Vendor Non-Competition Non- Disclosure Non-Solicitation: Fill & Download for Free

Protecting your Intellectual Property (IP) is an important task, though if you don’t have the money or ability to execute your IP or bring it to market, then your IP is really not worth that much.Previously I wrote a thread titled: https://www.quora.com/What-is-it-like-when-someone-steals-your-idea/answer/Severin-Sorensen. I have experienced the pain of having someone steal your idea and implement it without your assistance, and it’s not pleasant. I have also learned along the way some effective ways to protect your IP, and it is not always the popular use of a Patent, Copyright, or Trademark. So for the inventor here are some ideas for protecting your IP as best you can.You might consider preparing restrictive covenants documents for submittal to your prospective business partners, employees, consultants, and strategic partners (e.g., Non-Disclosure Agreement, Non-Compete, Non-Solicitation of employees, vendors, and clients). Some potential partners may not sign these, however, you can learn a lot from the discussion about their views and experience around signing such agreements and get a better feel on whether you can trust them; if they won’t sign an NDA then you may want to limit your disclosures to the bare minimum necessary to determine if a partnership opportunity is desirable or feasible.Next, when you are unaware of the integrity of your potential strategic partner and their existing partners and allies, you might consider using a decoy technical approach strategy to explore their capability to partner with you, before shinning light on your target market or application. For example, let’s say you have a unique technology application to provide a service for businesses in Industry A (fantasy sports leagues), and you can find an allied application for the same technology in Industry B (competitive popular music competitions), you could approach a vendor or partner potential and expose only Industry B, so that you do not spotlight your larger target market.To protect your idea further, you might choose to deliberately operate in “stealth mode” while you are in start-up phase, where only a few trusted partners are aware of your true future purpose of business. The concept is that you start with business plan A (e.g., Single Sub sandwich and Pizza by the slice take-out location) and proceed forward with plan A for a season, not drawing attention to your future pivot to Plan B (Nationwide Pizza Delivery Chain). This will enable you to build your concept, create your MVP, and discretely float your idea to a few trusted stakeholders. This method is helpful when part of your core strategy is to build a strategic barrier of time, technology, and resources that represent a barrier not easy to breach for those that seek to replicate your concept later. Meanwhile, you register provisional and utility patents to protect your work in the generic form not to attract attention to your true market. In sum, when time to replicate is the primary barrier to entry, then stealth mode makes great sense and gives you time to create an IP protective fence.However, in my view, more important than a patent itself is protecting your proprietary tradecraft, your secrets, methods, sources, suppliers, and method of creating your secret sauce. Many entrepreneurs avoid patents altogether as they find writing the detailed patent disclosure document exposes their methods and technology to competitive creative minds that might create alternative substitutions and methods to produce imitative products and services.Next, akin to undesirable premature and public disclosure of your tradecraft in the Patent disclosure document, the Franchise Disclosure Document (FDD) is equally challenging for protecting trade secrets. Many worthy franchise business models are not executed as Franchises but rather pivot to other business models as the Franchise Disclosure Document (FDD) is a sure way to have your proprietary tradecraft exposed and exploited by your competitors. When I’m doing a ‘private equity’ style deep dive on an industry, I find FDDs to be a goldmine of background data that is elsewhere not available. You can look at FDDs and determine in advance if your strategic partners are already using other technology or services that are a competitor to your own technology.Remember, always consult with your own legal advisors, as they can tell you specifics of IP protection for your market and jurisdiction.

Startups 101: How to Create a Business PlanThe first thing you need to do is create an executive summary and a mission statement.After that, you need to study your market, compare yourself to your competition, create a share structure, outline financials, and fill out the rest of the pertinent data like the other people suggest.Below is an example of the last executive summary and mission statement that I created for a company I was planning to launch earlier this year.Since I own the company, wrote this from scratch, and decided that I will not be launching this product, I decided to share. (Yes, it is heavily focused on marketing, but that's my primary expertise, if I'm even somewhat good at it... Who in the world knows...)I worked with a Product CEO and operated as the COO at this company and recruited a highly talented team, however the Product CEO decided to part ways so we scrapped the business.Also, you may not want to make a public benefit company unless you already have investors you can turn to for sure who don't care what kind of business you own. If you are seeking to raise money from venture capital, then it is highly unlikely that they will invest into your model.1.0 EXECUTIVE SUMMARYCompany Name | Tagline | An American Public Benefit Company Founded in February of 2013, (“SE”) features contemporary women’s fashions specializing in comfort, fit and sexiness, established by a diverse group of individuals, led by the C.E.O. Ms. Lee.SE holds idealistic aspirations of giving back to the underprivileged, creates American Jobs and gives back to the community, while keeping the clientele engaged through social interactionsSE provides:• A Philanthropic Vision.