidentiality, non-disclosure or other agreements

relating to one or more of the Companys intellectual

property rights

384

Non-compete or other agreements relating to one or

more of the Companys intellectual property rights

385

Other agreements relating to one or more of the

Companys intellectual property rights

386

p n ons g ven y awyers or ot er pro ess ona s w t

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

(5) years


K- Machinery, Tools and Equipment

Rolling Stock

388

List of rolling stock (e.g: automobiles, trucks, trailers,

etc.)

Make

Model

Year

Serial number

License plate number

Name of registered owner

Equipment added

Other (specify):

389 Rolling stock acquisition agreements

Acquisition date

Amount paid



6/29


7/29




Amount of coverage

Premium payable

Name, address and telephone number of beneficiaries

512 All other individual or group insurance policies

513

Documents relating to every insurance claim made



515

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.

516

A schedule of the Company's insurance claims history

for past three years.

517

Is there a risk management officer? What is this

persons job description?

518

Does the company have an overall risk mitigation plan

that it updates regularly?

519

evew a corpora e nsurance, usng a sc e u e rom

the companys 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 deductibles.

520

Have aggregate insurance amounts been penetrated,

or is there is history of coming close to the aggregatetotals?

521

Have there been substantial premium adjustment in

the past?

522

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.

P- Internet

525 List of URLs linked to the Companys Web site

526

List of URLs (other than those linked to the

Companys Web site) which belong to the Company

527

Contracts, letters of understanding or correspondence

establishing or confirming any agreement with a third

party regarding the Companys Web site (e.g: design,

hosting, maintenance, etc.) or regarding any business

operations or activities involving the Company or its

Web site, services or products

528 List of e-mail addresses used

529

Contracts, letters of understanding or correspondence

establishing or confirming any agreement with an

Internet service provider regarding, among other

things, hosting of the Companys Web site

530

Notice of default, formal demand or other complaintdocument potentially affecting the use, ownership or

enjoyment of the Web site or the e-mail addresses


533

Does the company use the Internet for internal use as

an interactive part of operations? What functions are

used in this manner?

534

Has the companys firewall ever been penetrated, and

how sensitive is the information stored on the

company networks publicly available segments?

535

Does the company provide technical support

information through its Web site?

536

Are Web site usage statistics tracked? If so, how are

they used for management decisions?

537

In what way could operational costs decrease if thecompanys customers interacted with it through the

Internet?

Q- Environment

550

List of employees with technical or legal skills related

to the environment

Investigation of a contaminated or potentially

contaminated site

Determination of the Companys liability regarding its

operations and their impact on the environment

551 List of underground reservoirs

Description and contents of the reservoir

Age of the reservoir Condition of the reservoir

552

Surveys of the soil, subsoil or immovables and other

surveys carried out by a government agency or by

experts during the last five (5) years

553

Reports or correspondence related to environmental

inspections, examinations or analyses (including

impact studies, characterization studies, etc.) carried

out during the last five (5) years

554

Licenses, permits, manifests, authorizations,

certificates or exemptions issued under any

environmental quality or environmental protection

legislation (including all laws, regulations, decrees,

orders, etc.)

555Documents relating to the disposal of contaminatedsoil or hazardous waste

556 Company 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.

557

Contracts for services, and service, maintenance and

other contracts entered into with any environmental

consultant

558

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, received during the last five (5) years

559

Agreements entered into with the government or any

government agency during the last five (5) years

560

Contracts relating to any environmental work

performed

561

Documents relating to any complaint made against

the Company by a third party (e.g: neighbor)

regarding an environmental problem


563

Environmental audits, if any, for each property

leased by the Company or its Subsidiaries.

564

A listing of hazardous substances used in the

Company's operations.

565 A description of the Company's disposal methods.

566 A list of environmental permits and licenses.

567

Copies of all correspondence, notices and files

related to EPA, state, or local regulatory agencies.

568

A list identifying and describing any environmental

litigation or investigations.

569

A list identifying and describing any known superfund

exposure.

570

A list identifying and describing any contingent

environmental liabilities or continuing indemnification

obligations.

571

Copies of any governmental licenses, permits or

consents.

572

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

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 yearsAll 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

600 List of all the Companys places of business

Complete address

Telephone number(s)

Telecopier number(s)

Name of the person in charge

601

Acquisition, lease or leasing agreements relating to

items with a value greater than $3,000

602

Offers or promises to purchase, whether or not

accepted, relating to items with a value greater than

$3,000

603

Cooperative, joint venture, strategic alliance,

partnership, cooperation and other agreements

entered into between the Company and third parties

604 Consignment or conditional sale agreements

605

Contracts with any agent, agency, broker or

brokerage firm

606

Organization chart or internal organization plan of the

Company (e.g: by sector, division, plant, etc.)

607

Studies, memos, reports and other documents

regarding the market in which the Company operates

or may operate

608 Documents relating to foreign operations

609

Contracts entered into outside the ordinary course of

business during the last five (5) years

610Documents relating to any certification granted to theCompany (e.g: ISO)

611

Documents relating to every warranty granted by the

Company on the products sold by it


613

Determine the facility overhead cost required for

minimum, standard, and maximum capacity.

