Document type: Toolkit Practice area: Business and Corporate — Regulatory Jurisdiction: United States Last reviewed: 5 September 2026

1. Covered transaction screening memorandum

Prepare this at the term sheet, in privilege. It takes an hour and it drives everything after.

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

MEMORANDUM
To:      [Deal team]
From:    [Counsel]
Date:    [Date]
Re:      Project [__] — CFIUS screening

1. THE TRANSACTION
   [Two sentences: who acquires what, for how much, with what
   rights.]

2. IS ANY PARTY A FOREIGN PERSON?
   [Acquirer's organization, principal place of business, and
   ownership chain to the extent known. Note that a U.S.-
   organized fund with a foreign general partner is a foreign
   person.]
   CONCLUSION: [Yes / No]

3. IS THE TARGET A U.S. BUSINESS?
   [Engaged in interstate commerce in the United States.]
   CONCLUSION: [Yes / No]

4. WILL THE FOREIGN PERSON OBTAIN CONTROL?
   [Analyze against the indicative list of important matters:
   sale of principal assets; reorganization or dissolution;
   closing or relocating facilities; major expenditures; entry
   into significant contracts; policies on sensitive technology
   or classified information; appointment of officers and
   directors with such access; amendment of governing
   documents. No percentage threshold applies.]
   CONCLUSION: [Yes / No / Uncertain — resolve before LOI]

5. IS THE TARGET A TID U.S. BUSINESS?
   (a) Critical technology
       [Products, software, technology; USML status; ECCNs if
       known; whether classification work has begun.]
   (b) Critical infrastructure
       [Categories in the appendix to 31 C.F.R. Part 800 and
       the applicable functional tests.]
   (c) Sensitive personal data
       [Categories held; U.S. person count; whether more than
       one million in the preceding 12 months; whether the
       business targets U.S. government or military personnel.]
   CONCLUSION: [Yes — which prong / No]

6. WILL THE FOREIGN PERSON OBTAIN TRIGGERING RIGHTS?
   [ ] Access to material non-public technical information
   [ ] Board membership, observer rights, or nomination rights
   [ ] Substantive involvement in decisions about critical
       technology, critical infrastructure, or sensitive
       personal data
   CONCLUSION: [Yes / No]

7. REAL ESTATE
   [Any facility at or functioning as part of a covered port;
   within one mile of a listed installation; within an extended
   range zone. Measure the distances.]

8. PRELIMINARY CONCLUSION
   [ ] Not a covered transaction — no filing
   [ ] Covered; filing voluntary
   [ ] Covered; filing MANDATORY (see separate memorandum)
   [ ] Uncertain — additional work required on [__]

9. NEXT STEPS AND TIMELINE IMPACT
   [What must happen, by when, and what it does to the deal
   calendar.]

Drafting notes.

Section 5(c) is where companies are surprised. The one-million threshold catches consumer fintech, health, fitness, dating, and location-enabled applications. Ask for the actual number, not an impression.

Section 4's "no percentage threshold" is worth stating explicitly, because deal teams reason from the 25 percent number in the mandatory test and assume it defines jurisdiction. It does not.

Section 9 is what the deal team reads. A screening memorandum that concludes "further analysis required" without saying what that does to the outside date has not done its job.

2. Mandatory filing determination memorandum

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

MANDATORY FILING DETERMINATION — Project [__]

TEST 1: SUBSTANTIAL INTEREST

A. Will the foreign person acquire 25% or more of the voting
   interest in a TID U.S. business?
   Percentage: ____%   TID status: [prong]
   [ ] Yes  [ ] No

B. Does a foreign government hold 49% or more of the voting
   interest in the foreign person, directly or indirectly?
   [Chain analysis with percentages at each tier.]
   [ ] Yes  [ ] No

C. Fund analysis, if applicable
   General partner: __________  Independent? [analysis]
   Sovereign LP interests: ____%
   Governance rights of LPs: [__]

D. Future events that could cross the threshold
   [Follow-on rights, anti-dilution, conversion features.]

TEST 1 CONCLUSION: [Mandatory / Not mandatory]

TEST 2: CRITICAL TECHNOLOGY

A. Classification
   | Item | Description | USML / ECCN | Reasons for control |
   [One row per product, software, and technology.]
   Prepared by: [export counsel]  Date: [__]

B. Relevant foreign persons
   | Person | Relationship | Voting % | Country |
   [Direct acquirer plus every person in the chain at 25%+.]

C. License determination
   For each combination of controlled item and relevant foreign
   person: would a U.S. regulatory authorization be required to
   export, reexport, transfer, or retransfer?
   [Analysis, accounting for reasons for control, license
   exceptions, and 15 C.F.R. Part 744 end-user and end-use
   controls.]

