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Diligence Memo — Project Atlas
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Due Diligence Memorandum
Project Atlas | Confidential
Page 1 of 5

Executive Summary

This memorandum summarizes the legal due diligence review conducted in connection with the proposed acquisition of Target LLC ("Target" or the "Company"). Our review encompassed 247 documents across corporate governance, intellectual property, employment, commercial contracts, and real estate categories.

Based on our review, we have identified 3 high-priority matters requiring attention prior to closing, 7 medium-priority items for negotiation or disclosure, and 12 standard items for post-closing integration planning.

Key Findings

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Incomplete IP Assignment Chain
Patent #7,123,456 lacks proper assignment from founding engineer. Corrective documentation required.
!
Unlimited Liability Exposure
IP Assignment Agreement contains unlimited liability clause. Recommend cap negotiation.
!
Change of Control Provisions
3 material contracts require consent for change of control. Customer outreach needed.
Minor Disclosure Inconsistencies
Schedule updates recommended for 2 subsidiary filings.

Recommendations

1. Pre-Closing Actions: Obtain confirmatory IP assignment from founding engineer. Negotiate liability cap amendment with IP licensor. Initiate customer consent process for material contracts with change of control provisions.

2. Closing Conditions: Receipt of all third-party consents. Execution of IP corrective documentation. Confirmation of no material adverse changes.

3. Post-Closing Integration: Update subsidiary filings within 30 days. Complete employee handbook harmonization. Transfer registered agent for applicable entities.

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