Contract analysis
Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.
Contract analysis / preliminary-due-diligence-request-list.docx
preliminary-due-diligence-request-list.docx
High · 5
Medium · 3
Standard · 2
I. CORPORATE ORGANIZATION AND GOVERNANCE
High
⚑ Indemnity / guarantee obligation
I. CORPORATE ORGANIZATION AND GOVERNANCE A. Formation and Organizational Documents Request No. 1. Certificates of incorporation, articles of association, memorandum of association, and any equivalent formation or constitutional documents for Cloudium Technologies plc and each of its subsidiaries, including all amendments, restatements, certificates of amendment, resolutions altering share capital, and any other modif
II. MATERIAL CONTRACTS
High
⚑ Non-compete / exclusivity restraint
II. MATERIAL CONTRACTS A. Customer Contracts Request No. 21. Copies of all customer contracts, master services agreements, master SaaS agreements, subscription agreements, enterprise license agreements, and other revenue-generating agreements representing annual revenue or annual recurring revenue ("ARR") in excess of $5,000,000. This request specifically includes, without limitation, the Master SaaS Agreement with A
III. LITIGATION AND DISPUTES
Medium
⚑ Forum / governing law
III. LITIGATION AND DISPUTES Request No. 42. A comprehensive schedule of all pending or threatened litigation, arbitration, mediation, administrative proceedings, or other dispute resolution proceedings involving the Company or any subsidiary as a plaintiff, defendant, claimant, respondent, petitioner, or intervenor, including for each such matter: (a) the case name and docket or case number; (b) the court, tribunal,
IV. INTELLECTUAL PROPERTY
Medium
⚑ Confidentiality undertaking
IV. INTELLECTUAL PROPERTY Request No. 49. A comprehensive schedule of all intellectual property owned by the Company or any subsidiary, including: (a) all patents and patent applications (utility, design, and provisional), including patent number or application number, title, jurisdiction, filing date, issue date, and expiration date; (b) all registered trademarks, service marks, and trademark and service mark applic
V. FINANCIAL
High
⚑ Penalty / liquidated damages
V. FINANCIAL A. Audited and Unaudited Financial Statements Request No. 57. Copies of the audited consolidated financial statements of Cloudium Technologies plc for the three most recent fiscal years (i.e., for the fiscal years ended September 30, 2021, September 30, 2022, and September 30, 2023), including in each case the consolidated balance sheet, consolidated statement of operations, consolidated statement of com
VI. TAX
Standard
⚑ Commercial term
VI. TAX Request No. 74. Federal, state, local, and foreign income tax returns (or comprehensive summaries thereof) for Cloudium Technologies plc and each subsidiary for the prior three fiscal years. The US Employer Identification Number (EIN) for Cloudium Technologies plc is 83-2196754. For reference, the Solara Fund VI EIN is 87-4523190. This request covers all tax returns filed with Her Majesty's Revenue & Customs
VII. REGULATORY AND COMPLIANCE
VII. REGULATORY AND COMPLIANCE Request No. 84. A list of all governmental and regulatory permits, licenses, authorizations, registrations, certifications, and approvals held by the Company or any subsidiary, including without limitation: (a) FedRAMP authorization status (and any FedRAMP Provisional Authority to Operate (P-ATO) or Agency Authority to Operate (ATO)); (b) UK regulatory registrations; (c) Indian regulato
VIII. EMPLOYEES AND LABOR
High
⚑ Unilateral / for-convenience termination
VIII. EMPLOYEES AND LABOR Request No. 91. A detailed headcount schedule showing the total number of employees of the Company and each subsidiary, broken down by location, function, and employment status (full-time, part-time, temporary). The Company's total headcount is understood to be approximately 6,800 employees globally, with significant employee populations in the following locations: (a) United States — San Fr
IX. EMPLOYEE BENEFITS AND COMPENSATION
IX. EMPLOYEE BENEFITS AND COMPENSATION Request No. 102. A summary of all employee benefit plans maintained by the Company or any subsidiary for the benefit of employees in each jurisdiction, including without limitation: (a) United States: health, dental, vision, life insurance, short-term disability, long-term disability, 401(k) or other defined-contribution retirement plans, pension or other defined-benefit plans,
X. REAL ESTATE
Medium
⚑ Assignment / subcontracting
X. REAL ESTATE Request No. 109. A schedule of all real property owned (whether in fee simple, leasehold, or otherwise) by the Company or any subsidiary, including for each property: (a) the street address and legal description; (b) the jurisdiction; (c) the approximate square footage and acreage; (d) the current use; and (e) any encumbrances, liens, easements, or restrictions of record. Request No. 110. A schedule of
XI. INSURANCE
Standard
⚑ Commercial term
XI. INSURANCE Request No. 114. A schedule of all insurance policies currently in force for the Company and its subsidiaries, including for each policy: (a) the type of coverage (property, general liability, professional liability / errors and omissions, cyber and technology E&O, directors and officers ("D&O"), employment practices liability ("EPL"), workers' compensation, key-person life insurance, product liability,
XII. ENVIRONMENTAL
High
⚑ Penalty / liquidated damages
XII. ENVIRONMENTAL Request No. 120. A list of all environmental permits, licenses, and registrations held by the Company or any subsidiary, including any permits relating to air emissions, water discharges, waste disposal, or hazardous materials handling. Request No. 121. Copies of all environmental audits, assessments, Phase I environmental site assessments, Phase II environmental site assessments, and remediation r
XIII. INFORMATION TECHNOLOGY AND SYSTEMS
XIII. INFORMATION TECHNOLOGY AND SYSTEMS Request No. 126. A description of the Company's information technology infrastructure, including: (a) a diagram or narrative description of the Company's network architecture; (b) identification of all cloud hosting providers and the services utilized; (c) identification of all data center locations (own