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Founder M&A Seller Disclosure Schedules Master

Matter Completion Sheet — Not Part of the Schedules

DISCLOSURE SCHEDULES

These Disclosure Schedules are delivered by [TARGET COMPANY] (the “Company”) and [THE SELLERS, IF APPLICABLE] under [ACQUISITION AGREEMENT] dated [DATE] among [PARTIES] (the “Agreement”). Capitalized terms not defined here have the meanings in the Agreement. These Schedules speak as of [SIGNING DATE] and, if expressly required, as of [CLOSING DATE].

1. General Instructions and Rules

1.1 Purpose

Each Schedule identifies an exception to, or information required by, the correspondingly numbered provision of the Agreement. The Schedules must be read with the Agreement. They do not expand a representation, warranty, covenant, or remedy; create a new one; admit materiality, liability, violation, or wrongdoing; or waive privilege.

1.2 Cross-disclosure

A disclosure in one Schedule qualifies another provision only to the extent its relevance to that other provision is reasonably apparent on the face of the disclosure without independent investigation. [[SELECT: No general cross-disclosure applies / the following specifically identified schedules cross-qualify: LIST.]] A document name, data-room reference, or broad subject label alone is not a reasonably apparent disclosure.

1.3 Materiality and thresholds

Including an item does not imply that it is material, meets a contractual threshold, falls outside the ordinary course, creates a Material Adverse Effect, or must be disclosed outside the Agreement. Omitting an item below an express threshold is not a breach solely because a related item is disclosed elsewhere. Dollar, time, and category thresholds must match the Agreement exactly.

1.4 Knowledge and attribution

A disclosure does not expand the persons or inquiry included in Knowledge. Information known to a Buyer, data-room reviewer, customer, vendor, insurer, or regulator is not deemed disclosed unless the Agreement expressly provides otherwise and the relevant fact appears here. Disclosures by one Seller do not automatically bind another Seller unless the Agreement states so.

1.5 Documents and data-room references

A document is incorporated only if the schedule identifies its exact title, parties, date, amendment status, and stable data-room path or identifier and states the relevant provision or fact. The final data-room index should be attached separately. Do not incorporate an entire data room, category, mailbox, or search result. If a contract has oral terms, side letters, statements of work, amendments, or course-of-performance qualifications, disclose them separately.

1.6 Redactions confidentiality and privilege

Personal, security-sensitive, export-controlled, competitively sensitive, and legally restricted information may be redacted or provided through an approved clean room if the Agreement allows and the omission does not make the disclosure misleading. Privileged material should not be described in a manner that waives privilege; provide a nonprivileged subject description and log where appropriate. Never place access credentials, full payment-card data, complete bank numbers, secrets, or live authentication data in the Schedules.

1.7 Updates

No supplement cures a signing-date breach, affects a Closing condition, or changes indemnity unless the Agreement expressly says so. Each supplement must be dated, identify the changed schedule and source, state whether it reflects a new event or correction, and obtain the approval required by the Agreement. Maintain a redline and change log.

1.8 Drafting an exception

Every narrative exception should state: the relevant party or asset; event or obligation; governing document or law; date and duration; amount or exposure if known; current status; counterparty or authority; notice, consent, cure, or Closing action; data-room source; and responsible owner. If information is unknown, say so and identify the open diligence step rather than guessing.

2. Organization Subsidiaries and Qualifications

Schedule 2.1 Organization and Good Standing

Schedule 2.2 Subsidiaries and Other Interests

List every direct and indirect subsidiary, joint venture, partnership, nominee, dormant entity, foreign branch, and equity or profit interest. State capitalization, ownership, governing documents, liens, minority rights, obligations to contribute, and dissolution status.

