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Due Diligence Engagement Letter Template for England and Wales

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Key Requirements PROMPT example:

Due Diligence Engagement Letter

"I need a Due Diligence Engagement Letter for our law firm to conduct vendor due diligence on a technology company, with work starting March 2025, including specific provisions for handling source code review and cloud service provider agreements."

Document background
The Due Diligence Engagement Letter serves as the foundational document for establishing the terms of a professional due diligence assignment. Under English and Welsh law, this document is essential for defining the parameters of the engagement, protecting both the service provider and the client. It typically precedes significant corporate transactions, mergers, acquisitions, or investments, where detailed investigation of a target company or asset is required. The letter addresses key aspects including scope of work, methodology, deliverables, timelines, fees, and limitations of liability, while ensuring compliance with relevant UK regulatory requirements and professional standards.
Suggested Sections

1. Addressee Details: Full name and address of the client and date of the letter

2. Scope of Work: Detailed description of the due diligence services to be provided, including the target company/assets and type of due diligence

3. Timeline and Deliverables: Expected duration, key milestones, and format of deliverables (e.g., report structure)

4. Fees and Payment Terms: Fee structure, payment schedule, expenses policy, and billing arrangements

5. Confidentiality Obligations: Terms regarding handling of confidential information and any specific NDAs

6. Professional Standards: Reference to applicable professional standards, regulations, and level of assurance provided

Optional Sections

1. Team Structure: Details of key team members, their roles and responsibilities, and reporting lines

2. Conflict Checks: Confirmation of conflict checking procedures and declarations

3. Third Party Rights: Terms regarding reliance on the due diligence findings by third parties

4. Liability Limitations: Specific limitations of liability and any caps on damages

Suggested Schedules

1. Schedule 1 - Fee Schedule: Detailed breakdown of fees, hourly rates, and charging structure

2. Schedule 2 - Information Requirements List: Comprehensive list of documents and information required from the client

3. Schedule 3 - Standard Terms of Business: Firm's standard terms and conditions applicable to the engagement

4. Schedule 4 - Project Timeline: Detailed project plan with key dates, milestones, and deliverables

5. Schedule 5 - Due Diligence Questionnaire: Standard due diligence questions and areas of investigation

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions





























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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Data Protection Act 2018 and UK GDPR: Legal framework for handling personal and confidential information during due diligence, ensuring compliance with data protection principles and secure data processing

Companies Act 2006: Primary legislation governing company operations in the UK, relevant for reviewing corporate documents and company information during due diligence

Common Law Contract Principles: Fundamental principles of contract law under English common law, essential for structuring the engagement letter and defining contractual obligations

Financial Services and Markets Act 2000: Regulatory framework for financial services in the UK, applicable when the due diligence involves financial services matters

SRA Standards and Regulations: Professional regulations governing solicitors and law firms, ensuring compliance with legal service standards in due diligence

ICAEW/FRC Regulations: Professional standards for accountants and financial reporting, relevant when due diligence involves financial audits or accounting matters

Money Laundering Regulations 2017: Anti-money laundering requirements including client due diligence and risk assessment procedures

Proceeds of Crime Act 2002: Legislation dealing with money laundering and proceeds of crime, requiring specific due diligence measures and reporting obligations

Terrorism Act 2000: Legislative framework for counter-terrorism measures, including requirements for due diligence in financial transactions

Limitation Act 1980: Statute defining time limits for legal actions, relevant for establishing liability periods in the engagement letter

Common Law Duty of Confidentiality: Legal principle requiring protection of confidential information obtained during due diligence process

Legal Professional Privilege: Legal principle protecting confidential communications between lawyers and clients during due diligence

Employment Rights Act 1996: Legislation protecting employee rights, relevant when due diligence involves review of employment matters

TUPE Regulations 2006: Regulations protecting employees' rights during business transfers, relevant for due diligence in business acquisitions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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