• Patriotism.• Quality Clothing.• Best Styles for women of the 21st Century.• Quality Content.• An Interactive Community.SE’s innovative design and marketing team constructs visionary product campaigns and strategies, designed to push SE to the forefront of the industry.Derived from the fictional character, Sophia Serrano, from the film Open Your Eyes, SE’s inspiration is characterized by Sophia’s radiant qualities of being: positive, down-to earth, original, mysterious, sexy, and guileless in a perfect world.Sophia is the “ideal” woman because not only is she divine in nature, she is able to cope through the greatest obstacles that obstruct her from her path. Simultaneously, Sophia is so unique, she makes a man follow her into the afterlife of his dreams. Not only did she (tagline) in the real world, she left him in need of her in the afterlife.SE wants other fashion brands and the world to know that everyone in this world matters, no matter your race, ethnicity, financial background or country of origin.SE empowers people to make a difference by:• Helping the Underprivileged Children of America.• Creating American Jobs.• Providing a more Eco-Friendly environment.All of SE’s products are made in the United States, providing more opportunities to influence economic growth.SE ensures no usable fabric goes to waste by collecting all the scraps of fabrics and donating the items to (charity), with the sole intent to create exclusive items, blankets, or articles of clothing for the less fortunate. In addition, SE donates 10% of all sales to (charity) , to help feed, clothe, and provide shelter for the less fortunate.SE plans to take a creative approach to branding and marketing the company.Not only will SE use traditional methods of marketing, such as mailing clothes to celebrities, look books to bloggers and editors, buying editorial spots, sponsoring events, and advertising online, SE will take grass root efforts to the next level in attracting hits to the website, along with social media to keep the clientele engaged.Sending celebrities, fashion editors and bloggers free gifts never guarantees the promotion of an item, so SE has decided to implement a revenue sharing program with its clothing. Each individual influencer will have a personalized URL to direct their clients to SE’s website. Each purchase made within thirty days by the referral of an “influencer” will generate an earnings check of $25 to the referrer. Checks will be cut once the accumulated balance reaches $300, or can be exchanged to store credit.SE will seek out make up artists, photographers, stylists, and other professionals within the fashion industry to provide an opportunity to earn an extra source of income through its revenue sharing program. SE will also provide clothing to stylists, to have featured in editorial along with video content.SE’s grassroots efforts will take place in the form of carefully selected event sponsorships. Through event sponsorships, models will be showcased wearing the SE product through a trade booth. SE will take pictures of celebrities who try on the products and feature blog posts through social media efforts of the celebrities, while distributing the highly sought out images to fashion bloggers. SE will then pass out $10 SE Clothing Branded Gift Cards to people who fit the role of the target consumer of the brand at the event. Initially, 50,000 gift cards will be made for distribution within the first year, of which we expect at least 25,000 to visit the website URL.SE will implement a referral based program, where if a friend is referred to purchase an item through the SE website through their email or social media link within 30 days, the customer will have the choice to have one of the following occur:• $25 will be credited to the referrer’s account for Future Purchases.• $25 will be donated to the referrer’s Charity of Choice.The referee will also receive $10 credited off their first purchase. Studies indicate that 1 out of every 3 customers will refer their friends to a site that they trust and enjoy.SE will partner with publishers and affiliates such as Google Affiliate, Commission Junction, Avantlink, Affiliate Window, Webgains, Pepperjam, Integrate, Etc. to allow professionals to earn a profit by referring their clientele to purchase items from SE.In order to create better organic SEO (Search Engine Optimization) results to guide more online traffic to the website, SE will carry lines of both popular name brand and up-and-coming American Made products by other designers, such as Nasty Gal, Diesel, Ralph Lauren, Armani, Etc. In order to acquire the product necessary, SE will create a strategic partnership with its manufacturer to sell their excess inventory.Once new customers visit the SE site, they will be given an opportunity to register on the site to claim their $10 credit. Through registration, information such as the customer’s name, email address, phone number, address, and social media profiles will be gathered.Once the customer registers, they will be able to access the site. A welcome email will be sent to the customer within one day, welcoming them to the site. Within 5-7 business days, a letter stating SE’s appreciation of the customer with an outline of the brand’s philanthropic vision will be physically mailed to the customer on company letterhead and hand signed by the C.E.O., Ms. Lee. The customer will then be emailed, informing them that their gift card will expire in 30 days, 3 weeks, 15 days, 7 days, 3 days, 2 days, and a final offer email. This cycle will repeat for another 30 days for a total of 60 days, which will trigger a sense of urgency within purchasing an item within the allotted timeframe.SE will engage with customers by providing the first