Disclosure Schedule
Also called: Disclosure Letter · Exceptions Schedule
A disclosure schedule is a separate document, attached to an investment or acquisition agreement, listing specific exceptions to the company's representations and warranties — pending litigation, known liabilities, or contract breaches the company is disclosing upfront. It's what turns a blanket warranty into an accurate, qualified one.
In more detail
A representation like "the company is not party to any pending litigation" is rarely literally true for any real business — the disclosure schedule is where the company lists actual exceptions, so the warranty becomes "no litigation except as listed," which is both honest and protective for the company making it.
From the investor's side, the disclosure schedule is often more revealing than the main agreement — it's where genuine skeletons (disputes, compliance gaps, key contracts at risk) are supposed to surface, making thorough review of it as important as reviewing the agreement itself.
An incomplete or inaccurate disclosure schedule doesn't just create an awkward conversation later — it can trigger a breach of the underlying representation the schedule was meant to qualify, with real financial consequences for the company under the indemnification provisions.
A company represents that it has no pending disputes with employees, except as disclosed in the disclosure schedule, which lists one ongoing wage dispute with a former employee. Because the dispute was properly disclosed, the representation remains accurate — an undisclosed second dispute would not be protected the same way.
What our lawyers check
- Whether the disclosure schedule appears complete relative to what's known about the business
- Cross-referencing schedule items against the specific representations they qualify
- Whether the schedule is dated and will be updated before closing if circumstances change
- Consistency between the schedule and any due diligence findings
Contracts where this clause matters
Related terms
This definition is general information about commercial contracting practice, not legal advice. How a clause operates depends on the specific wording of your agreement and the law that governs it. For advice on your contract, have it reviewed by a lawyer.
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