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Due Diligence Engagement Letter Template for United States

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Key Requirements PROMPT example:

Due Diligence Engagement Letter

"I need a Due Diligence Engagement Letter for our law firm to investigate a mid-sized technology company in California, with specific focus on intellectual property and data protection compliance, to be completed by March 2025."

Document background
The Due Diligence Engagement Letter is a crucial document used when a company or investor needs to conduct a thorough investigation of a target business, property, or investment opportunity. This document is particularly important in the United States where it must comply with federal securities laws, state regulations, and professional standards. The letter typically details the scope of investigation, methodologies to be employed, confidentiality requirements, and limitations of liability. It's commonly used in mergers and acquisitions, investment transactions, or major business decisions where detailed verification of facts and circumstances is required.
Suggested Sections

1. Date and Parties: Identification of the firm conducting due diligence and the client, including full legal names and addresses

2. Scope of Services: Detailed description of the due diligence services to be performed, including specific areas of investigation

3. Timeline and Deliverables: Expected duration of the engagement and specific deliverables to be provided

4. Fee Structure: Professional fees, payment terms, and any additional costs or expenses

5. Confidentiality Obligations: Terms regarding the handling and protection of confidential information

6. Professional Standards: Statement of adherence to relevant professional standards and regulations

Optional Sections

1. Third-Party Access: Terms regarding sharing information with third parties (used when other parties may need access to due diligence findings)

2. International Considerations: Specific provisions for cross-border due diligence (used when the engagement involves multiple jurisdictions)

3. Specialized Industry Requirements: Industry-specific compliance requirements (used when the target company operates in a regulated industry)

Suggested Schedules

1. Fee Schedule: Detailed breakdown of fees and payment structure

2. Document Request List: List of required documents and information needed for the due diligence process

3. Team Structure: Organization chart and key personnel involved in the engagement

4. Work Program: Detailed methodology and procedures to be followed

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Securities Act of 1933: Federal law governing initial public offerings and securities registration, crucial for due diligence in securities transactions

Securities Exchange Act of 1934: Federal law regulating secondary market trading and establishing SEC oversight, relevant for public company due diligence

Sarbanes-Oxley Act 2002: Corporate governance and financial disclosure requirements for public companies, affecting due diligence scope and procedures

Dodd-Frank Act: Financial reform legislation affecting risk assessment and disclosure requirements in due diligence processes

Foreign Corrupt Practices Act: Anti-bribery and accounting transparency laws affecting international business due diligence

AICPA Professional Standards: Professional guidelines for CPAs conducting due diligence, including quality control and ethics requirements

GAAS: Generally Accepted Auditing Standards providing framework for audit procedures and due diligence methodology

PCAOB Standards: Public Company Accounting Oversight Board standards for auditing and related professional practice

Gramm-Leach-Bliley Act: Financial privacy law governing the handling of personal financial information during due diligence

State Privacy Laws: Various state-specific regulations governing data privacy and protection during due diligence processes

GDPR Compliance: European privacy regulations that may apply when dealing with EU-related data in due diligence

State Professional Liability Laws: State-specific regulations governing professional liability and standard of care in due diligence engagements

State Contract Laws: State-specific contract formation and enforcement requirements affecting engagement letters

Uniform Commercial Code: Standardized commercial transactions laws affecting business due diligence requirements

Trade Secrets Protection: Laws governing the protection of confidential business information during due diligence

Professional Ethics Rules: State-specific and industry-specific ethical guidelines governing professional conduct in due diligence

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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