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Company Secretaries as Key Managerial PersonnelCompany Secretary has been recognized as Key Managerial Personnel along with the Chief Executive Officer/managing director/manager, whole-time director and Chief Financial Officer. (section 203)Being Key Managerial Personnel, Company Secretary is required to be mandatorily appointed in every company belonging to such class or classes of companies as may be prescribed.As per the Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, such prescribed class is every listed company and every other public company having a paid-up share capital of ten crore rupees or more shall have whole-time key managerial personnel.Also as per Rule 8A, i.e. Appointment of Company Secretaries in companies not covered under rule 8.—A company other than a company covered under rule 8 which has a paid up share capital of five crore rupees or more shall have a whole-time company secretary.The Company SecretaryIs a vital link between the company and its Board of Directors, shareholders, government and regulatory authorities.Ensures that Board procedures are both followed and regularly reviewed and provides guidance to Chairman and the Directors on their responsibilities under various laws.Commands high position in the value chain and acts as conscience seeker of the company.A Company Secretary being multidisciplinary professional renders services in following areas:CORPORATE GOVERNANCE AND SECRETARIAL SERVICESCorporate Governance ServicesAdvising on good governance practices and compliance of Corporate Governance norms as prescribed under various Corporate, Securities and Other Business Laws and regulations and guidelines made thereunder.Corporate Secretarial ServicesPromotion, formation and incorporation of companies and matters related therewithFiling, registering any document including forms, returns and applications by and on behalf of the company as an authorized representativeMaintenance of secretarial records, statutory books and registersArranging board/general meetings and preparing minutes thereofAll work relating to shares and their transfer and transmissionCORPORATE LAWS ADVISORY AND REPRESENTATIONSERVICESCORPORATE LAWS ADVISORY SERVICESAdvising companies on Compliance of legal and procedural aspects, particularly under –SEBI Act, SCRA and rules and regulations made thereunderForeign Exchange Management ActConsumer Protection ActDepositories ActEnvironment and Pollution Control LawsLabour and Industrial LawsCo-operative Societies ActMergers and Amalgamations and Strategic AlliancesForeign Collaborations and Joint VenturesSetting up subsidiaries abroadCompetition Policy and Anti Competitive PracticesIPR Protection, Management, Valuation and AuditDrafting of Legal documents.Representation ServicesRepresenting on behalf of a company and other persons before-Company Law BoardNational Company Law TribunalCompetition Commission of IndiaSecurities Appellate TribunalRegistrar of CompaniesConsumer ForumsTelecom Disputes Settlement and Appellate TribunalTax AuthoritiesOther quasi-judicial bodies and TribunalsArbitration and Conciliation ServicesAdvising on arbitration, negotiation and conciliation in commercial disputes between the partiesActing as arbitration/conciliator in domestic and international commercial disputesDrafting Arbitration/Conciliation Agreement/ClauseFINANCIAL MARKETS SERVICESPublic Issue, Listing and Securities ManagementAdvisor/consultant in issue of shares and other securitiesPreparation of Projects Reports and Feasibility StudiesSyndication of Loans from banks & financial institutionsDrafting of prospectus/offer for sale/letter of offer/other documents related to issue of securities and obtaining various approvals in association with lead managersLoan Documentation, registration of charges, status and search reportsListing of securities/delisting of securities with recognized stock exchangePrivate placement of shares and other securitiesBuy-back of shares and other securitiesRaising of funds from international markets – ADR/GDR/ECBTakeover Code and Insider TradingEnsuring compliance of the Takeover Regulations and any other laws or rules as may be applicable in this regardActing as Compliance Officer and ensuring compliance with SEBI (Prohibition of insider Trading) Regulations, 1992 including maintenance of various documents.Securities Compliance and Certification ServicesCompliance with rules and regulations in the securities market particularly –Internal Audit of Depository ParticipantsCertification under SEBI (DIP) GuidelinesAudit in relation to Reconciliation of sharesCertificate in respect of compliance of Private Limited and Unlisted Public Company (Buy Back Securities) RulesFINANCE AND ACCOUNTING SERVICESInternal AuditSecretary to Audit CommitteeWorking capital and liquidity managementDetermination of an appropriate capital structureAnalysis of capital investment proposalsBusiness valuations prior to mergers and/or acquisitionsLoan syndicationBudgetary controlsAccounting and compilation of financial statementsTAXATION SERVICESAdvisory services to companies on tax management and tax planning under Income Tax, Excise and Customs LawsPreparing/reviewing various returns and reports required for compliance with a the tax laws and regulationsRepresenting companies and other persons before the tax authorities and tribunalsINTERNATIONAL TRADE AND WTO SERVICESAdvising on all matters related to IPRs and TRIPs Agreement of WTOAdvising on matters relating to antidumping, subsidies and countervailing dutiesInternational Commercial ArbitrationAdvising on and issuing certificates on Exim Policy and ProceduresAdvising on Intellectual Property licensing and drafting of AgreementActing as registered Trade Mark AgentMANAGEMENT SERVICESGeneral/Strategic ManagementAdvising on Legal Structure of the organizationBusiness policy strategy and planningFormulation of the organizational structureActing as management representative to obtain ISO CertificationCorporate Communications and Public RelationsCommunication with shareholders, stakeholders, Government and Regulators, Authorities, etc.Advisory services for Brand equity and image buildinHuman Resources ManagementManpower planning and developmentAudit of the HR functionPerformance appraisalMotivation and remuneration strategiesIndustrial relationsOffice management, work studies and performance standardsAdvising on industrial and labour laws.

