Form For Disclosure To Parents Of Dependent Students And Consent Form For Disclosure: Fill & Download for Free

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.”

CONFIDENTIALITYOctober 16, 2015 by: Content TeamAs a legal term, confidentiality refers to a duty of an individual to refrain from sharing confidential information with others, except with the express consent of the other party. There are rules and regulations which place restrictions on the circumstances in which a professional, such as a doctor or attorney, may divulge information about a client or patient, and other situations may be deemed confidential by the use of a contract. To explore this concept, consider the following confidentiality definition.Definition of ConfidentialityNounSomething told in confidence, or in secretThe state of knowledge being held in confidenceThe state of trusting another individual with private affairs or secretsOrigin1645-1655 Latin confīdentiWhat is ConfidentialityConfidentiality is the keeping of another person or entity’s information private. Certain professionals are required by law to keep information shared by a client or patient private, without disclosing the information, even to law enforcement, except under certain specific circumstances. The principle of confidentiality is most commonly expected in the medical field, and the legal field.Other businesses have a right to expect employees or other business associates to maintain confidentiality. This type of discretion is not automatically assumed, but requires an express agreement between the parties that such information will be kept secret, usually in the form of a signed confidentiality agreement.Attorney-Client ConfidentialityWhen an individual consults with an attorney, the law requires the information to be held “in confidence,” meaning that the attorney, and his staff, may not discuss the information with anyone else, except with the express consent of the client. This mandated confidentiality, referred to as the “attorney-client privilege,” enables individuals to speak candidly and openly when consulting with a lawyer, without fear of negative consequences that may come with making information known. Attorney-client privilege applies in any type of matter, whether civil, business, or criminal. In the event an attorney breaks the expected attorney-client confidentiality, he may be subject to serious civil penalties, as well as disciplinary action by the bar association.Exceptions to Attorney-Client ConfidentialityWhile rare, certain circumstances may exist in which an attorney may divulge information given in confidence to law enforcement or other officials. This is the case if the attorney believes that his client poses a danger to another person, or that the client is poised to cause serious financial injury to another. Disclosure of this type of information is not mandatory in most jurisdictions, but left to the discretion of the attorney. Most attorneys take the attorney-client privilege very seriously, and do not disclose any confidential information, though they may attempt to convince the client to alter his conduct to stay within the bounds of the law.In a criminal case, an attorney must keep all information divulged by his client, even if it has to do with crimes previously committed, confidential. Again, this enables the client to speak candidly to his attorney, giving him all information that may be necessary to defend his case, without fear of incriminating himself in the legal system.For example:John has been arrested and charged with the murder of his girlfriend, who was beaten severely and left to die. While meeting with his attorney, John discloses the fact that he had murdered his previous wife seven years ago, and hid the body. As shocking as this revelation may be to the attorney, he cannot divulge the information to the police or anyone else.Patient ConfidentialityConfidentiality is an integral part of caring for people in the mental health and medical fields. Doctors and all healthcare providing facilities and staff are required by law to maintain the confidentiality of patients. While confidentiality in the medical field dates back to the Hippocratic Oath, laws governing this principle have become more strict in recent decades.Each state has laws governing the release of medical information, however the federal government addressed the issue, mandating the strict protection of patient information, with the Health Insurance Portability and Accountability Act of 1996 (HIPAA). HIPAA sets national standards for the protection of individuals’ health information, and requires notification of patients in the event a breach of confidential, electronically-maintained, health information occurs.Waiving Patient ConfidentialityPatients may waive the confidentiality of their medical records by giving written permission for a medical provider to share that information with a specified person or entity. This type of waiver is required even for a doctor to provide the patient’s information to a specialist or other medical provider. Parents may sign a patient confidentiality waiver to allow their children’s medical records to be shared with another medical provider or other entity, such as a sports program or school. In a situation in which a patient has been legally declared incompetent, medical professionals are allowed to discuss the patient’s condition and medical care with the next of kin or legal guardian.In some instances, medical professionals find themselves in a difficult position, as patient privacy is extremely important, but sharing a patient’s information with other medical providers may be necessary to ensure a continuity of care.A 1977 ruling by the U.S. Supreme Court (Whalen v. Roe, 429 U.S. 589 (1977) ) expressed the opinion that:“… some individuals’ concern for their own privacy may lead them to avoid or to postpone needed medical attention. Nevertheless, disclosures of private medical information to doctors, to hospital personnel, to insurance companies, and to public health agencies are often an essential part of modern medical practice…”Mandatory Reporting and Patient ConfidentialityIn certain specific situations in the medical and mental health fields, medical professionals are required to report to an agency. These situations are those in which a patient poses a risk to himself or to others. For instance, certain communicable diseases must be reported to the local health department, or even to the national Centers for Disease Control and Prevention. Medical and mental health professionals are also required to report to law enforcement authorities if they have a reasonable belief that a patient may harm himself, another person, or poses a risk to the general public.For example:In 1967, a foreign student at the University of California