3. Authority Conflicts Consents and Capitalization

Schedule 3.1 Authority and Required Approvals

Schedule 3.2 Conflicts Consents and Notices

Schedule 3.3 Capitalization

Separately list reserved shares, treasury shares, promised grants, phantom rights, side letters, 409A valuations, transfer history, lost certificates, unexercised rights, accrued dividends, preemptive rights, registration rights, ROFR/co-sale, drag-along, voting agreements, warrants, SAFEs, notes, and any discrepancy among the ledger, cap table, tax records, and governing documents.

4. Financial Statements Liabilities and Changes

Schedule 4.1 Financial Statements and Accounting Exceptions

Identify each financial statement, accounting basis, auditor or preparer, period, audit or review status, consolidation, material adjustment, departure, restatement, management letter, control weakness, and reconciling item.

Schedule 4.2 Undisclosed Liabilities Debt and Transaction Expenses

Schedule 4.3 Receivables Inventory and Working Capital

Disclose aging, reserves, disputed or related-party receivables, credits, refunds, chargebacks, deferred revenue, customer deposits, obsolete inventory, consignment, title, location, cutoff, seasonality, and nonordinary-course collection or payment. Reconcile each item to the purchase-price definitions and sample calculation.

Schedule 4.4 Absence of Changes

List each event since the stated date that falls within the Agreement’s specified-change categories. State date, amount, parties, approval, ordinary-course rationale, effect, and source. Do not answer only “none except ordinary course” unless the representation permits it.

5. Material Contracts Customers and Suppliers

Schedule 5.1 Material Contracts

Include contracts meeting every negotiated category and threshold: top customers and suppliers; debt; real estate; IP and software; cloud, data, privacy, security, and AI; distribution, reseller, referral, exclusivity, MFN, noncompetition, requirements, and minimum purchase; government; settlement; acquisition; warranty; indemnity; related-party; employment; change-in-control; and unusual termination rights.

Schedule 5.2 Customers Suppliers and Revenue Quality

List concentration, termination or nonrenewal notices, material reductions, pricing concessions, side letters, refund and credit rights, service-level failures, churn, backlog, usage, channel dependencies, reseller arrangements, and methodology for ARR, ACV, bookings, pipeline, and other metrics. Identify which metrics are historical facts and which are forecasts.

6. Assets Real Estate and Insurance

Schedule 6.1 Assets and Shared or Founder Owned Property

List material assets not owned or leased by the Company, founder or Affiliate property used in operations, shared systems or facilities, idle or damaged assets, consignment, bailment, title exceptions, liens, and assets required for continuity after Closing.

Schedule 6.2 Real Property

Schedule 6.3 Insurance

List carrier, policy, period, limits, deductibles, retention, insureds, claims-made date, tail or runoff, notices, claims, reservations, denials, audits, and premiums. Identify transaction coverage, cyber, D&O, E&O, general liability, employment, workers’ compensation, product, property, and key-person policies.

7. Intellectual Property Technology Open Source and AI

Schedule 7.1 Registered and Material Owned IP

Schedule 7.2 Inbound Outbound and Source Code Rights

List material inbound and outbound licenses, exclusivity, field and territory, sublicensing, assignment, change of control, royalties, audit, source-code escrow, most-favored terms, covenant not to sue, settlement, open-source, and government or university rights.

Schedule 7.3 Founders Employees Contractors and Invention Assignments

For each person who created material IP, state role, dates, employing or contracting entity, location, signed confidentiality and invention-assignment document, excluded inventions, prior employer or university issue, moral-rights waiver, open-source contribution, and remediation status.

Schedule 7.4 Open Source and AI

Disclose reciprocal or network-use licenses, attribution, patent terms, source-disclosure triggers, code copied from public sources, AI-assisted code, model-provider restrictions, training and evaluation datasets, synthetic and scraped data, generated content, fine-tuning, output ownership, privacy, biometric or sensitive data, export restrictions, and material model performance or safety incidents.

