Legal due diligence for expert engagements covers ground that most companies do not think about until they run into a problem. The most commonly missed item in expert engagement agreements is intellectual property assignment — without an explicit IP clause, the consultant can retain rights to frameworks, methodologies, and deliverables they developed during the engagement. For companies raising capital, this creates a due diligence problem. This checklist covers the due diligence process for expert engagements: what documents to request, what clauses to include in every agreement, and what findings are common enough to be deal risks if not addressed before signing. Essential clauses: scope and deliverables (explicit, not vague), rate and billing terms (retainer vs. hourly vs. fixed), intellectual property assignment (all work product vests in the company), confidentiality and non-disclosure (survives termination for a defined period), termination (30-day mutual notice, no penalty, deliverables in progress prorated and transferred), and liability and indemnification provisions. Every expert engagement agreement should include explicit IP assignment language: "all work product created in connection with services under this agreement is work made for hire and vests exclusively in [Company]." Without this, the consultant can retain rights to frameworks and deliverables developed during the engagement.
Legal due diligence for expert engagements covers ground that most companies do not think about until they run into a problem. The most commonly missed item in expert engagement agreements is intellectual property assignment — without an explicit IP clause, the consultant can retain rights to frameworks, methodologies, and deliverables they developed during the engagement. For companies raising capital, this creates a due diligence problem. This checklist covers the due diligence process for expert engagements: what documents to request, what clauses to include in every agreement, and what findings are common enough to be deal risks if not addressed before signing. The items covered include scope and deliverables, rate and billing terms, intellectual property assignment, confidentiality and non-disclosure, termination and offboarding, and the liability and indemnification provisions that often get glossed over in shorter-form consulting agreements.
Corporate & Governance
- Certificate of incorporation, articles, bylaws (all versions)
- Cap table — current and fully diluted, signed by CFO
- Board resolutions and meeting minutes (3 years)
- Stockholder agreements, voting agreements, ROFRs
- List of all subsidiaries and organizational chart
Financial
- Audited financials or reviewed financials (3 years)
- Most recent month-end management accounts
- Tax returns (federal, state, international) for 3 years
- Outstanding tax liabilities, disputes, or audits
- Debt instruments, credit agreements, and guarantees
Intellectual Property
- Patent portfolio: issued, pending, and abandoned
- Trademark registrations and applications
- Copyright registrations
- IP assignment agreements from all founders and employees
- Open source usage and license compliance audit
- Material IP licensing agreements (in-bound and out-bound)
Contracts & Commitments
- Top 20 customer contracts (MSAs, SOWs, order forms)
- Material vendor and supplier agreements
- Employment agreements for key personnel
- Non-compete and non-solicit agreements
- Real estate leases and equipment financing
- Partnership and reseller agreements
Litigation & Regulatory
- Pending and threatened litigation (all jurisdictions)
- Regulatory correspondence and consent decrees
- OSHA, EPA, and other regulatory filings
- Insurance policies (D&O, E&O, cyber, general liability)
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