SaaS Carve-out Due Diligence Checklist

The following checklist is tailored to address concerns related to entanglement with parent shared services in a SaaS carve-out deal. Priority is given to items that help understand and mitigate these risks.

#	Workstream	Request Item	Why it Matters	Priority
1	Financial	Shared cost structure and allocation methodology	Understand potential cost impacts post-separation	P1
2	Commercial	Customer contracts and potential parent-related dependencies	Identify potential risks to customer relationships	P1
3	Legal	Coordinate with attorney to review shared services agreements	Understand legal obligations and potential liabilities	P1
4	Tax	Coordinate with CPA to assess tax implications of carve-out	Identify potential tax liabilities or benefits	P2
5	Tech	Assess integration with parent IT systems and infrastructure	Understand technical challenges and costs of separation	P1
6	HR	Employee transfer and retention plans	Mitigate potential risks to workforce and talent	P2
7	Ops	Operational dependencies on parent company	Identify potential operational risks and mitigation strategies	P1

· Requests 1-3 and 5 are stage-appropriate now, while requests 4 and 6 are confirmatory and can be addressed later in the process. Request 7 is relevant now but may require additional information to fully assess.