Due diligence questionnaire clause: Copy, customize, and use instantly
Introduction
A due diligence questionnaire clause requires one or both parties to provide relevant information and documentation as part of the due diligence process. This clause ensures transparency, helps assess risks, and enables both parties to make informed decisions before finalizing the agreement.
Below are templates for due diligence questionnaire clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard due diligence questionnaire clause
This version includes a general due diligence requirement.
The [Customer] agrees to provide the [Provider] with a completed due diligence questionnaire, which will include all relevant information concerning [specific details, e.g., financials, operations, legal compliance, etc.], prior to the execution of this Agreement. The completed questionnaire must be submitted within [X] days of the request.
Due diligence questionnaire clause with confidentiality requirement
This version includes a confidentiality requirement.
The [Customer] shall provide the [Provider] with a completed due diligence questionnaire within [X] days of the request. All information provided in the questionnaire shall be treated as confidential and will be used solely for the purpose of evaluating this Agreement.
Due diligence questionnaire clause with specific documentation request
This version specifies documentation to be included.
The [Customer] shall complete and return the due diligence questionnaire within [X] days of receiving it, including the following documents: [List specific documents required, e.g., financial statements, ownership structures, compliance records, etc.].
Due diligence questionnaire clause with follow-up questions
This version includes a follow-up option for additional information.
The [Provider] may request clarifications or additional information after reviewing the completed due diligence questionnaire. The [Customer] agrees to respond to any such follow-up questions within [X] days of the request.
Due diligence questionnaire clause with right to verify information
This version includes verification rights.
The [Provider] reserves the right to independently verify the information provided in the due diligence questionnaire, including conducting background checks, audits, or other investigations necessary to assess the accuracy of the information provided.
Due diligence questionnaire clause with timeline for submission
This version includes a submission deadline.
The [Customer] shall complete and submit the due diligence questionnaire within [X] days of the request, ensuring all requested documents and information are provided in full.
Due diligence questionnaire clause with additional audit rights
This version allows for audit rights.
The [Provider] reserves the right to audit the information provided in the due diligence questionnaire to verify its accuracy. The [Customer] agrees to provide reasonable access to all relevant records during the audit.
Due diligence questionnaire clause with reliance on provided information
This version clarifies reliance on the information.
The [Provider] shall rely on the information provided in the due diligence questionnaire as accurate, and any discrepancies discovered after submission may result in [specific penalties or actions].
Due diligence questionnaire clause with ongoing updates requirement
This version requires updates during the process.
The [Customer] shall provide ongoing updates to the due diligence questionnaire if any material changes occur to the information previously submitted, including but not limited to changes in financials, ownership, or compliance status.
Due diligence questionnaire clause with risk disclosure requirement
This version includes a risk disclosure requirement.
The [Customer] must disclose any known risks, disputes, or potential liabilities in the due diligence questionnaire. Failure to disclose such risks may result in termination of the Agreement.
Due diligence questionnaire clause with right to engage third-party experts
This version allows third-party experts.
The [Provider] may engage third-party experts, including auditors, legal consultants, or industry specialists, to review and assess the information provided in the due diligence questionnaire.
Due diligence questionnaire clause with waiver of claims if not completed
This version includes a waiver clause.
If the [Customer] fails to provide a completed due diligence questionnaire within the specified timeline, the [Customer] waives any claims against the [Provider] related to the due diligence process.
Due diligence questionnaire clause with confidential information handling
This version includes information handling requirements.
The [Customer] agrees that all information submitted as part of the due diligence questionnaire is considered confidential, and both parties shall comply with the confidentiality provisions of [Section X] of this Agreement.
Due diligence questionnaire clause with review and approval process
This version includes a review and approval process.
The completed due diligence questionnaire will be reviewed by the [Provider] and may require further clarification or approval from the [Provider]'s legal or compliance team before the Agreement proceeds.
Due diligence questionnaire clause with scope of information to be provided
This version specifies the scope of the information requested.
The [Customer] agrees to provide all requested documentation related to its operations, financial records, governance, and compliance status in the due diligence questionnaire, including any additional materials that the [Provider] may reasonably request.
