Due Diligence Contract Agreement Template

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Due Diligence Contract

 

This contract ("Contract") is made and entered into as of the date of the last signature below by and between Company A with a mailing address of _____________________________ (“Company A”) and Company B with a mailing address of _____________________________ (“Company B”).

 

This Due Diligence Contract (the "Contract") is made and entered into on the date set forth above by and between [Name of Company], a [State of Incorporation] corporation, with its principal place of business located at [Address of Company], and [Name of Due Diligence Firm], a [State of Incorporation] corporation, with its principal place of business located at [Address of Due Diligence Firm].

 

WHEREAS, [Name of Company] desires to engage [Name of Due Diligence Firm] to perform due diligence services in connection with [Purpose of Due Diligence];

 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

  1. Services

[Name of Due Diligence Firm] shall perform the due diligence services set forth in Exhibit A (the "Services"). [Name of Due Diligence Firm] shall use reasonable efforts to perform the Services in a timely and professional manner.

 

  1. Payment

[Name of Company] shall pay [Name of Due Diligence Firm] the fees set forth in Exhibit A for the Services. [Name of Due Diligence Firm] shall submit invoices to [Name of Company] on a monthly basis for the Services rendered during the prior month.

 

 

  1. Company A hereby retains Company B to conduct a legal and financial due diligence investigation (the "Investigation") of the business and affairs of Target Company, as defined below. The Investigation will be limited to information that is reasonably available to Company B. Company B's investigation will be conducted in accordance with the terms and conditions set forth in this Contract.

 

  1. (a) "Target Company" means _____________________________, a _____________________________ organized and existing under the laws of the _____________________________ with its principal place of business located at _____________________________. (b) "Affiliates" means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with such Person. For purposes of this definition, the term "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with") means the power to direct or cause the direction of the management, policies or operations of a Person, whether through the ownership of voting securities, by contract or otherwise.

 

  1. Company B recognizes that the Investigation will involve the review of highly confidential information of Target Company. Company B agrees to hold in strictest confidence and not to disclose to any Person, except as may be authorized in writing by Target Company, any information or documents reviewed or obtained in connection with the Investigation. Company B further agrees that it will not use for its own benefit, or the benefit of any other Person, any such information or documents.

 

  1. No Warranty. COMPANY B MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION OR DOCUMENTS REVIEWED OR OBTAINED IN CONNECTION WITH THE INVESTIGATION.

 

  1. Target Company hereby releases and discharges Company B, its officers, directors, employees, agents and Affiliates from any and all claims, liabilities and damages arising out of or in any way connected with the Investigation and the performance of services pursuant to this Contract.

 

  1. Ownership of Work Product

[Name of Company] shall own all right, title, and interest in and to the work product created by [Name of Due Diligence Firm] in connection with the Services (the "Work Product"). [Name of Due Diligence Firm] shall assign to [Name of Company] all right, title, and interest in and to the Work Product, including any intellectual property rights.

 

 

 

  1. Entire Agreement. This Contract constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.

 

  1. Amendment and Waiver. Any amendments or modifications to this Due Diligence Contract must be in writing and signed by all parties. Any waiver of any provision of this Contract must also be in writing and signed by the party waiving the provision. No failure or delay in exercising any right, remedy, power, or privilege under this Contract shall be construed as a waiver of such right, remedy, power, or privilege. Furthermore, no single or partial exercise of any right, remedy, power, or privilege shall preclude any further exercise of such right, remedy, power, or privilege or the exercise of any other right, remedy, power, or privilege.
  2. If any provision of this Contract is invalid, illegal or unenforceable in any jurisdiction, such provision shall be ineffective to the extent of such invalidity, illegality or unenforceability without rendering invalid, illegal or unenforceable the remaining provisions hereof in that jurisdiction or affecting the validity, legality or enforceability of such provision in any other jurisdiction.

 

  1. Applicable Law. This Contract shall be governed by and construed in accordance with the substantive laws of the _____________________________, without regard to its conflicts of law principles.

 

  1. This Contract may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [Signature Page Follows]

 

IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed as of the date first set forth above.

 

COMPANY A

 

By: _____________________________

Name: _____________________________

Title: _____________________________

 

COMPANY B

 

By: _____________________________

Name: _____________________________

Title: _____________________________