Berkley, Prosenjit Poddar, became depressed when his love for another student was rebuffed. Poddar became obsessed with the girl, and began stalking her. After two years of this behavior, Poddar sought the help of a psychologist, and he confided to his therapist that he had plans to kill the girl. The psychologist called campus police and asked them to detain Poddar, based on his professional opinion that the young man suffered from paranoid schizophrenia, and that he posed a danger to the young woman who had rebuffed him.After being detained, Poddar appeared to be rational to law enforcement authorities, and the psychologist’s supervisor, Dr. Harvey Pwelson, ordered his release. The girl and her family were never notified of the potential threat to their safety. A few months later, Poddar carried out the plan he had divulged to his therapist, stabbing the young woman to death. The young woman’s parents sued Poddar’s psychologist, among others, for failing to advise their daughter of the danger.The California Supreme Court eventually heard the case, and ruled that mental health professionals have a duty, not only to patients, but to other people who may be threatened by a patient. Of this important decision, Justice Mathew O. Tobriner said:“The public policy favoring protection of the confidential character of patient-psychotherapist communications must yield to the extent to which disclosure is essential to avert danger to others. The protective privilege ends where the public peril begins.”Medical professionals are also required to report any suspected child abuse. Some states require the reporting of elder abuse, spousal abuse, and domestic abuse as well.Confidentiality AgreementA confidentiality agreement, sometimes referred to as a “non-disclosure agreement,” or “NDA,” is a legal contract that outlines the information that one party wishes to share with another, but for which he wishes to restrict disclosure to other parties. In simple terms, a confidentiality agreement is made when a person wishes to confide in another party, but wants to prevent that party from disclosing the information to others.Confidentiality agreements are most commonly used in business relationships. Confidential information in a business setting may include trade secrets, employment specifics, or other information. Confidentiality agreements may be made unilaterally or bilaterally, which means:Unilateral agreement – used when one party, such as an employer, desires to keep its information private after disclosing it to a person or business.Bilateral agreement – used when both parties entering into a business relationship intend for the information shared between them to be kept secret from all others.The contents of confidentiality agreements vary depending on the situation, but in general, they all contain certain basic elements:An explanation of the purpose of the agreementA definition of the information to be kept confidentialA promise by one or both parties to never disclose the information, or to not disclose the information until a specified time limit or condition has been metWhether there are limits on the information that is deemed confidentialOnce the parties enter into a confidentiality agreement, they are bound by law to follow the provisions of the contract. If a party bound by a confidentiality agreement breaches the agreement, it may be subject to serious legal consequences, as the other party may file a civil lawsuit. Confidentiality agreements can be complicated, and they are legally binding. It is a good idea to consult an experienced attorney during the process.Breach of ConfidentialityBreach of confidentiality is a common law tort, which means it can be brought as a civil lawsuit against the individual who breached the agreement. Penalties that may be handed down include monetary damages, which could be quite substantial, depending on the damage done by the breach, as well as an injunction ordering the individual to stop disclosing protected information.If a breach of confidentiality occurs regarding medical or legal information, the breaching individual may be subject to penalties by his employer, or by the board that issued his professional license.Hospital’s Breach of Confidentiality of Doctor with AIDSIn June 1987, William Behringer was diagnosed with pneumocystis pneumonia, and Acquired Immunodeficiency Syndrome (AIDS) at the Medical Center at Princeton. Behringer, who was a surgeon at the Medical Center, immediately began receiving phone calls from fellow staff members who expressed their care and concern, as well as a knowledge of the fact that he suffered from AIDS. Soon, Behringer began receiving calls from friends within the community, and then from patients. Within a few weeks, the hospital had suspended Behringer’s privileges at the Medical Center, curbing his ability to treat patients.Behringer filed a civil lawsuit against the Medical Center at Princeton for breach of confidentiality, claiming that the employees at the hospital had a duty to maintain confidentiality regarding his medical condition and test results, and that this duty had been breached. Behringer passed away in 1989, before his case was heard, though the Superior Court of New Jersey heard the case anyway in 1991.The court ruled that, although the hospital administration rightfully suspended the plaintiff’s surgical privileges according to their policy of protecting patients from the risk of infection by an HIV-positive surgeon, it also violated Behringer’s right to confidentiality by failing to take precautions to keep his test results and medical records private. The court awarded monetary damages to the estate of William Behringer for the hospital’s breach of confidentiality.Related Legal Terms and IssuesAttorney-Client Privilege – The legal requirement that an attorney may not reveal any communications with a client, enabling the client to speak freely and honestly with his or her attorney.Civil Lawsuit – A lawsuit brought about in court when one person claims to have suffered a loss due to the actions of another person.Contract – An agreement between two or more parties in which a promise is made to do or provide something in return for a valuable benefit.Injunction – A court order preventing an individual or entity from beginning or continuing an action.Jurisdiction – The legal authority to hear legal cases and make judgments; the geographical region of authority to enforce justice.Liable – Responsible by law; to be held legally answerable for an act or omission.Monetary Damages – Money ordered by the court to be paid to an individual or entity as compensation for injury or loss caused by the wrongful conduct of another party.Plaintiff – A person who brings a legal action against another person or entity, such as in a civil lawsuit, or criminal proceedings.