few sentences of educational content through email, while providing links to the blogging section of the website to read the full article, along with social media efforts on Pinterest, Facebook, Twitter, DeviantART, Tumblr, Google+, Polyvore, Wanelo, Quora, Lyst, Etc. to build trust with the clientele, and keep them engaged with the brand. SE will track user activity through analytic services provided by Kissmetrics to measure which campaigns work best, to better understand our audience.SE will influence increases in transaction sizes by donating one item to charity for every $300 spent in a single transaction. Not only would revenues increase, the philanthropic vision would accelerate to creating a bigger influence to society, which in turn will create a better image for the brand.SE will have a section on the site where users can upload images of their new purchases, how they pair their outfits, provide feedback to others, and like other consumer’s styles, creating an engaged society of buyers who become advocates and prosumers of the brand.SE will begin sales on the retail website, then slowly trickle into many online boutique stores, physical boutique stores, then into major department stores. Since bulk purchases from vendors decrease manufacturing costs, the business model is extremely scalable. As SE becomes a more established brand, price increases will be implemented in 10% increments per season, increasing profit margins while manufacturing costs decrease.SE will create separate databases for consumers who have at least purchased one item and another database for loyal consumers. In regard to the database of consumers who have purchased, collateral material providing a promo code for a promotional discount will physically be mailed to the clients two weeks prior to an anniversary or holiday sale, to provide exclusive access to the promotion. SE will randomly select users from the loyal consumer database to provide a free gift with purchase, expedited or free shipping, and various other promotional tools to reward brand loyalty.Once SE establishes a loyal client base, verticals will be integrated one product at a time in minimal quantities, initially to test the market to see how well the product does. Verticals will range from products such as cosmetics, shoes, handbags, hats, stockings, scarves, jewelry, and other womenswear based products.Led by C.E.O. Ms. Lee, SE has hand selected a managerial team of 8 creative unique individuals to grasp a portion of the $500+ billion dollar market by creating quality content, negotiating with vendors, managing finances, and laying out the long term growth of the company, all while creating beautiful product.10 years from now, in the year 2023, SE plans to be acquired by LVMH, PPR, Richemont, Valentino Fashion Group, The Aeffe Group, Puig, Diesel, Phillips-Van Huesen, Hermes, Liz Claiborne, Inditex, The Arcadia Group, or Aurora Fashion for a strike price of $300 million. SE is currently seeking seed financing in the amount of $275,000 to be used to cover manufacturing, marketing, legal and operational expenses to establish the brand.MISSION STATEMENTUnited together, SE’s commitments to society are as follows:#1. To Mother Earth:We vow to make sure that no usable fabric is wasted. All usable scrap material will be recycled into specialty items, blankets or created into articles of clothing for the less fortunate.#2. To Our Nation:We vow to Shop American. We vow to only manufacture our product in America. We are creating American jobs and doing our part in rebuilding the American economy.#3. To Our World:We vow to take a stance against child labor. We take a stance against the Chinese sweatshops with hazardous work conditions.#4. To The Less Fortunate:We vow to provide food, clothing, and shelter for children who are unable to take care of themselves, especially the ones right here at home.#5. To Our Customers:We vow to make sure you feel beautiful and (tagline). We vow to create the sexiest, most reliable products made from the best material we can find. We will provide the best fit possible. We will listen to your opinions and make decisions based off of your feedback. Your voice will be heard.#6. To Our Design PartnersWe vow to provide our client base accessibility to your designs to increase your exposure in the market place. Whether you are a small designer who is just beginning or an established brand, there is a place here for you to showcase your items, as long as the product is manufactured here in America.#7. To Our Employees:We vow to bring the jobs back home and provide fair wages. We vow to provide a fun and friendly stress-free work environment.#8. To Our Shareholders:We vow to provide you a seat on our board. We vow to listen to your expertise. We vow to provide returns in a timely manner. We vow to fulfill your philanthropic vision.Oh, it might be in your best interest to include a mind map as well.The first five pages should include the following information:BUSINESS DEVELOPMENT PLANMARCH 2013****** CONFIDENTIALITY & DISCLOSURE NOTICE ******IMPORTANT: This document is for information purposes only and sent at your request and is covered by the Electronic Communications Privacy Act 18 U.S.C. 2510‐2521. This is neither a solicitation of investment nor an offer to sell and/or buy securities. This communication may contain non‐public, private, confidential or legally privileged information and documents intended for the sole use of the designated recipient(s). The unlawful interception, use or disclosure of such information is strictly prohibited under the applicable laws of the U.S.A. and the State of Nevada. Any review, retransmission, dissemination or other use of, or taking of any action in reliance upon this information by persons/entities other than the intended recipient is prohibited. If you received this document and / or a transmission of this document in error, delete any electronic copies of this document and / or return