Venture Investing:

Due Diligence

Sample Due Diligence Request List

By Venture Planning Associates. Prepared for San Diego Regional Technology Alliance Conference. Used by permission.

MEMORANDUM FOR XYZ.COM

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VI.       PROPRIETARY RIGHTS

1. General

   1. List and details of any material intellectual property rights registered or for which applications for registration have been, including, patents, licenses, trademarks, trade names, domain names, copyrights and other intellectual property rights (including technology transfers)

   2. Particulars of any license, royalty and other intellectual property agreements (where the Company, any subsidiary or any joint venture involving the Company or any of its subsidiaries is licensor or licensee)

   3. List and description of any pending or threatened claims for infringement or other violations of proprietary rights owned or used in the business of the Company, any subsidiary or any joint venture involving the Company or any of its subsidiaries, including any challenges as to the validity, subsistence or ownership of such rights

   4. List and description of any suspected or alleged infringement by third parties of intellectual property rights owned by the Company, any subsidiary or any joint venture involving the Company or any of its subsidiaries, or used in their business

   5. Arrangements for the disclosure of confidential information (which includes technical and commercial information and know-how which is not in the public domain) either by or to the Company, any subsidiary or any joint venture involving the Company or any of its subsidiaries

   6. Details of any agreements with employees and consultants regarding their use of the confidential information of the Company, any subsidiary or any joint venture involving the Company or any of its subsidiaries

   7. Agreements, policies or other arrangements relating to proprietary rights of employees in products of the Company, any subsidiary or any joint venture involving the Company or any of its subsidiaries (including royalty or other fee arrangements)

VII.      PLANT, PROPERTY AND EQUIPMENT

1. Real Property

   1. Description, location and character of all real property owned

   2. Material deeds, surveys and other real property title documents

   3. List of any material real property mortgages which are not disclosed in most recent financial statements

   4. List of all leased real property, including descriptions, terms of leases, sale and leaseback arrangements, options, annual costs, etc.

   5. Reporting letters and opinions regarding the acquisition of any material real property

   6. List of title insurance policies

2.  Personal Property

   1. Description, location and character of all personal property owned

   2. List of all material leased personal property, including descriptions, terms of leases, options, annual costs, etc.

3. Miscellaneous

1. Description of facilities and plant, including listing of all material fixed assets and accumulated depreciation

2. Any available appraisals

VIII.     INSURANCE

1. List and description of all material property, casualty, liability and other insurance policies

2. Any directors' and officers' liability insurance policies

3. Description of present reserves for, and all potential claims with respect to, any self-insurance

4. History of all insured claims including paid, reserved, and related expense amounts (first dollar loss run)

5. Loss runs for workers' compensation and general liability

6. Loss history for any self-insurance (first dollar loss run)

7. Loss prevention/control recommendations made by insurers, brokers or consultants

 IX.       SALES/MARKETING

1. Description of the markets in which the Company, its subsidiaries or any joint venture involving the Company or any of its subsidiaries operate, identifying the type of customers and the size of the overall market (by value)

2. Identify any customers which account for more than 1% of annual sales of the Company, its subsidiaries or any joint venture involving the Company or any of its subsidiaries or, if there are more than ten such customers, the ten largest customers

   1. The quarterly totals of sales

   2. Details of current sales order statistics available to management

   3. Sales comparison with the industry

   4. Copies of standard sales correspondence, returns and allowance material together with samples of all forms of purchase orders, invoices, warranty agreements, guarantees, etc

   5. Details of pricing policies and fluctuations

   6. Copies of all printed price lists

   7. Identification of principal competitors, a description of the basis of competition and the strength and weaknesses of the principal competitors

   8. Indication of the relative size of the Company, its subsidiaries or any joint venture involving the Company or any of its subsidiaries within the industry.  Details of trade associations relating to the business and any company memberships

   9. Details of current advertising program (including copies of all promotional or other material used or capable of use in connection with the business) and the cost of the same and any other promotion programs

   10. Details of sales policies and methods of remuneration of sales personnel

   11. The policy on giving express product warranties and rights to customers to refunds, exchanges or credits following a purchase and the value of refunds, exchanges or credits given and warranty claims

   12. List the 10 largest suppliers

   13. Current research and development plans and budgets

   14. Correspondence and other documents relating to negotiations with competitors of the Company

   15. Consultants', engineers' or management reports and marketing studies relating to broad aspects of the business, operations or products

 X.         MISCELLANEOUS

1. Press releases

2. Listing and description of subsidiaries, joint ventures, partnerships, etc.

3. Description of any future acquisition or disposition plans

4. Description of any future restructuring plans

5. Description of Company's information management system, including any future changes planned.

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