Due diligence questionnaire clause with consequences for incomplete or inaccurate information
This version includes consequences for incomplete information.
If the information provided in the due diligence questionnaire is found to be incomplete or inaccurate, the [Provider] reserves the right to terminate this Agreement or impose penalties as outlined in [Section Y].
Due diligence questionnaire clause with timing for review
This version includes a timing provision for review.
The [Provider] will review the completed due diligence questionnaire within [X] business days of receipt and notify the [Customer] of any issues or required follow-up information within [Y] days.
Due diligence questionnaire clause with obligation for ongoing due diligence
This version obligates ongoing due diligence.
The [Customer] agrees to maintain and provide updated due diligence information upon request during the term of the Agreement, ensuring ongoing compliance with all applicable laws and regulations.
Due diligence questionnaire clause with approval of third-party reports
This version includes third-party reports.
If the [Customer] utilizes third-party reports or assessments as part of the due diligence questionnaire, the [Provider] reserves the right to review and approve such reports before proceeding with the Agreement.
Due diligence questionnaire clause with non-compliance penalties
This version includes penalties for non-compliance.
If the [Customer] fails to submit the required due diligence questionnaire or provides false or incomplete information, the [Customer] may be subject to penalties as outlined in [Section X] of the Agreement.
Due diligence questionnaire clause with right to terminate for failed due diligence
This version allows for termination.
The [Provider] reserves the right to terminate the Agreement if the [Customer] fails to complete the due diligence questionnaire in full or provides materially inaccurate information that impacts the [Provider]’s ability to assess the [Customer]’s suitability.
Due diligence questionnaire clause with cooperation requirement
This version requires cooperation.
The [Customer] agrees to fully cooperate with the [Provider] during the due diligence process, including providing access to personnel and documentation as requested in the due diligence questionnaire.
Due diligence questionnaire clause with review by independent third-party
This version includes an independent third-party review.
The completed due diligence questionnaire shall be reviewed by an independent third-party auditor selected by the [Provider], with the results of the review being shared with both parties.
Due diligence questionnaire clause with cross-border due diligence requirements
This version includes cross-border considerations.
For international transactions, the [Customer] shall provide additional information required to meet local legal and regulatory requirements in the relevant jurisdictions, as specified in the due diligence questionnaire.
Due diligence questionnaire clause with representation and warranty on provided information
This version includes a representation and warranty.
The [Customer] represents and warrants that all information provided in the due diligence questionnaire is true, complete, and accurate to the best of their knowledge, and acknowledges that the [Provider] is relying on this information.
Due diligence questionnaire clause with right to modify the questionnaire
This version allows modifications.
The [Provider] reserves the right to modify the due diligence questionnaire at any time before or during the process, and the [Customer] agrees to respond to any modifications within [X] days.
Due diligence questionnaire clause with post-completion review
This version allows post-completion review.
Following the submission of the due diligence questionnaire, the [Provider] reserves the right to conduct a final review of the information provided before finalizing the Agreement, including requesting additional documents or clarification.
Due diligence questionnaire clause with feedback process
This version includes a feedback process.
The [Provider] will provide feedback to the [Customer] regarding any issues or deficiencies identified in the due diligence questionnaire, and the [Customer] will have [X] days to resolve any concerns raised.
Due diligence questionnaire clause with conditional approval process
This version includes a conditional approval process.
The [Provider] may grant conditional approval to proceed with the Agreement based on the information provided in the due diligence questionnaire, with full approval subject to additional verifications or conditions specified by the [Provider].
Due diligence questionnaire clause with supplementary due diligence upon request
This version allows supplementary due diligence.
If required, the [Customer] agrees to provide supplementary due diligence information upon request, including any additional documentation or clarifications necessary to complete the review.
Due diligence questionnaire clause with confirmation of regulatory compliance
This version requires regulatory compliance confirmation.
The [Customer] must confirm that all information provided in the due diligence questionnaire complies with applicable regulatory requirements, including financial, legal, and tax obligations.