614

Ascertain the amount of capital replacements needed

in the near future.

615

Determine the periodic maintenance cost of existing

equipment.

616

Determine the maximum sustainable production

capacity by production line.

617

Estimate the cost of modifications needed to increase

the capacity of each production line or facility.

618

Does the company have a push or pull manufacturing

system?

619

Does the company practice constraint management

techniques?

620

Does the company use work cells or continuous

assembly lines?

621

Is there an adequate industrial engineering staff?

Does it have an ongoing plan for process

improvement?

622

What is the production area safety record? What

types of problems have caused safety failures in the

past?

623 What issues have caused shipping delays in the past?

624What is the history of product rework, and why haverework problems arisen?

S- Franchise

650

Franchise agreements entered into between the

Company and any franchisor

651

Other contracts or documents ancillary to a franchise

agreement

652 Operations manuals provided by the franchisor

653 Notices of default received from franchisors


T- Marketing

675

Press releases issued by the Company during the last

five (5) years

676

Newspaper and magazine articles relating to the

Company during the last five (5) years

677

Reference letters and written testimonials from

customers

678

Advertising pamphlets and other promotional

documents

679 Printed advertisements

680 Media plan

681

Advertising agreements entered into during the last

five (5) years

682

Studies, surveys and inspections carried out during


683

List of associations, chambers of commerce and otherorganizations to which the Company belongs or to

which any director, senior executive, shareholder or

employee belongs as a representative of the

Company

684 List of telephone numbers used by the Company

Regular line(s)

Toll free line(s) (for callers)

Mobile telephone(s)

Pager(s)

Other

685

Contracts and invoices relating to the said telephone

numbers

Regular line(s)

Toll free line(s) (for callers)

686Acquisition agreements relating to any telephonesystem

687

Maintenance agreements relating to any telephone

system

688 Agreement for services with any call centre

689 List of telecopier numbers used by the Company

690

Contracts and invoices relating to the said telecopier

numbers

691

Acquisition agreements relating to any telecopier

system

692

Maintenance agreements relating to any telecopier

system

693

Notice of default, formal demand or other complaint

document potentially affecting the use, ownership or

enjoyment of the said telephone and telecopier

numbers694 Other (specify):

695 What is the size of the market?

696 How is the market segmented?

697

What is the markets projected growth and

profitability?

698

What are the factors affecting growth and

profitability?

699

What are the trends in the number of competitors

and their size, product innovation, distribution,

finances, regulation, and product liability?

700

Obtain a list of all customers who have stopped doing

business with the company in the last three years.

701

Determine the amount of ongoing maintenance

revenue from standard products.

702

Obtain copies of all outstanding proposals, bids, and

offers pending award.

703

Obtain copies of all existing contracts for products or

services, including warranty and guarantee work.

704

What is the sales strategy (e.g., add customers,

increase support, increase penetration into existing

customer base, pricing, etc.).

705

What is the structure of the sales organization? Are

there independent sales representatives?

706 Obtain the sales organization chart.

707 How many sales personnel are in each sales position?

708 What is the sales forces geographic coverage?

709

What is the sales forces compensation, split by base

pay and commission?

710 What was the sales per salesperson for the past year?

711

What was the sales expense per salesperson for the

past year?

712

What is the sales projection by product for the next

12 months?

713

Into what category do customers fall end users,

retailers, OEMs, wholesalers, and/or distributors?

714

How many customers are there for each product,

industry, and geographic region?

715 What is the average order size?

716

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?

717

What is the structure of the technical support group?

How many people are in it, and what is their

compensation?

718

Does the company use e-mail for marketing

notifications to customers?

719

What are the proportions of sales by distribution

channel?

720

How many customers can the company potentially

market its products to? What would be the volume

by customer?

721

What is the companys market share? What is the

trend?

722

Are there new markets in which the products can be

sold?



8/29




723 Any supply or service agreements.

724

A description or copy of the Company's purchasing

policies.

725 A description or copy of the Company's credit policy.

726 A schedule of unfilled orders.

727

A list and explanation for any major customers lost

over the last two years.

728

All surveys and market research reports relevant to

the Company or its products or services.

729

The Company's current advertising programs,

marketing plans and budgets, and printed marketing

materials.

730 A description of the Company's major competitors.

U- Clientele

750 List of the Companys customers


customer

Name of the customers authorized representative

Annual sales figures for the last five (5) years

Terms and conditions of payment granted

751

List of contracts entered into with the government or

with any government agency

752

Supply contracts, contracts for services and other

contracts entered into with the government or anygovernment agency, during the last five (5) years

753 Company policies regarding credit

754 Company policies regarding collections

755 Line of credit agreements

756 List of accounts receivable

Age (current, 30 days, 60 days, etc.)

