by Rob Hassett
(1) Transfer of Assets
(a) Tangible
(i) Computer hardware
(ii) Third-party software
(iii) Furniture
(iv) Equipment
(v) Compliable source code
(vi) Useable object code
(vii) Testing software
(viii) Configuration and administrative tools and utilities
(b) Intangible
(i) Intellectual property
A. Trademarks and service marks – registered and unregistered
B. Trade secrets
C. Copyrights
D. Patents
(ii) Domain names (what about interbase.com?)
(iii) Permits and licenses
A. ISO 9000
B. UL Approval
C. Licenses
(iv) Receivables
(v) Contracts
(vi) Data including databases of customers and suppliers
(vii) Advertising and marketing materials
(2) Purchase Price and Payment
(3) Closing
(4) Representations and warranties of seller, guarantors, opinion letters, etc.
(5) Warranties and representations that assets are sufficient
(6) Financial Statements
(7) Liabilities
(8) Relevant litigation and claims
(9) Insurance
(10) Relevant labor agreements and 401K plans and other issues regarding employees (are any employees transferring?)
(11) No liens, conflicts, lack of authority or the like
(12) Space needs
(13) Responsibility for warranties to customers and previous other commitments
(14) Due Diligence
(15) Previous orders of software
(16) Bulk sales law vs. no inventory
Rob Hassett 2/14/2000 Revision.