Of course. That’s exactly what “due diligence” is all about. How thorough an investor will be depends to some extent on the professionalism of the investor, the size of the investment, and the stage of the company, but the checking will almost certainly entail requesting and reviewing all of the startup’s financial accounts and projections, customer contracts, cap table, IP filings, etc. (That’s one reason that a platform like Gust Launch can be so useful, because it ensures that everything is appropriately tracked and recorded.)Here is a typical business diligence checklist for an angel or venture investment:Company OverviewArticulate the “equity story” here (i.e. why the company is on to something and why its stock will appreciate greatly). Is it compelling?Does the company engage in thorough business planning?Does management have a clear understanding of the challenges it faces and a realistic plan to address them?Are there any skeletons in the company’s closet from previous activities (e.g. outstanding liabilities, unassigned IP)?Management TeamAre all resumes and personal references available?What key strengths does the management team have collectively and individually?What holes are there in the team and how/when might they be filled?Have there been any disgruntled employees and, if so, why? Do these employees cause any tangible risk going forward?What strengths does the Board bring to the company? How might it be augmented?Is there a Board of Advisors, and, if so, how active is it?MarketingDoes the company have a well-defined sense of what its true market is?·Is this market sufficiently large and fast-growing to be attractive?Is the company’s market generalized or niche?If generalized, does the company stand out from competitors?If niche, will the company dominate sufficiently to either build attractive cash flow or be bought by a larger firm?Is the company the leading firm in its market? Market share?What barriers to entry does the company enjoy? How long lasting are they?Does management understand the key metrics to measure its business and does it track its progress effectively? How do the metrics compare to similar firms?Does the company have a sensible business model?SalesDo customer reference calls bear out claims management make about demand for their products/services?Is the company pipeline attractive? What is the probability that it will hit its targets?Does the sales strategy make sense? What could be done to improve it?Can the company acquire customers profitably?Is the company’s sales cycle better or worse than its competitors and is it attractive?CompetitionDoes the company know who its competitors are, including indirect competitors?Where does the company stack up vs. competitors? Can it win business from them?Has the company focused its business plan narrowly enough to limit its competition?How well-funded is the competition?Product DevelopmentIs the product a need-to-have, a nice-to-have, or a luxury? Does it solve a critical problem or enable growth (if B2B)/provide entertainment (if B2C)?Describe the customer demand in detail?Has the company proven adept at product development? Does it have an adequate technical team?Did product development flow from perceived (or better yet researched) customer demand or from some other impetus? Explain.Intellectual PropertyDoes the company have an appropriate IP strategy? Explain.Are there any issues relating to patents or intellectual property?Production / Operations (HR, Customer Support, Fulfillment, Returns, Distribution Logistics)Do the management team and other employees enjoy appropriate incentives to run the company for the long term?Are the interests of management aligned with ours?Are total labor costs appropriate?Does the company have a realistic plan for managing its back office and customer support? Will it be able to handle customer growth while maintaining customer satisfaction?Financing StrategyIs the valuation attractive? What is the projected times money returned and IRR (if calculable)? Is the risk-adjusted return attractive?Does the company have a thorough plan as to what it will do with our money? Is it sensible?Is the company raising the right amount of money?What financing risk exists in the business plan? How much additional money must they raise and how flexible (in amount and timing) can they be in raising it?FinancialsDoes the company have a realistic set of projections based on reasonable assumptions?Are the projections bottom-up (good) or top-down (not so good)?Does the company have good operating leverage?Are the margins attractive (absolutely and relative to competitors)?Has the company met, exceeded or fallen short of its previous budgets? Analyze variances.Assets and PropertyAre there any issues here?Customer ReferencesWrite up summary of reference calls.Do customer reference calls bear out claims management make about demand for their products/services?Are there any issues flagged by customers? Does management recognize and admit to (without prompting) these issues?Contracts and AgreementsReview all contracts with legal counsel and flag any issues, risks or omissions.Corporate DocumentsReview all corporate documents with legal counsel and flag any issues, risks or omissions.TaxesReview company tax situation and analyze effects on cash flow over next several years.InsuranceAssess adequacy of insurance coverage and analyze risk to investment thesis of any insurance gaps.And here’s the legal/financial due diligence checklist that would accompany it in the case of a full venture or strategic round:“Please furnish for our review copies of the following documents or indicate