Due diligence questionnaire clause with no guarantee of contract finalization
This version includes a no guarantee provision.
The submission of the due diligence questionnaire does not guarantee the finalization of the Agreement, as the [Provider] may decide not to proceed based on the results of the due diligence review.
Due diligence questionnaire clause with follow-up document requests
This version allows for follow-up requests.
The [Provider] may request additional documents or clarifications after reviewing the due diligence questionnaire, and the [Customer] agrees to respond to such requests within [X] days.
Due diligence questionnaire clause with document verification requirement
This version includes document verification.
The [Customer] agrees to provide all requested documentation, and the [Provider] reserves the right to verify the authenticity of any documents submitted as part of the due diligence questionnaire.
Due diligence questionnaire clause with financial statement requirement
This version includes a financial statement requirement.
The [Customer] shall include their most recent financial statements, including balance sheet, income statement, and cash flow statement, in the due diligence questionnaire.
Due diligence questionnaire clause with access to internal controls
This version allows access to internal controls.
The [Provider] reserves the right to request information about the [Customer]’s internal controls and governance procedures, which must be provided as part of the due diligence questionnaire.
Due diligence questionnaire clause with specific timeline for response
This version sets a timeline for response.
The [Customer] shall complete and return the due diligence questionnaire within [X] business days of receipt, providing all required information.
Due diligence questionnaire clause with detailed risk management information
This version requests risk management information.
The [Customer] is required to provide detailed information regarding their risk management processes, including risk assessments and mitigation strategies, in the due diligence questionnaire.
Due diligence questionnaire clause with confirmation of compliance with anti-corruption laws
This version requires confirmation of anti-corruption compliance.
The [Customer] must confirm in the due diligence questionnaire that they comply with all applicable anti-corruption laws and regulations, and provide supporting documentation if requested.
Due diligence questionnaire clause with direct involvement of senior management
This version involves senior management.
Senior management of the [Customer] shall be directly involved in completing the due diligence questionnaire and confirming the accuracy of all responses.
Due diligence questionnaire clause with review of third-party relationships
This version requests information on third-party relationships.
The [Customer] must provide a list of all third-party relationships relevant to this Agreement, including suppliers, subcontractors, and affiliates, in the due diligence questionnaire.
Due diligence questionnaire clause with third-party audit authorization
This version allows third-party audits.
The [Customer] agrees to authorize the [Provider] to conduct a third-party audit of the due diligence questionnaire and any supporting documentation provided to ensure accuracy and completeness.
Due diligence questionnaire clause with annual update requirement
This version requires annual updates.
The [Customer] shall update and resubmit the due diligence questionnaire annually or whenever there is a material change to the information previously provided.
Due diligence questionnaire clause with a requirement for legal compliance certifications
This version includes a legal compliance certification.
The [Customer] is required to submit legal compliance certifications as part of the due diligence questionnaire, confirming adherence to all relevant laws and regulations.
Due diligence questionnaire clause with impact assessment on the environment
This version requests environmental impact information.
The [Customer] must provide information about the environmental impact of their operations, including sustainability efforts and waste management practices, in the due diligence questionnaire.
Due diligence questionnaire clause with market reputation inquiry
This version inquires about market reputation.
The [Customer] agrees to provide information about their reputation in the market, including any legal disputes, customer complaints, or regulatory actions, in the due diligence questionnaire.
Due diligence questionnaire clause with no-obligation to proceed
This version clarifies no obligation to proceed.
The completion of the due diligence questionnaire does not obligate the [Provider] to proceed with the Agreement, and the [Provider] may decide not to proceed based on the results of the due diligence process.
Due diligence questionnaire clause with verification of intellectual property ownership
This version requests verification of IP ownership.
The [Customer] must verify their ownership or licensing rights for all intellectual property used in the business, and provide documentation to support such claims in the due diligence questionnaire.
Due diligence questionnaire clause with dispute resolution history
This version requests dispute resolution history.
The [Customer] must disclose any material disputes or litigation in which they have been involved, including the status of such disputes, in the due diligence questionnaire.