Amount

757

Notices of default sent to customers during the last

five (5) years

758 Documents relating to provisions for bad debts

759

Agreements or undertakings not to solicit customers

signed by third parties in favor of the Company

760Agreements or undertakings not to solicit customerssigned by the Company in favor of third parties

761

Correspondence sent to/received from any customer

regarding problems relating to the services/products

provided by the Company during the last five (5)

years

Other (specify):

762

How concentrated are sales among the top

customers?

763

What is the distribution of sales among the various

products and services?

764 What is the current sales backlog by customer?

765

What is the seasonality of sales? Are sales unusually

subject to changes in the business cycle?

766

What is the financial condition of key customers?Does it appear that their businesses are sufficiently

robust to continue supporting purchases from the

company?

767

How long has the company had sales relationships

with its key customers?

768

How profitable is each of the key customer accounts?

Do any customers require a disproportionate amount

of servicing, or require special terms and conditions?

769

Itemize any customer contracts that are coming up

for renewal, and likely changes to the key terms of

those agreements.

770

Is there a history of complaints from any customers?

How profitable are the customers who appear to be

the most dissatisfied?

V- Suppliers, Subcontractors and Consultants

800

List of the Companys suppliers, subcontractors and

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

801 Line of credit agreements

802 List of accounts payable

Age (current, 30 days, 60 days, etc.)

Amount

803

Notices of default received by the Company during


804

Supply contracts (whether or not exclusive) entered

into with suppliers

805

Contracts for services, and maintenance, service and

other contracts relating to obligations to be

performed at regular intervals

806

Contracts for services entered into with

subcontractors

807 Consulting agreements entered into with consultants

808

Distribution agreements (whether or not exclusive)

entered into with distributors

809 Selling agency agreements

810 Outsourcing agreements

811

Contracts (including purchase orders) involving a

disbursement exceeding $ per year for a

period of more than one year.

812

Correspondence sent to/received from any supplier,

consultant or subcontractor regarding problems

relating to the services/products provided by it during


813

Documents relating to liability arising from defective

products

814

Opinions, reports or studies prepared by any expert

at the Companys request:

Lawyer

Accountant

Tax expert

Environmental advisor Engineer

Appraiser

Actuary

Insurance broker

Land surveyor

Other (specify)


816

A schedule of all subsidiary, partnership, or joint

venture relationships and obligations, with copies of

all related agreements.

817

Copies of all contracts between the Company and any

officers, directors, 5-percent shareholders or affiliates.

818

All loan agreements, bank financing arrangements,

line of credit, or promissory notes to which theCompany is a party.

819

All security agreements, mortgages, indentures,

collateral pledges, and similar agreements.

820 All guaranties to which the Company is a party.

821 Any installment sale agreements.

822

Any distribution agreements, sales representative

agreements, marketing agreements, and supply

agreements.

823

Any letters of intent, contracts, and closing transcripts

from any mergers, acquisitions, or divestitures within

last five years.

824

Any options and stock purchase agreements involving

interests in other companies.

825

The Company's standard quote, purchase order,

invoice and warranty forms.

826

All nondisclosure or noncompetition agreements to

which the Company is a party.

827 All other material contracts.

W- Employees

850 The Company's organizational chart.

851

Documents relating to the process of recruiting,

hiring, evaluating, promoting, transferring, laying off

and dismissing employees

852

List of the Companys employees (including senior

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

853

List of the Companys key employees (including senior

executives and directors)


Date of hire

Position held

Type of position (e.g: permanent, part-time, casual,etc.)






Training Records

854

List of employees currently on sick leave or disability

leave (including senior executives and directors)


Date of hire

Position held


etc.)






Training Records

855

List of employees laid off or dismissed (including

senior executives and directors) during the last five

(5) years


Date of hire

Position held


etc.)






Training Records

856

List of employees having left the Company to work

for competitors during the last five (5) years


Seniority

Position held


Remuneration


Training records

857 Hiring letters

858 Employment contracts with employees

859 Employment contracts with sales representatives

860 Contracts for services with self-employed workers

861

Employee performance evaluations for the last five

(5) years

862

Employment termination agreements, release

agreements and other agreements entered into with

former employees of the Company during the last five

(5) years

863

Records of employment issued by the Company


864 Organization chart (hierarchical structure)

865 Company policies of the Company

Sexual harassment

Conflicts of interest

Repayment of expenses Overtime

Etc.

866 Employee handbook(s) or guide(s)

867

Human resources management handbook(s) or

guide(s)

868 History of union activities within the Company

First steps taken towards unionization

Principal organizers

Certification process

Name, address and telephone number of the union


president


steward (s) Strikes, lock-outs and other work stoppages

869

Collective agreements with any union (including all

amendments & MOU's)

870 Draft collective agreements with any union

871 Letters of understanding with any union

872

List of grievances filed against the Company during


873

Documents relating to every grievance filed against

the Company during the last five (5) years

874

List of grievances filed by the Company during the

last five (5) years

875

Documents relating to every grievance filed by the

Company during the last five (5) years

876

Judgments or arbitration decisions rendered during

the last five (5) yearsBrief 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.

877

Documents relating to every claim regarding

employment injuries made during the last five (5)

years

878

n erstan ngs, agreements an ot er types o