TEST 2 CONCLUSION: [Mandatory / Not mandatory]

OVERALL CONCLUSION: [__]

IF MANDATORY:
- File not later than 30 days before Closing.
- Do not close before the Committee concludes action.
- Penalty exposure for failure: up to the value of the
  transaction.

TIMELINE IMPACT: [__]

Drafting notes.

Section A of Test 2 must be prepared by export control counsel with engineering input. A classification done by deal counsel from product descriptions is not reliable and will not survive a Committee question.

Test 1 Section D matters more than it looks. A 22 percent investment with a pro rata follow-on right that would take the investor to 27 percent creates a mandatory filing on the follow-on. Address it in the investment documents.

Write this memorandum even when the conclusion is "not mandatory." It is the document you will want if a non-notified inquiry arrives.

3. Ownership chain questionnaire

CONFIDENTIAL — CFIUS OWNERSHIP INFORMATION REQUEST
To: [Acquirer]     Response required by: [date]

PART A — ENTITIES
For the acquiring entity and EVERY entity in the ownership
chain above it, up to natural persons or governments:

  1. Full legal name (and any former names)
  2. Type of entity and jurisdiction of organization
  3. Date of organization
  4. Principal place of business (address)
  5. Website
  6. Principal business activities
  7. Direct owners and their voting and economic percentages
  8. Whether any government, sovereign wealth fund, state
     enterprise, or government-affiliated entity holds any
     interest, at any tier, at any percentage — and if so, the
     details
  9. Any special rights held by any person: golden shares,
     board appointment rights, veto rights, consent rights

PART B — ORGANIZATIONAL CHART
A chart showing every entity in the chain with percentages.

PART C — FUNDS
  1. General partner / manager: name, ownership, governance
  2. Whether any limited partner has any governance right,
     advisory board seat, or right to participate in
     investment decisions
  3. Limited partners holding [__]% or more: identity,
     jurisdiction, and whether government-affiliated
  4. Advisory committee composition and authority

PART D — INDIVIDUALS
For each director, officer, and individual holding [__]% or
more in any entity in the chain, complete the attached Personal
Identifier Form.

PART E — HISTORY
  1. Prior CFIUS filings by any entity in the chain, with
     outcomes
  2. Any denial, prohibition, or mitigation in any foreign
     investment review, in any country
  3. Any export control, sanctions, customs, or security
     enforcement action, investigation, or penalty
  4. Any debarment or suspension from government contracting

Please provide responses through the secure portal at [link].
Questions to [name, contact].

Drafting notes.

Part A item 8 asks the question in the broadest terms deliberately. "Any government interest, at any tier, at any percentage" produces answers that a narrower question does not. Committee questions about undisclosed government interests are among the most damaging.

Part C is the hard part for fund acquirers. Funds are reluctant to disclose LP identities, and this is a negotiation that should happen at the term sheet, not in month three.

Part E item 2 covers foreign regimes. A prior prohibition under the UK's National Security and Investment Act is relevant and the Committee will find it.

4. Personal identifier collection notice

CONFIDENTIAL — PERSONAL INFORMATION REQUIRED FOR A
UNITED STATES REGULATORY FILING

Why you are receiving this. [Acquirer] is acquiring an interest
in a United States business. United States law requires a
filing with the Committee on Foreign Investment in the United
States (CFIUS). The filing regulations require specified
personal information for directors, officers, and individuals
holding specified interests in the acquiring group. You have
been identified as within that group.

What is required.
  - Full legal name and every other name you have used
  - Date and place of birth (city and country)
  - Country or countries of citizenship
  - National identification number(s)
  - Passport number(s), issuing country, and expiration
  - Residential addresses for the past [__] years
  - Employment history for the past [__] years, with employer
    names, positions, and dates
  - [Where required: countries visited in the past [__] years]

How your information is handled. Information filed with CFIUS
is protected from public disclosure by statute, including under
the Freedom of Information Act, and may not be disclosed
publicly except in limited circumstances specified by law. It is
transmitted through a secure government system. Within
[Acquirer] and its advisors, access is limited to [__].

Deadline. [Date]. The filing cannot be submitted until every
response is received, and the transaction cannot close until the
filing is concluded.

How to respond. [Secure portal link] or [encrypted contact].

Questions. [Name, role, contact.]

Drafting notes.

Explain the legal basis and the confidentiality protections. Individuals asked for passport numbers by a company they may barely know are reasonably cautious, and an explanation converts resistance into a scheduling problem.

Name a real person to call. Anonymous portals produce delays.

State the consequence of non-response. "The transaction cannot close" motivates in a way that a deadline alone does not.

5. Technology classification memorandum format

TECHNOLOGY CLASSIFICATION MEMORANDUM — [Company]
Prepared by: [Export control counsel]   Date: [__]
For: CFIUS mandatory filing determination

METHODOLOGY
[Who was interviewed, what documents were reviewed, what
technical materials were examined.]