this document to (Name, Address)CONFIDENTIALITY & DISCLOSURE NOTICEIMPORTANT: This document is for information purposes only and sent at your request and is covered by the Electronic Communications Privacy Act 18 U.S.C. 2510-2521. This is neither a solicitation of investment nor an offer to sell and/or buy securities. This communication may contain non-public, private, confidential or legally privileged information and documents intended for the sole use of the designated recipient(s). The unlawful interception, use or disclosure of such information is strictly prohibited under the applicable laws of the U.S.A. and the State of California. Any review, retransmission, dissemination or other use of, or taking of any action in reliance upon this information by persons/entities other than the intended recipient is prohibited. If you received this document and / or a transmission of this document in error, delete any electronic copies of this document and / or return this document to (Name, Address)CONFIDENTIALITY AGREEMENTThe undersigned reader acknowledges that the information provided within this Business Development Plan (“BDP”) is confidential; therefore, reader agrees not to disclose it without the express written permission of SE.It is acknowledged by reader that information to be furnished in this BDP is in all respects confidential in nature, other than information which is in the public domain through other means and that any disclosure or use of same by reader, may cause serious harm or damage to SE and other sources identified herein. The information, estimates and projections contained herein have been prepared by SE in good faith and on a basis believed to be reasonable; such estimates and projections involve significant elements of subjective judgment and analysis. No representation or warranty, expressed or implied, can be made as to the accuracy or completeness of such information, and nothing contained in this BDP is, or shall be relied upon as, a promise or representation as to the past or the future. This BDP is submitted in connection with the evaluation of a potential transaction and may not be reproduced or used, in whole or in part, for any other purpose.Upon request, this document is to be immediately returned SE,.___________________Signature___________________Name (typed or printed)___________________DateThis is a Business Development Plan. It does not imply an offering of securitiesFORWARD LOOKING STATEMENTThis document may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, but not limited to, statements as to future operating results and plans that involve risks and uncertainties. We use words such as “expects”, “anticipates”, “believes”, “estimates”, the negative of these terms and similar expressions to identify forward looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by those projected in the forward-looking statements for any reason. References herein to “the Company,” “we,” “our,” “us” and similar words or phrases are references to SE, and/or its subsidiaries, unless the context otherwise requires.CONTACT INFORMATIONInquiries may be directed to the appropriate party below:Leonard KimCOOSEAddress:Phone:Fax:Email:The Table of contents should include the following information that no one, aside from analysts read:TABLE OF CONTENTS1.0 EXECUTIVE SUMMARY1.1 OBJECTIVES1.2 MISSION1.3 KEYS TO SUCCESS2.0 COMPANY SUMMARY2.1 CAPITALIZATION SUMMARY2.2 COMPANY LOCATIONS AND FACILITIES.3.0 PRODUCTS AND SERVICES3.1 THE SE TECHNOLOGY3.2 COMPETITIVE COMPARISON3.3 MARKETING MATERIAL3.4 TECHNOLOGY FULFILLMENT3.5 FUTURE PRODUCTS AND SERVICES4.0 MARKET ANALYSIS SUMMARY4.1 MARKET SEGMENTATION4.2 TARGET MARKET SEGMENT STRATEGY4.2.1 MARKET NEEDS4.2.2 MARKET TRENDS4.2.3 MARKET GROWTH4.3 SERVICE BUSINESS ANALYSIS4.3.1 BUSINESS PARTICIPANTS4.3.2 DISTRIBUTING A PRODUCT4.3.3 MAIN COMPETITORS5.0 WEB PLAN SUMMARY5.1 WEBSITE MARKETING STRATEGY5.2 DEVELOPMENT REQUIREMENTS6.0 STRATEGY AND IMPLEMENTATION SUMMARY6.1 SWOT ANALYSIS6.1.1 STRENGTHS6.1.2 WEAKNESSES6.1.3 OPPORTUNITIES6.1.4 THREATS6.2 STRATEGY PYRAMID6.3 VALUE PROPOSITION6.4 COMPETITIVE EDGE6.5 MARKETING STRATEGY SUMMARY6.5.1 POSITIONING STATEMENT6.5.2 PRICING STRATEGY6.6 SALES STRATEGY6.6.1 SALES FORECAST6.7 MILESTONES7.0 MANAGEMENT SUMMARY7.1 ORGANIZATIONAL STRUCTURE7.2 MANAGEMENT TEAM7.3 MANAGEMENT TEAM GAPS7.4 PERSONNEL PLAN8.0 FINANCIAL PLAN8.1 START-UP FUNDING8.2 KEY FINANCIAL INDICATORS8.3 BREAK-EVEN ANALYSIS8.4 PROJECTED PROFIT AND LOSS8.5 PROJECTED CASH FLOW8.6 PROJECTED BALANCE SHEET8.7 BUSINESS RATIOS8.8 THE INVESTMENT OFFERING8.9 VALUATION8.10 USE OF FUNDS9.0 APPENDICESTABLE: SALES FORECASTTABLE: PROFIT AND LOSSTABLE: PROFIT AND LOSSTABLE: CASH FLOWTABLE: CASH FLOWTABLE: BALANCE SHEETIf you're using a business plan to try to attain a loan for a small business... I took a different business plan for a nightlife company, brought a cofounder with a 680 credit score, and went to Long Beach SBDC and they helped me get approved for a loan from a credit union for $30,000 two years ago. The whole process took less than a week, since we already had our business plan finished prior to showing up. We ended up not taking the loan because our programmer ran off with the money we had paid him prior without delivering our technology.There are Small Business Development Centers, sponsored by the Small Business Association, all across the United States that will help you make a business plan for free, read it, and even shop it out for business loans.If you're using a business plan to attain financing from an Angel Investor or VC, then all that matters is your executive summary and your slideshow. I mean, you still need the other data filled in, but these are the only two areas of which they put their main focus on. However, a lot of investors use two financial analysts to carefully go over every detail within a business plan prior to investing their own cash. So, the fine details are pretty important regardless of what anyone else says.Also, if you need to know how to split equity with your startup, read more here: How much equity do you give early employees when the company is bootstrapped?Read more at my blog: Startups 101: How to Create a Business Plan