in writing on a copy of this list that none exist. In addition, please provide a written summary of each oral agreement or arrangement which is responsive to the requests set forth below. Any documents identified as originals will be returned to you promptly.Unless otherwise indicated, (i) all requests are for any matters which are currently existing and in effect or which occurred at any time since the Company’s incorporation but which are not now existing or in effect, and (ii) each request applies to all past and present direct or indirect subsidiaries (if any), and all predecessors, whether corporations, partnerships or joint ventures. For purposes of this request, all such entities are included in the term “Company.” Where there is no information responsive to the request, please so indicate by writing “N/A” or the equivalent in the margin.I. Corporate Records.Chart showing, or a narrative description of, the corporate, partnership, limited liability company structures (parents, all subsidiaries and other financially or legally related entities) and ownership (including the number of shares and/or percentage of ownership) of the Company.Copies of the certificates of incorporation, by-laws, partnership agreements, operating agreements and other similar organizational documents of the Company.Stock record books and copies of all stock certificates, including reverse sides, of the Company and affiliates.List of all subsidiaries and affiliates of the Company, if any.List of jurisdictions in which the Company is qualified or has applied for qualification to do business and evidence of such qualification or application.List of jurisdictions where the Company has substantial contacts (e.g., real or personal property owned or leased, employees, sales representatives, etc.).List of the Company’s current shareholders, the numbers of shares owned and the consideration paid for such shares.Warrants, stock options, agreements relating to any warrants or options to purchase securities, any convertible security and other rights to subscribe for or purchase securities.Schedule of all outstanding stock options and warrants, including name of individual, grant date, expiration date and exercise price, of the Company.Voting agreements, voting trusts, shareholder agreements or other similar arrangements with or among shareholders or equity owners of the Company.Stock purchase and repurchase agreements.Stock restriction agreements.Registration rights agreements.Minutes or other records of meetings of the Board of Directors, committees of the Board of Directors or shareholders of the Company.All materials distributed to members of the Board of Directors, committees of the Board of Directors or shareholders of the Company since incorporation or organization (or written consents in lieu of meetings).II. Employee Benefit Plans and Other Employment Matters.Employment, consulting, compensation or other agreements or arrangements to which any director, officer or employee of the Company is a party.Copies of any provisions of any contract or arrangement, pursuant to which any director or officer (or other applicable principals, partners or members) of the Company is insured or indemnified in any manner against liability.All documents relating to pension, deferred compensation, stock option (including SARs), profit sharing and any other similar plans of the Company, all IRS determination letters relating to the foregoing and the most recent actuarial report for any defined benefit pension plan for the Company.All other employee compensation, bonus, incentive, benefit (e.g., life or health insurance) or similar plans of the Company, including plan evaluation and actuarial evaluation reports.Any standard form employment agreements used by the Company as well as any agreements that deviate in any material respect from such standard forms, and all severance or special termination agreements with senior management of the Company.Information with respect to any pension benefit plan subject to Title IV of ERISA maintained by an entity other than the Company which is, or was within the past five years, in a single controlled group with the Company.All collective bargaining agreements to which the Company is a party or by which it is bound, including any side letters.Any policy manuals or materials with respect to trade or employment practices of the Company.Confidentiality, proprietary rights, and non-competition agreements (i) between the Company and any officer, director, employee, consultant, representative, supplier or customer or (ii) which the Company’s employees or consultants have entered into with a prior employer.Information as to employment arrangements and/or compensation plans where any benefits or rights are triggered by a change in control of the Company, including any so called “golden parachute” or similar arrangements.Information as to employment arrangements and/or severance plans where any benefits or rights are granted upon severance or termination of an employee, whether or not in connection with a change in control of the Company.Any contracts for consulting or management services.III. Regulatory MattersAll applications, filings, findings, reports, registration statements, correspondence, complaints, consent decrees, determinations, orders, etc., relating to federal regulatory agencies and all foreign, state and local agencies performing similar functions. Include all exhibits for all filings, unless duplicative of material requested elsewhere.IV. Properties, Assets, and Leases.List of all real property owned, leased (as lessee or lessor) or used by the Company including all