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Disclosure Schedules
Clearly document exceptions and details to representations with this Disclosure Schedules template.
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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: __________________
Details
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Disclosure Schedules
DISCLOSURE SCHEDULES FAQ
What are Disclosure Schedules?
Disclosure Schedules are attachments to a primary contract, such as a merger or purchase agreement, that provide detailed information or exceptions to the representations and warranties made in the agreement. They clarify exactly what each party is disclosing and help prevent future claims of misrepresentation.
Why are Disclosure Schedules important?
They provide transparency and protect both buyer and seller. Buyers get a clearer picture of the business they’re acquiring, while sellers limit liability by explicitly noting exceptions (e.g., pending litigation, contract restrictions, or IP issues). This reduces the risk of post-closing disputes.
When should you use Disclosure Schedules?
Use Disclosure Schedules whenever executing a significant transaction—especially mergers, acquisitions, equity financings, or major asset sales. They are required to finalize deals where extensive representations and warranties are made.
What should Disclosure Schedules include?
They typically include lists of contracts, intellectual property, litigation, environmental issues, indebtedness, employee matters, and other material facts. The specific content depends on what the main agreement requires the disclosing party to provide.
Are Disclosure Schedules negotiated?
Yes. While the main agreement sets the framework, the schedules are often heavily negotiated because they detail sensitive information and define the scope of liability. Accuracy and completeness are critical to avoid breaches.
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