CLASSIFICATION TABLE
| # | Item / family | Description | Classification | Reason(s)
    for control | Basis |
| 1 | [Part family] | [technical description] | ECCN 3A001 |
    NS, AT | [analysis and citation] |
| 2 | [Software]    | [description] | EAR99 | — | [analysis] |
| 3 | [Tech data]   | [description] | USML Cat VIII(i) | — |
    [analysis] |

TECHNOLOGY AND TECHNICAL DATA
[Separate treatment: technology and technical data are
controlled separately from the hardware, and the transfer of
technology to a foreign person — including a foreign national
employee — is a deemed export.]

ITEMS REQUIRING FURTHER WORK
[Anything unresolved, with a plan and a date.]

LICENSE DETERMINATION FOR CFIUS PURPOSES
| Controlled item | Foreign person | Country | License
  required? | Basis |

CONCLUSION FOR THE MANDATORY FILING TEST
[ ] A U.S. regulatory authorization would be required — filing
    is mandatory
[ ] No authorization would be required — filing is not
    mandatory on this test

OTHER EXPORT CONTROL ISSUES IDENTIFIED
[Deemed export exposure for foreign national employees;
existing license conditions; entity list screening; any
compliance gaps requiring separate attention.]

Drafting notes.

The final section earns its place. A classification exercise almost always surfaces export compliance issues unrelated to CFIUS — foreign national engineers with access to controlled technology, licenses with conditions nobody tracks, or screening gaps. These need separate remediation and they are better found now.

Distinguish hardware from technology and technical data. The mandatory filing test frequently turns on the technical data rather than the item.

6. Declaration outline

DECLARATION — [Transaction name]

1. TRANSACTION SUMMARY
   Parties; structure; consideration; percentages before and
   after; expected closing date; whether the filing is
   mandatory and on what basis.

2. THE U.S. BUSINESS
   Legal name, organization, ownership. Business activities.
   Products and services. Revenue. Employees. Facilities with
   addresses. Government contracts. TID status and which
   prong(s).

3. THE FOREIGN PERSON
   Legal name, organization, principal place of business.
   Business activities. Ownership chain to natural persons or
   governments, with percentages. Any government interest.
   Directors and officers.

4. RIGHTS ACQUIRED
   Percentage. Board seats and observer rights. Consent and
   veto rights. Information rights. Any involvement in
   substantive decisionmaking. Quote the relevant provisions.

5. NATIONAL SECURITY CONSIDERATIONS
   [Brief, factual, and accurate. Address the obvious question
   before it is asked: what the U.S. business does that could
   matter, and what the transaction does and does not give the
   foreign person access to.]

6. CERTIFICATIONS

Drafting notes.

Section 5 is the one that decides whether the declaration clears. A declaration that omits the obvious concern and hopes the Committee does not notice produces a request for a notice. A declaration that identifies the concern and explains why it is addressed — the data stays on U.S. infrastructure, the board designee gets aggregated reporting only — can clear.

Respect the length limits. A declaration that cannot fit is a case that needed a notice.

7. Written notice outline

JOINT VOLUNTARY NOTICE — [Transaction]

I.    INTRODUCTION AND SUMMARY
II.   THE TRANSACTION
      A. Structure and consideration
      B. Timing and conditions
      C. Rationale — why the buyer is buying
III.  THE U.S. BUSINESS
      A. Corporate organization and capitalization
      B. Business operations, products, and services
      C. Technology, with the classification memorandum
      D. Facilities, with addresses and installation distances
      E. Government contracts and classified work
      F. Data holdings: categories, volumes, storage, access
      G. Customers, including government customers
      H. Supply chain and sole-source positions
      I. Employees, including citizenship distribution
      J. Prior CFIUS history
IV.   THE FOREIGN PERSON
      A. Corporate organization and business
      B. Ownership chain, with organizational chart
      C. Government interests, at every tier
      D. Directors, officers, and key personnel
      E. Prior CFIUS and regulatory history, U.S. and foreign
      F. Rationale and plans for the U.S. business
V.    RIGHTS TO BE ACQUIRED
      [Provision by provision, quoted.]
VI.   POST-CLOSING PLANS
      Governance; integration; technology; personnel;
      facilities; data.
VII.  NATIONAL SECURITY ANALYSIS
      [Address threat, vulnerability, and consequence
      directly. Identify what the parties expect the Committee
      to focus on and address it.]
VIII. PROPOSED MITIGATION, IF ANY
IX.   CERTIFICATIONS
EXHIBITS
      Transaction documents; organizational charts;
      classification memorandum; contract list; facility list
      with distances; personal identifier forms; financial
      statements.

Drafting notes.

Section VII should not be advocacy. The Committee applies threat × vulnerability × consequence, and a section that describes the vulnerability accurately and explains what the transaction does and does not change is more credible than one that argues there is no vulnerability.