In the context of a legal agreement—which is what a term sheet is—a “schedule” is a list of things that are referenced in the agreement. Often, for complex agreements, there are many things that need to be listed. Examples might be:Names and salaries of employeesNames and ownership interests of shareholdersSoftware licensesPatents and intellectual propertyComputers and other owned equipmentLeases the company has signedEtc.Instead of putting all this directly into the agreement, they will instead be listed separately and attached to the end, with the agreement itself just saying something like “the employees as listed in Schedule A”.There is no particular order in which schedules are attached, although it is typically in the order in which they are referenced in the document. And for purposes of clarity, each schedule is numbered (or, more often, lettered, starting with “Schedule A”.)To give you an idea of the kind of schedules you might find in the actual closing documents of an investment (although likely not the term sheet), take a look at this typical due diligence list:A. Organization of the Company1. Describe the corporate or other structure of the legal entities that comprise the Company. Include any helpful diagrams or charts. Provide a list of the officers and directors of the Company and a brief description of their duties.2. Long-form certificate of good standing and articles or certificate of incorporation from Secretary of State or other appropriate official in the Company's jurisdiction of incorporation, listing all documents on file with respect to the Company, and a copy of all documents listed therein.3. Current by-laws of the Company.4. List of all jurisdictions in which the Company is qualified to do business and list of all other jurisdictions in which the Company owns or leases real property or maintains an office and a description of business in each such jurisdiction. Copies of the certificate of authority, good standing certificates and tax status certificates from all jurisdictions in which the Company is qualified to do business.5. All minutes for meetings of the Company's board of directors, board committees and stockholders for the last five years, and all written actions or consents in lieu of meetings thereof.6. List of all subsidiaries and other entities (including partnerships) in which the Company has an equity interest; organizational chart showing ownership of such entities; and any agreements relating to the Company's interest in any such entity.B. Ownership and Control of the Company1. Capitalization of the Company, including all outstanding capital stock, convertible securities, options, warrants and similar instruments.2. List of securityholders of the Company (including option and warrant holders), setting forth class and number of securities held.3. Copies of any voting agreements, stockholder agreements, proxies, transfer restriction agreements, rights of first offer or refusal, preemptive rights, registration agreements or other agreements regarding the ownership or control of the Company.C. Assets and Operations1. Annual financial statements with notes thereto for the past three fiscal years of the Company, and the latest interim financial statements since the end of the last fiscal year and product sales and cost of sales (including royalties) analysis for each product which is part of assets to be sold.2. All current budgets and projections including projections for product sales and cost of sales.3. Any auditors (internal and external) letters and reports to management for the past five years (and management's responses thereto).4. Provide a detailed breakdown of the basis for the allowance for doubtful accounts.5. Inventory valuation, including turnover rates and statistics, gross profit percentages and obsolescence analyses including inventory of each product which is part of assets to be sold.6. Letters to auditors from outside counsel.7. Description of any real estate owned by the Company and copies of related deeds, surveys, title insurance policies (and all documents referred to therein), title opinions, certificates of occupancy, easements, zoning variances, condemnation or eminent domain orders or proceedings, deeds of trust, mortgages and fixture lien filings.8. Schedule of significant fixed assets, owned or used by the Company, including the identification of the person holding title to such assets and any material liens or restrictions on such assets.9. Without duplication from Section D below, or separate intellectual property due diligence checklist, schedule of all intangible assets (including customer lists and goodwill) and proprietary or intellectual properties owned or used in the Company, including a statement as to the entity holding title or right to such assets and any material liens or restrictions on such assets. Include on and off balance sheet items.D. Intellectual PropertyList of all patents, trademarks, tradenames, service marks and copyrights owned or used by the Company, all applications therefor and copies thereof, search reports related thereto and information about any liens or other restrictions and agreements on or related to any of the foregoing (without duplication from attached intellectual property due diligence checklist).E. Reports1. Copies of any studies, appraisals, reports, analyses or memoranda within the last three years relating to the Company (i.e., competition, products, pricing, technological developments, software developments, etc.).2. Current descriptions of the Company that may have been prepared for any purpose, including any brochures used in soliciting or advertising.3. Descriptions of any customer quality awards, plant qualification/certification distinctions, ISO certifications