---
title: "What Is Disclosure Schedule?"
term: "Disclosure Schedule"
description: "A disclosure schedule is an exhibit to a purchase or financing agreement listing exceptions to the seller's representations — known issues, contracts, litigation, and cap table details disclosed upfront."
date: 2026-07-25T00:00:00.000Z
updated: 2026-07-25T00:00:00.000Z
topics: ["venture-capital"]
source: https://venturecapitaltracker.com/glossary/disclosure-schedule
---

# What Is Disclosure Schedule?

> A disclosure schedule is an exhibit to a purchase or financing agreement listing exceptions to the seller's representations — known issues, contracts, litigation, and cap table details disclosed upfront.

**A disclosure schedule** accompanies definitive agreements — stock purchase, merger, or major financing — detailing exceptions to representations and warranties made by the company or sellers.

### How it works

The main agreement states broad reps: "No undisclosed litigation," "IP owned free of liens," "Material contracts listed." The **disclosure schedule** itemizes every exception — lawsuit X, customer contract Y, SAFE Z not in cap table summary.

Schedules mirror categories in the agreement and cross-reference [data room](/glossary/data-room) documents. Buyers and investors review them line by line during confirmatory diligence.

Incomplete or misleading schedules expose founders to **indemnification** clawbacks after close — especially in private M&A with holdbacks and escrows.

Venture rounds use lighter disclosure letter practices, but major down rounds or secondary sales may adopt M&A-style schedules.

Counsel drafts schedules from management questionnaires — accuracy depends on founders surfacing issues early, not last-minute memory.

### Why it matters

- **Founders:** Treat schedules as legally binding inventory of warts. If it is not disclosed, you may pay for it post-close.
- **Investors:** Schedules reveal cap table side letters, change-of-control fees, and customer concentration contracts that affect valuation.

### Common mistake

Copy-pasting prior round schedules without updating for new litigation, layoffs, or customer losses. Stale schedules are a leading cause of post-close disputes.

### Related ideas

See also [data room](/glossary/data-room), [cap table](/glossary/cap-table), reps and warranties insurance, and indemnification cap.

## FAQ

### What is a disclosure schedule in simple terms?

A document saying here is everything that might look like an exception to our promises — pending lawsuits, big customer contracts, IP encumbrances. If it is on the schedule, buyers cannot later claim you hid it.

### Why does disclosure schedule matter?

For founders, incomplete schedules trigger indemnity claims after sale. For investors, schedules reveal issues that summaries gloss over — related-party deals, missing IP assignments, or off-board agreements.


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Source: https://venturecapitaltracker.com/glossary/disclosure-schedule