8. Privacy Cybersecurity and Data

Schedule 8.1 Data and Privacy Practices

List material personal and regulated data categories, sources, purposes, notices, consents, retention, sales or sharing, targeted advertising, cross-border transfers, processors, controllers, data brokers, children’s data, biometric data, health data, payment data, employee monitoring, deletion requests, and assessments. Identify gaps between public notices, contracts, product behavior, and internal practice.

Schedule 8.2 Security Program Incidents and Audits

Include ransomware, credential compromise, business email compromise, unauthorized access, data loss, vulnerabilities, penetration findings, customer security notices, regulator inquiries, cyber-insurance claims, SOC and ISO exceptions, disaster recovery tests, subprocessors, and unresolved remediation. Describe privileged advice cautiously.

9. Personnel Labor and Benefits

Schedule 9.1 Workforce

Disclose offers, departures, wage and hour, classification, pay equity, immigration, labor organizing, workers’ compensation, safety, mass layoff, WARN, harassment, investigations, restrictive covenants, remote work, payroll nexus, employee inventions, and collective arrangements.

Schedule 9.2 Benefit Plans 280G and 409A

List each plan, sponsor, participants, funding, qualification, filings, amendments, claims, audits, prohibited transactions, change-in-control, severance, acceleration, retention, transaction bonus, deferred compensation, foreign plan, and termination action. Identify potential 280G disqualified individuals and payments, waiver and vote process, and each arrangement requiring 409A review.

10. Taxes

Address income, payroll, withholding, sales and use, VAT, franchise, property, escheat, remote work, permanent establishment, R&D credits, net operating losses, deferred revenue, Tax-sharing, listed transactions, transfer pricing, independent contractors, Section 1202 factual support, Sections 338 and 336(e) elections, Section 1060 allocation, Sections 280G and 409A, and transaction payments. State that no schedule guarantees a holder’s QSBS or other Tax result.

11. Litigation Compliance Permits and Regulatory Matters

Schedule 11.1 Claims Investigations and Orders

Schedule 11.2 Compliance Permits and Trade

List material permits, renewals, conditions, audits, violations, corrective actions, anti-bribery, sanctions, export and import, government contracting, consumer, advertising, accessibility, environmental, healthcare, financial, money-transmission, communications, product-safety, and sector regulation. Identify personal licenses or founder permits that do not transfer.

Schedule 11.3 Antitrust CFIUS and Foreign Investment Facts

Provide current revenues and assets by jurisdiction, prior acquisitions, overlapping products and services, major customers and suppliers, ownership and control, foreign-person interests, critical technologies, government contracts, sensitive personal data, relevant real estate, export classifications, and filing history. Specialist counsel determines legal filing requirements.

12. Related Parties Brokers and Other Exceptions

Schedule 12.1 Related Party Transactions

List founder, director, officer, equityholder, Affiliate, and family arrangements; amounts; market terms; approvals; balances; assets and IP used; expense reimbursement; loans; leases; services; and termination or continuation at Closing.

Schedule 12.2 Brokers and Transaction Expenses

Schedule 12.3 Additional Representation Specific Exceptions

Create a separate numbered schedule for every Agreement provision not covered above. Do not combine unrelated exceptions. Reproduce the exact Agreement heading, then use the exception format from Section 1.8.

13. Closing Update Certificate

If the Agreement permits or requires updates, the Company should deliver a dated update schedule and certificate identifying each change since signing, the source, whether it is a new event or correction, the affected representations and conditions, and the Agreement’s stated consequence. Do not state that an update cures a breach unless the Agreement expressly provides that result.

Signature or Delivery Acknowledgment

COMPANY: [TARGET COMPANY] By: ______________________________
Name: [NAME]
Title: [TITLE]
Delivery date and time zone: [DATE / TIME]

SELLERS OR SELLER REPRESENTATIVE, IF REQUIRED: [NAME] By: ______________________________
Capacity: [CAPACITY]

Acknowledgment of receipt by Buyer does not accept adequacy, waive a right, or alter the Agreement.

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