M&A Material Contracts Checklist

Identify all customer contracts with annual revenue exceeding materiality threshold (typically $250K+)

Review change-of-control provisions in top 20 customer agreements

Flag any customer contracts with anti-assignment clauses requiring consent

Check for most-favored-nation (MFN) pricing clauses that could be triggered by the transaction

Identify exclusivity or non-compete provisions that could restrict the combined entity

Review auto-renewal terms and upcoming renewal dates for key contracts

Confirm all material contracts are fully executed (not just in draft or LOI stage)

Verify that no material customer has provided notice of termination or non-renewal

Check for volume commitments or minimum purchase obligations

Identify single-source suppliers and assess supply chain concentration risk

Review change-of-control and assignment provisions in top supplier contracts

Check for termination-for-convenience rights held by critical suppliers

Identify any supply agreements with pricing escalation clauses tied to ownership changes

Verify compliance with any supplier audit rights or reporting obligations

Review insurance requirements imposed by key vendors

Check for rebate or volume discount agreements that could be affected by the transaction

Review all credit facility change-of-control provisions and acceleration triggers

Identify whether existing debt is portable or must be refinanced at closing

Check for cross-default provisions that could cascade across multiple instruments

Review negative covenant baskets for permitted acquisition thresholds

Identify any guarantees or pledges that attach to the target's assets

Calculate prepayment penalties and make-whole amounts for early debt retirement

Review intercreditor agreements for subordination and lien priority issues

Check for financial covenant compliance and recent waiver history

Identify all employment agreements with change-of-control severance triggers (golden parachutes)

Calculate aggregate 280G exposure and confirm parachute payment calculations

Review non-compete and non-solicitation provisions for key employees

Identify retention agreements or stay bonuses that will be triggered by closing

Review equity acceleration provisions in stock option and RSU agreements

Verify IP assignment agreements are in place for all employees and contractors

Check for any pending employment claims, EEOC charges, or labor disputes

Identify all government contracts and review novation or assignment requirements

Determine HSR filing obligations and estimate antitrust review timeline

Check for CFIUS jurisdiction if foreign buyer or foreign-controlled entity is involved

Review industry-specific regulatory approvals required (FCC, FDA, state PUC, etc.)

Confirm compliance with data privacy regulations (CCPA, GDPR) affecting contract data

Identify any pending regulatory investigations or consent orders

Review export control and sanctions compliance for contracts with international counterparties