documentation of ownership, leasehold interest, any encumbrances or restrictions against transfer on such property, and any title insurance policies or title searches.List of all intangible or intellectual property e.g., patents, trademarks, copyrights, trade names, trade secrets and customer lists owned, leased, licensed or used by the Company and any patent or trademark registrations or similar documents in any domestic or foreign jurisdiction. Please include any required permits, licenses, approvals, related regulatory reports, or agreements and any actual or threatened claims of infringement or misappropriation.List of all fixed assets, personal property and equipment owned, leased or used by the Company including all documentation of ownership, leasehold interest or any encumbrances or restrictions against transfer of such property.With respect to all of the properties and leases described in this Item IV, please identify any officers, Directors, shareholders or employees of the Company holding an interest in such properties or leases.V. Material Agreements and Financing Documents.Loan agreements, lines of credit, indentures, revolving credit agreements, note purchase agreements, notes, other evidence of indebtedness and all related documents concerning any debt financing.Venture capital financing documentsAny agreements in principle or otherwise with respect to mergers, acquisitions, divestitures or sales of material assets of the Company, whether or not consummated.Mortgages, security agreements, pledges and other evidence of liens or letters of credit securing any obligations of the Company.Corporate and personal guarantees of any obligations and powers of attorney executed in the Company’s name.Schedule and copies of all contracts, agreements, arrangements or understandings under which the Company (i) has any surviving representations or warranties or any ongoing obligation to indemnify, defend or hold harmless any party, (ii) is subject to any other material commitment, contingency or liability or (iii) which restrict in any manner the right of the Company to conduct its business or to compete with any partyList of bank accounts belonging to the Company and its affiliates.Correspondence and internal memoranda relating to any documents requested in this Item V.VI. Marketing, Sales and Operations.Licensing agreements (including inter-company).Patents, patent applications, trademarks, trademark applications and copyrights (domestic and foreign), service marks (domestic and foreign) and documents relating to know-how, trade secrets, and other proprietary information used by the Company.Promotional material, sales literature and other advertising documents distributed to potential customers.Agreements with any educational institutions or relating to the Company’s provision of private student loans.Joint venture, partnership and limited partnership agreements.Agency, commission, distribution, franchise or sales representative agreements.Governmental contracts, agreements or purchase orders.Agreements under the which the company is obligated to provide or purchase a material amount of goods or servicesAll other contracts (including executory contracts) material to the Company.VII. Accounting, Financial and Insurance Matters.2004 annual and 2005 year to date monthly financial statements (including balance sheet and income statement).All documentation relating to any transaction between the Company and any director and officer including any loans or similar arrangement.Budgets, fiscal projections and strategic plans, together with a review of or comparison with actual results, if available.Summary of federal, state, local and foreign income tax status, including consents and agreements with any tax authority or any pending or threatened disputes concerning tax matters and all audit papers and communications between the Company and the Internal Revenue Service.Any documents relating to liabilities and obligations, including material contingent liabilities, write-downs or write-offs of notes or accounts receivable, incurred otherwise than in the ordinary course of business since formation.Copies of all insurance policies and a history of insurance claims, with details of any pending claims or incidents which may arise in claims.VIII. Legal Proceedings.List and description of all material litigation, administrative proceedings, arbitration proceedings, investigations, claims or disputes (including pending or threatened litigation or claims) involving the Company or any principal shareholder, officer, director, principal, partner or member of the Company as a plaintiff or defendant.All consent decrees, judgments, other decrees or orders, settlement agreements, injunctions or similar matters (continuing or contingent) to which the Company is a party or involving any person in his capacity as a shareholder, officer, director principal, partner, member or employee of the Company.Documentation with respect to any pending or threatened disputes with any governmental agency to which the Company is or may become a party.All correspondence dealing with actual or alleged infringement of patents, trademarks and copyrights.Any waivers or agreements canceling claims or rights of substantial value other than in ordinary course of business.IX. All other materials and documents involving the Company, not otherwise covered by the foregoing items, which, in your judgment, may be material to the business of the Company or which should be reviewed in making disclosures regarding the business and financial condition of the Company.”

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.