or other awards or certificates viewed by the Company as significant or reflective of superior performance.4. Copies of any analyst or other market reports concerning the Company known to have been issued within the last three years.5. Copies of any studies prepared by the Company regarding the Company's insurance currently in effect and self-insurance program (if any), together with information on the claim and loss experience thereunder.6. Any of the following documents filed by the Company or affiliates of the Company and which contain information concerning the Company: annual reports on SEC Form 10-K; quarterly reports on SEC Form 10-Q; current reports on SEC Form 8-K.F. Compliance with Laws1. Copies of all licenses, permits, certificates, authorizations, registrations, concessions, approvals, exemptions and other operating authorities from all governmental authorities and any applications therefor, and a description of any pending contemplated or threatened changes in the foregoing.2. A description of any pending or threatened proceedings or investigations before any court or any regulatory authority.3. Describe any circumstance where the Company has been or may be accused of violating any law or failing to possess any material license, permit or other authorization. List all citations and notices from governmental or regulatory authorities.4. Schedule of the latest dates of inspection of the Company's facilities by each regulatory authority that has inspected such facilities.5. Description of the potential effect on the Company of any pending or proposed regulatory changes of which the Company is aware.6. Copies of any information requests from, correspondence with, reports of or to, filings with or other material information with respect to any regulatory bodies which regulate a material portion of the Company's business. Limit response to the last five years unless an older document has a continuing impact on the Company.7. Copies of all other studies, surveys, memoranda or other data on regulatory compliance including: spill control, environmental clean-up or environmental preventive or remedial matters, employee safety compliance, import or export licenses, common carrier licenses, problems, potential violations, expenditures, etc.8. State whether any consent is necessary from any governmental authority to embark upon or consummate the proposed transaction.9. Schedule of any significant U.S. import or export restrictions that relate to the Company's operations.10. List of any export, import or customs permits or authorizations, certificates, registrations, concessions, exemptions, etc., that are required in order for the Company to conduct its business and copies of all approvals, etc. granted to the Company that are currently in effect or pending renewal.11. Any correspondence with or complaints from third parties relating to the marketing, sales or promotion practices of the Company.G. Environmental Matters1. A list of facilities or other properties currently or formerly owned, leased, or operated by the Company and its predecessors, if any.2. Reports of environmental audits or site assessments in the possession of the Company, including any Phase I or Phase II assessments or asbestos surveys, relating to any such facilities or properties.3. Copies of any inspection reports prepared by any governmental agency or insurance carrier in connection with environmental or workplace safety and health regulations relating to any such facilities or properties.4. Copies of all environmental and workplace safety and health notices of violations, complaints, consent decrees, and other documents indicating noncompliance with environmental or workplace safety and health laws or regulations, received by the Company from local, state, or federal governmental authorities. If available, include documentation indicating how such situations were resolved.5. Copies of any private party complaints, claims, lawsuits or other documents relating to potential environmental liability of the Company to private parties.6. Listing of underground storage tanks currently or previously present at the properties and facilities listed in response to Item 1 above, copies of permits, licenses or registrations relating to such tanks, and documentation of underground storage tank removals and any associated remediation work.7. Descriptions of any release of hazardous substances or petroleum known by the Company to have occurred at the properties and facilities listed in response to Item 1, if such release has not otherwise been described in the documents provided in response to Items 1-6 above.8. Copies of any information requests, PRP notices, "106 orders," or other notices received by the Company pursuant to CERCLA or similar state or foreign laws relating to liability for hazardous substance releases at off-site facilities.9. Copies of any notices or requests described in Item 8 above, relating to potential liability for hazardous substance releases at any properties or facilities described in response to Item 1.10. Copies of material correspondence or other documents (including any relating to the Company's share of liability) with respect to any matters identified in response to Items 8 and 9.11. Copies of any written analyses conducted by the Company or an outside consultant relating to future environmental activities (i.e., upgrades to control equipment, improvements in waste disposal practices, materials substitution) for which expenditure of funds greater than $10,000 is either certain or reasonably anticipated within the next five years and an estimate of the costs associated with such activities.12. Description of the workplace safety and health programs currently in place for the Company's business, with particular emphasis on chemical handling practices.H. Litigation1. List of all litigation, arbitration and governmental proceedings relating to the Company to which the Company or any of its directors, officers