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Employment Due Diligence — Recommended Actions

Based on the employment agreements reviewed, the following actions are recommended prior to closing. Each item should be routed to the deal team for partner review before client circulation.

Non-compete clauses in Benthree senior employment contracts exceed the geographic scope flagged in the heads of terms. Restrictive covenant enforceability should be verified under local law before exchange.

Bird & BirdLinklatersWhite & CaseDeloitte LegalMinterEllison

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DD_Template.docxDOCX

Draft the employment section of the attached DD template while following the report structure. Base it on the Employment contract due diligence tabular review

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Material Issues List: Merger Agreement Analysis

Executive Summary

This Material Issues List summarizes key findings from our review of the Unit Purchase Agreement between Jamf Software, LLC and Identity Automation Systems, LLC. The transaction involves a Ben$40,000,000 Deferred Purchase Price due October 1, 2025. Overall risk allocation favors the buyer through non-survival of seller representations.

Overall Assessment

The UPA's core risk allocation framework — non-survival of seller representations and warranties, coupled with R&W insurance — shifts substantive diligence risk to the buyer.non-survival of seller representations and warrantiesNicole requires careful verification of disclosure schedules.

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Material Issues List: Merger Agreement Analysis

Executive Summary · Overall Assessment · Key Seller-Favorable Terms

Introducing Editor
Title
Editor Demo
Duration
06:42
Release date
June 2026

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