Due diligence questionnaire clause with reference to regulatory bodies
This version requests information on regulatory bodies.
The [Customer] must provide information about any regulatory bodies they are governed by or are under investigation by, as part of the due diligence questionnaire.
Due diligence questionnaire clause with specific request for organizational structure details
This version requests organizational structure details.
The [Customer] shall provide a detailed organizational chart as part of the due diligence questionnaire, including key personnel and decision-makers.
Due diligence questionnaire clause with indemnification requirement for inaccuracies
This version includes an indemnification clause.
The [Customer] agrees to indemnify the [Provider] for any losses arising from inaccuracies or omissions in the due diligence questionnaire, and the [Customer] must confirm this in writing.
Due diligence questionnaire clause with requirement for background checks
This version requires background checks.
The [Customer] agrees to permit background checks for any key personnel involved in the transaction, including criminal, financial, and professional background checks, as part of the due diligence questionnaire process.
Due diligence questionnaire clause with insurance information request
This version includes an insurance information request.
The [Customer] must provide evidence of insurance coverage, including liability, workers’ compensation, and any other relevant policies, as part of the due diligence questionnaire.
Due diligence questionnaire clause with management structure review
This version includes a management structure review.
The [Provider] reserves the right to review the [Customer]’s management structure and any related materials submitted in the due diligence questionnaire to assess the qualifications of key personnel.
Due diligence questionnaire clause with compliance audit process
This version includes a compliance audit process.
The [Customer] agrees to undergo a compliance audit as part of the due diligence process, and must provide the necessary access to all relevant documents and systems to facilitate the audit.
Due diligence questionnaire clause with confidentiality agreement for questionnaire responses
This version includes a confidentiality agreement.
The [Customer] agrees that all responses provided in the due diligence questionnaire will be kept confidential and will not be disclosed to any third parties without the express consent of the [Customer], except as required by law.
Due diligence questionnaire clause with restrictions on changes after submission
This version restricts changes after submission.
Once submitted, the [Customer] may not make changes to the due diligence questionnaire without the written consent of the [Provider], except to correct factual inaccuracies or omissions.
Due diligence questionnaire clause with right to modify questionnaire format
This version allows modifications to the questionnaire.
The [Provider] reserves the right to modify the format or content of the due diligence questionnaire during the due diligence process, with any modifications to be communicated to the [Customer] in writing.
Due diligence questionnaire clause with requirement to provide financial forecasts
This version includes a request for financial forecasts.
The [Customer] must provide detailed financial forecasts for the next [X] years as part of the due diligence questionnaire, including projections for revenue, expenses, and profitability.
Due diligence questionnaire clause with non-disclosure agreement requirement
This version includes a non-disclosure agreement.
As part of the due diligence process, the [Customer] agrees to sign a non-disclosure agreement to protect the confidentiality of all information provided and received.
Due diligence questionnaire clause with third-party review at the [Customer]'s cost
This version requires a third-party review at the [Customer]'s expense.
The [Provider] may elect to have a third-party expert review the due diligence questionnaire and supporting documents, with the cost of such review borne by the [Customer].
Due diligence questionnaire clause with representation of solvency
This version requires a solvency representation.
The [Customer] represents and warrants that, to the best of their knowledge, they are solvent and able to meet their financial obligations as disclosed in the due diligence questionnaire.
Due diligence questionnaire clause with restrictions on use of provided information
This version restricts the use of provided information.
The [Provider] agrees that the information provided in the due diligence questionnaire shall only be used for the purpose of evaluating the Agreement and shall not be disclosed to any third parties without the written consent of the [Customer].
Due diligence questionnaire clause with audit of compliance programs
This version requires auditing of compliance programs.
The [Provider] reserves the right to audit the [Customer]’s compliance programs, including their adherence to legal, regulatory, and internal standards, as part of the due diligence process.
Due diligence questionnaire clause with escalation of concerns
This version escalates concerns.
Any concerns or discrepancies identified in the due diligence questionnaire shall be escalated to senior management within [X] business days for resolution, and the [Customer] agrees to cooperate fully during the escalation process.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.