or employees is or has been a party, or which is threatened against any of them, indicating the name of the court, agency or other body before whom pending, date instituted, amount involved, insurance coverage and current status. Also describe any similar matters which were material to the Company and which were adjudicated or settled in the last ten years.2. Information as to any past or present governmental investigation of or proceeding involving the Company or the Company's directors, officers or employees.3. Copies of all attorneys' responses to audit inquiries.4. Copies of any consent decrees, orders (including applicable injunctions) or similar documents to which the Company is a party, and a brief description of the circumstances surrounding such document.5. Copies of all letters of counsel to independent public accountants concerning pending or threatened litigation.6. Any reports or correspondence related to the infringement by the Company or a third party of intellectual property rights.I. Significant Contracts and Commitments1. Contracts relating to any completed (during the past 10 years) or proposed reorganization, acquisition, merger, or purchase or sale of substantial assets (including all agreements relating to the sale, proposed acquisition or disposition of any and all divisions, subsidiaries or businesses) of or with respect to the Company.2. All joint venture and partnership agreements to which the Company is a party.3. All material agreements encumbering real or personal property owned by the Company including mortgages, pledges, security agreements or financing statements.4. Copies of all real property leases relating to the Company (whether the Company is lessor or lessee), and all leasehold title insurance policies (if any).5. Copies of all leases of personal property and fixtures relating to the Company (whether the Company is lessor or lessee), including, without limitation, all equipment rental agreements.6. Guarantees or similar commitments by or on behalf of the Company, other than endorsements for collection in the ordinary course and consistent with past practice.7. Indemnification contracts or arrangements insuring or indemnifying any director, officer, employee or agent against any liability incurred in such capacity.8. Loan agreements, notes, industrial revenue bonds, compensating balance arrangements, lines of credit, lease financing arrangements, installment purchases, etc. relating to the Company or its assets and copies of any security interests or other liens securing such obligations.9. No-default certificates and similar documents delivered to lenders for the last five (or shorter period, if applicable) years evidencing compliance with financing agreements.10. Documentation used internally for the last five years (or shorter time period, if applicable) to monitor compliance with financial covenants contained in financing agreements.11. Any correspondence or documentation for the last five years (or shorter period, if applicable) relating to any defaults or potential defaults under financing agreements.12. Contracts involving cooperation with other companies or restricting competition.13. Contracts relating to other material business relationships, including:a. any current service, operation or maintenance contracts;b. any current contracts with customers;c. any current contracts for the purchase of fixed assets; andd. any franchise, distributor or agency contracts.14. Without duplicating Section D above or the intellectual property due diligence schedule hereto, contracts involving licensing, know-how or technical assistance arrangements including contracts relating to any patent, trademark, service mark and copyright registrations or other proprietary rights used by the Company and any other agreement under which royalties are to be paid or received.15. Description of any circumstances under which the Company may be required to repurchase or repossess assets or properties previously sold.16. Data processing agreements relating to the Company.17. Copies of any contract by which any broker or finder is entitled to a fee for facilitating the proposed transaction or any other transactions involving the Company or its properties or assets.18. Management, service or support agreements relating to the Company, or any power of attorney with respect to any material assets or aspects of the Company.19. List of significant vendor and service providers (if any) who, for whatever reason, expressly decline to do business with the Company.20. Samples of all forms, including purchase orders, invoices, supply agreements, etc.21. Any agreements or arrangements relating to any other transactions between the Company and any director, officer, stockholder or affiliate of the Company (collectively, "Related Persons"), including but not limited to:a. Contracts or understandings between the Company and any Related Person regarding the sharing of assets, liabilities, services, employee benefits, insurance, data processing, third-party consulting, professional services or intellectual property.b. Contracts or understandings between Related Persons and third parties who supply inventory or services through Related Persons to the Company.c. Contracts or understandings between the Company and any Related Person that contemplate favorable pricing or terms to such parties.d. Contracts or understandings between the Company and any Related Person regarding the use of hardware or software.e. Contracts or understandings regarding the maintenance of equipment of any Related Person that is either sold, rented, leased or used by the Company.f. Description of the percentage of business done by the Company with Related Persons.g. Covenants not to compete and confidentiality agreements between the Company and a Related Person.h. List of all accounts receivable, loans and other obligations owing to or by the Company from or to a Related Person, together with any agreements relating