See an extract (PDF)

This contract form applies in the context of the acquisition of a business (through the purchase of shares or otherwise) in which the vendor and the purchaser have agreed that the latter will carry out a due diligence review of the company in question. This contract form provides a well-defined framework for the due diligence process. Here is the Table of Contents:

• IDENTIFICATION OF THE PARTIES
• PREAMBULE
• OBJECT

• Due Diligence Review of the Company
• Object of the Due Diligence Review
• Allocation of the Purchase Price

• CONSIDERATION

• Compliance with Agreements Between the Parties
• Compliance with Company Policies
• Allocation of the Purchase Price

• SPECIFIC PROVISIONS

• Representatives of the Parties
• Electronic Communications
• Representatives Designated by the Purchaser
• Undertakings Prior to the Due Diligence
• Due Diligence Checklist
• Information Contemplated in the Due Diligence Review
• Information Excluded from the Due Diligence Review
• Purpose of the Due Diligence Review
• Consequences of the Due Diligence Review
• Conduct of the Due Diligence Review
• Location of Due Diligence Review
• Persons Who May be Questioned by the Purchaser
• Credit Reports
• Cooperation of the Vendor and the Company
• Use of the Information Obtained
• Purchaser's Obligations
• Vendor's Obligations
• Purchaser's Representations and Warranties
• Vendor's Representations and Warranties
• Start of the Due Diligence Review
• Duration of the Due Diligence Review
• End of the Due Diligence Review
• Renunciation of the Right to Perform a Due Diligence Review
• No Final Transaction
• Professional Fees Relating to the Due Diligence
• Professional Fees Relating to this Agreement

• GENERAL PROVISIONS

• "Force majeure"
• Severability
• Notices
• Headings
• Schedules
• No Waiver
• Cumulative Rights
• Entire Agreement
• Amendments
• Number and Gender
• No Right to Transfer
• Calculating Time Periods
• Currency
• Governing Law
• Election of Domicile
• Counterparts
• Successors
• Joint and Several Liability
• Elapsed Time
• Language

• EFFECTIVE DATE
• TERMINATION
• ACKNOWLEDGEMENT BY THE PARTIES
• SIGNATURE OF THE PARTIES
• INTERVENTION OF THE COMPANY
• SCHEDULE: DUE DILIGENCE CHECKLIST (not included - see the Jurifax Due Diligence Checklist Form)
• SCHEDULE: PURCHASER'S REPRESENTATIVES
• SCHEDULE: PERSONS WHO MAY BE QUESTIONED BY THE PURCHASER

This Jurifax product:

• comes with a user guide;
• may be downloaded right after the online approval of the credit card transaction, by clicking on the "Download Now" red button;
• is compressed in .zip format in order to facilitate its download and may be decompressed with WinZip shareware;
• is in Word for Windows.

By ordering this Jurifax product, you accept the terms and conditions of the Agreement with Jurifax.

All prices are in U.S. dollars.

1162EUS$89.99