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Due Diligence Engagement Letter
"I need a Due Diligence Engagement Letter for our law firm to conduct legal and financial due diligence on a Philippine technology startup for a potential foreign investor, with the engagement starting March 2025 and including specific provisions for cross-border data transfer and intellectual property review."
1. Parties: Identification of the engaging party (client) and the professional firm/consultant
2. Background: Context of the engagement, including the target company or transaction overview
3. Definitions: Key terms used throughout the engagement letter
4. Scope of Services: Detailed description of the due diligence services to be performed
5. Timeline and Deliverables: Expected duration of the engagement and specific deliverables
6. Professional Fees and Expenses: Fee structure, payment terms, and reimbursable expenses
7. Confidentiality: Obligations regarding confidential information and compliance with data privacy laws
8. Team and Resources: Key personnel assigned to the engagement and their roles
9. Client Responsibilities: Expected cooperation and information provision from the client
10. Limitations of Liability: Extent and limitations of professional liability
11. Termination: Conditions and process for ending the engagement
12. Governing Law: Specification of Philippine law as governing law and jurisdiction
1. Conflict of Interest: Required when there are potential conflicts that need disclosure
2. Third-Party Access: Include when other parties may need access to due diligence findings
3. Force Majeure: Optional clause for unforeseen circumstances affecting service delivery
4. Anti-Money Laundering Compliance: Required for financial sector due diligence or when handling significant transactions
5. Insurance Coverage: Include when specific professional insurance requirements exist
6. Dispute Resolution: Optional alternative dispute resolution mechanisms
7. Subcontracting: Include when certain services may be delegated to other professionals
1. Schedule A - Scope of Work: Detailed breakdown of due diligence areas and specific tasks
2. Schedule B - Fee Structure: Detailed breakdown of fees, payment milestones, and expense categories
3. Schedule C - Team Structure: Detailed list of team members, their qualifications, and roles
4. Schedule D - Document Request List: Preliminary list of documents required for the due diligence
5. Schedule E - Timeline: Detailed project timeline with key milestones and deadlines
6. Appendix 1 - Compliance Requirements: Specific regulatory compliance requirements applicable to the engagement
7. Appendix 2 - Report Format: Template or structure of the due diligence report to be delivered
Authors
Authorized Representatives
Business Day
Client
Company
Confidential Information
Deliverables
Due Diligence Period
Due Diligence Report
Effective Date
Engagement
Engagement Team
Fees
Force Majeure Event
Intellectual Property Rights
Material Adverse Effect
Personal Data
Professional Services
Project
Related Parties
Representatives
Scope of Work
Services
Target Company
Target Business
Term
Third Party
Transaction
Working Papers
Engagement Terms
Professional Fees
Payment Terms
Confidentiality
Data Protection
Professional Standards
Service Level
Team Composition
Client Cooperation
Information Access
Document Retention
Intellectual Property
Limitation of Liability
Indemnification
Force Majeure
Term and Termination
Conflict of Interest
Non-Solicitation
Governing Law
Dispute Resolution
Assignment
Notices
Entire Agreement
Amendment
Severability
Counterparts
Professional Undertaking
Anti-Money Laundering Compliance
Regulatory Compliance
Third-Party Rights
Insurance
Subcontracting
Representations and Warranties
Financial Services
Legal Services
Professional Services
Banking
Real Estate
Manufacturing
Technology
Healthcare
Retail
Energy
Mining
Telecommunications
Construction
Education
Transportation and Logistics
Legal
Finance
Compliance
Risk Management
Corporate Development
Mergers & Acquisitions
Investment
Due Diligence
Corporate Secretariat
Business Development
Executive Management
Advisory Services
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Investment Banker
Due Diligence Specialist
Compliance Officer
Risk Manager
Corporate Secretary
Managing Partner
Transaction Advisory Manager
Business Development Director
Mergers & Acquisitions Manager
Investment Director
Financial Controller
Legal Director
Partner (Professional Services Firm)
Senior Associate
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