Disclosure Schedules Template

This Disclosure Schedules document (“Schedules”) is attached to and made part of the [Merger Agreement / Stock Purchase Agreement / Asset Purchase Agreement] (the “Agreement”), dated [Date], by and between:

Party A: [Full Legal Name, Address]
Party B: [Full Legal Name, Address]

Capitalized terms not defined in these Schedules have the meanings set forth in the Agreement.

1. Organization and Good Standing

[List any exceptions to representations about legal formation, qualification, and good standing.]

2. Subsidiaries and Affiliates

[List all subsidiaries, joint ventures, or affiliates not already disclosed in the Agreement.]

3. Financial Statements

[Disclose any qualifications, restatements, or material issues in financial statements.]

4. Contracts and Commitments

[List material contracts, leases, purchase orders, and obligations; note exceptions or unusual terms.]

5. Intellectual Property

[List patents, trademarks, copyrights, domain names, software, licenses, and related exceptions.]

6. Litigation and Claims

[List all pending, threatened, or past material claims, suits, investigations, or disputes.]

7. Environmental Matters

[Disclose any known violations, audits, or obligations relating to environmental compliance.]

8. Employee and Benefit Plans

[List employees, compensation arrangements, benefit plans, union matters, or disputes.]

9. Indebtedness and Liabilities

[List outstanding loans, credit agreements, guarantees, liens, or security interests.]

10. Taxes

[List pending audits, unpaid taxes, or material tax positions.]

11. Real and Personal Property

[Identify real estate, leases, and material personal property owned or leased.]

12. Other Exceptions

[Any other disclosures required under the Agreement’s representations and warranties.]

Certification:
The undersigned certify that the disclosures above are true, complete, and correct as of the Effective Date of the Agreement.

Party A Representative:
Name: __________________
Title: __________________
Signature: ______________
Date: __________________

Party B Representative:
Name: __________________
Title: __________________
Signature: ______________
Date: __________________