thereto.22. Copies of all insurance and indemnity policies and coverages carried by the Company including policies or coverages for products, properties, business risk, casualty and workers compensation. A description of any self-insurance or retro-premium plan or policy, together with the costs thereof for the last five years. A summary of all material claims for the last five years as well as aggregate claims experience data and studies.23. List of any other agreements or group of related agreements with the same party or group of affiliated parties continuing over a period of more than six months from the date or dates thereof, not terminable by the Company on 30 days' notice.24. Copies of all supply agreements relating to the Company and a description of any supply arrangements.25. Copies of all contracts relating to marketing and advertising.26. Copies of all construction agreements and performance guarantees.27. Copies of all secrecy, confidentiality and nondisclosure agreements.28. Copies of all agreements related to the development or acquisition of technology.29. Copies of all agreements outside the ordinary course of business.30. Copies of all warranties offered by the Company with respect to its product or services.31. List of all major contracts or understandings not otherwise previously disclosed under this section, indicating the material terms and parties.32. For any contract listed in this Section I, state whether any party is in default or claimed to be in default.33. For any contract listed in this Section I, state whether the contract requires the consent of any person to assign such contract or collaterally assign such contract to any lender.NOTE: Remember to include all amendments, schedules, exhibits and side letters. Also include brief description of any oral contract listed in this Section I.J. Employees, Benefits and Contracts1. Copies of the Company's employee benefit plans as most recently amended, including all pension, profit sharing, thrift, stock bonus, ESOPs, health and welfare plans (including retiree health), bonus, stock option plans, direct or deferred compensation plans and severance plans, together with the following documents:a. all applicable trust agreements for the foregoing plans;b. copies of all IRS determination letters for the foregoing qualified plans;c. latest IRS forms for the foregoing qualified plans, including all annual reports, schedules and attachments;d. latest copies of all summary plan descriptions, including modifications, for the foregoing plans;e. latest actuarial evaluations with respect to the foregoing defined benefit plans; andf. schedule of fund assets and unfunded liabilities under applicable plans.2. Copies of all employment contracts, consulting agreements, severance agreements, independent contractor agreements, non-disclosure agreements and non-compete agreements relating to any employees of the Company.3. Copies of any collective bargaining agreements and related plans and trusts relating to the Company (if any). Description of labor disputes relating to the Company within the last three years. List of current organizational efforts and projected schedule of future collective bargaining negotiations (if any).4. Copies of all employee handbooks and policy manuals (including affirmative action plans).5. Copies of all OSHA examinations, reports or complaints.6. The results of any formal employee surveys.K. Tax Matters1. Copies of returns for the three prior closed tax years and all open tax years for the Company (including all federal and state consolidated returns) together with a work paper therefor wherein each item is detailed and documented that reconciles net income as specified in the applicable financial statement with taxable income for the related period.2. Audit and revenue agents reports for the Company; audit adjustments proposed by the Internal Revenue Service for any audited tax year of the Company or by any other taxing authority; or protests filed by the Company.3. Settlement documents and correspondence for last six years involving the Company.4. Agreements waiving statute of limitations or extending time involving the Company.5. Description of accrued federal, state and local withholding taxes and FICA for the Company.6. List of all state, local and foreign jurisdictions in which the Company pays taxes or collects sales taxes from its retail customers (specifying which taxes are paid or collected in each jurisdiction).L. Miscellaneous1. Information regarding any material contingent liabilities and material unasserted claims and information regarding any asserted or unasserted violation of any employee safety and environmental laws and any asserted or unasserted pollution clean-up liability.2. List of the ten largest customers and suppliers for each product or service of the Company.3. List of major competitors for each business segment or product line.4. Any plan or arrangement filed or confirmed under the federal bankruptcy laws, if any.5. A list of all officers, directors and stockholders of the Company.6. All annual and interim reports to stockholders and any other communications with securityholders.7. Description of principal banking and credit relationships (excluding payroll matters), including the names of each bank or other financial institution, the nature, limit and current status of any outstanding indebtedness, loan or credit commitment and other financing arrangements.8. Summary and description of all product, property, business risk, employee health, group life and key-man insurance.9. Copies of any UCC or other lien, judgment or suit searches or filings related to the Company in relevant states conducted in the past three years.10. Copies of all filings with the Securities and Exchange Commission, state blue sky authorities or foreign security regulators or exchanges.11. All other information material to the financial condition, businesses, assets, prospects or commercial relations of the Company.