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Due Diligence Engagement Letter Template for Philippines

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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 legal and financial due diligence on a Philippine technology startup for a potential foreign investor, with the engagement starting March 2025 and including specific provisions for cross-border data transfer and intellectual property review."

Document background
The Due Diligence Engagement Letter is a critical document used in the Philippine business and legal environment when a company or individual requires professional services for investigating and verifying various aspects of a business transaction or investment opportunity. This document is essential in situations involving mergers and acquisitions, significant investments, corporate restructuring, or regulatory compliance requirements. The letter explicitly defines the scope of due diligence services, professional fees, timelines, and deliverables while ensuring compliance with Philippine regulations, including the Civil Code, Securities Regulation Code, and Data Privacy Act. It serves as the primary agreement governing the relationship between the professional services provider and the client, establishing clear expectations and protecting both parties' interests throughout the due diligence process.
Suggested Sections

1. Parties: Identification of the engaging party (client) and the professional firm/consultant

2. Background: Context of the engagement, including the target company or transaction overview

3. Definitions: Key terms used throughout the engagement letter

4. Scope of Services: Detailed description of the due diligence services to be performed

5. Timeline and Deliverables: Expected duration of the engagement and specific deliverables

6. Professional Fees and Expenses: Fee structure, payment terms, and reimbursable expenses

7. Confidentiality: Obligations regarding confidential information and compliance with data privacy laws

8. Team and Resources: Key personnel assigned to the engagement and their roles

9. Client Responsibilities: Expected cooperation and information provision from the client

10. Limitations of Liability: Extent and limitations of professional liability

11. Termination: Conditions and process for ending the engagement

12. Governing Law: Specification of Philippine law as governing law and jurisdiction

Optional Sections

1. Conflict of Interest: Required when there are potential conflicts that need disclosure

2. Third-Party Access: Include when other parties may need access to due diligence findings

3. Force Majeure: Optional clause for unforeseen circumstances affecting service delivery

4. Anti-Money Laundering Compliance: Required for financial sector due diligence or when handling significant transactions

5. Insurance Coverage: Include when specific professional insurance requirements exist

6. Dispute Resolution: Optional alternative dispute resolution mechanisms

7. Subcontracting: Include when certain services may be delegated to other professionals

Suggested Schedules

1. Schedule A - Scope of Work: Detailed breakdown of due diligence areas and specific tasks

2. Schedule B - Fee Structure: Detailed breakdown of fees, payment milestones, and expense categories

3. Schedule C - Team Structure: Detailed list of team members, their qualifications, and roles

4. Schedule D - Document Request List: Preliminary list of documents required for the due diligence

5. Schedule E - Timeline: Detailed project timeline with key milestones and deadlines

6. Appendix 1 - Compliance Requirements: Specific regulatory compliance requirements applicable to the engagement

7. Appendix 2 - Report Format: Template or structure of the due diligence report to be delivered

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 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

Financial Services

Legal Services

Professional Services

Banking

Real Estate

Manufacturing

Technology

Healthcare

Retail

Energy

Mining

Telecommunications

Construction

Education

Transportation and Logistics

Relevant Teams

Legal

Finance

Compliance

Risk Management

Corporate Development

Mergers & Acquisitions

Investment

Due Diligence

Corporate Secretariat

Business Development

Executive Management

Advisory Services

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Investment Banker

Due Diligence Specialist

Compliance Officer

Risk Manager

Corporate Secretary

Managing Partner

Transaction Advisory Manager

Business Development Director

Mergers & Acquisitions Manager

Investment Director

Financial Controller

Legal Director

Partner (Professional Services Firm)

Senior Associate

Industries








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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