Section VIII is a real option. Proposing mitigation in the notice can shorten the process considerably where the parties know what will be required.

Consistency with Section V is checked. Every governance right in the deal documents must appear, quoted.

8. Question response protocol

CFIUS QUESTION LOG — [Transaction]

# | Date recd | Due | Question (summary) | Owner | Source of
  facts | Response date | Cross-checked against filing? |
  Follow-up?

PROTOCOL
1. Log every question the day it arrives.
2. Assign one owner. The owner is accountable for the answer,
   not for drafting it.
3. Identify the source of every fact and the person who
   verified it.
4. Draft a COMPLETE answer. If part of it requires more time,
   say so and give a date rather than answering partially.
5. Cross-check every response against (a) the filing, (b) every
   prior response, and (c) the deal documents. Log the check.
6. No advocacy. These are factual questions.
7. Circulate to both parties' counsel before submission.
8. If a question reveals a factual error in the filing, correct
   it affirmatively and immediately.

Drafting notes.

Item 8 is counterintuitive and correct. Volunteering a correction costs credibility once; having the Committee find the error costs it permanently.

Item 5's cross-check is where filings are saved. Inconsistency is the single most common cause of extended review.

9. Mitigation position paper

Prepare before mitigation is proposed.

PRIVILEGED — MITIGATION POSITIONS, Project [__]

IDENTIFIED CONCERNS (our assessment of what the Committee will
focus on):
  1. [__]
  2. [__]

MEASURES AND OUR POSITIONS

| Measure | Cost/yr | Operational impact | Position |
| Information security plan | $__ | Low | ACCEPT |
| U.S.-person-only access to [__] | $__ | Low | ACCEPT |
| Designated security officer | $__ | Low | ACCEPT |
| Network segregation | $__ | Medium | ACCEPT |
| Annual certification and reporting | $__ | Low | ACCEPT |
| Independent audit | $__ | Medium | ACCEPT with cost cap |
| Supply assurance to USG customers | $__ | Medium | ACCEPT
  with term limit |
| Government security committee of the board | $__ | High |
  RESIST — propose security officer instead |
| Restrictions on relocating production | $__ | High | RESIST
  as drafted — accept limited to controlled programs |
| Proxy or voting trust | $__ | Severe | REFUSE — outside the
  efforts covenant at § [__] |
| Divestiture of [business] | $__ | Severe | REFUSE — outside
  the efforts covenant at § [__] |

CONTRACTUAL LIMIT
The Purchase Agreement at § [__] excludes: [quote].

ESCALATION
Measures beyond the contractual limit require [buyer principal]
approval and a decision whether to terminate.

Drafting notes.

Tying each position to the efforts covenant gives counsel a principled basis for the position, which is more effective with the Committee than an unexplained refusal — and it protects the buyer's walk right.

Cost the measures before the negotiation. A buyer that accepts a measure without knowing it costs $800,000 a year has made a decision it did not understand.

10. National Security Agreement — negotiating positions

POSITIONS TO TAKE ON STANDARD NSA PROVISIONS

STANDARD:  "as approved by the Monitoring Agencies"
PROPOSE:   "consistent with the Security Plan attached as
            Exhibit A, as amended by agreement"
WHY:       Converts discretion into a standard.

STANDARD:  "shall obtain prior written approval before [__]"
PROPOSE:   "shall provide written notice not less than 30 days
            before [__]"
WHY:       Notice is administrable; approval is a veto over
            ordinary business decisions.

STANDARD:  Breach entitles the Agencies to any remedy
PROPOSE:   "Upon written notice of a breach, the Company shall
            have 30 days (or such longer period as is
            reasonably necessary if the breach cannot be cured
            within 30 days and the Company is diligently
            pursuing a cure) to cure"
WHY:       Not every deviation should be a material breach.

STANDARD:  Agreement continues indefinitely
PROPOSE:   "The Parties shall review this Agreement on the
            fifth anniversary and every third anniversary
            thereafter to determine whether any provision is no
            longer necessary"
WHY:       Concerns change; a review mechanism is achievable
            even where a sunset is not.

STANDARD:  Audits at the Agencies' discretion
PROPOSE:   "Not more than one audit per calendar year absent
            reasonable cause, by an auditor selected by the
            Company from a list approved by the Monitoring
            Agencies, at a cost not to exceed $[__] per audit"
WHY:       Uncapped audit rights are an uncapped expense.

STANDARD:  Multiple agencies with overlapping authority
PROPOSE:   "[Agency] shall serve as the lead Monitoring Agency
            and shall coordinate the positions of the
            Monitoring Agencies. The Company may rely on a
            determination of the lead Monitoring Agency."
WHY:       Inconsistent guidance from two agencies is
            unworkable.

STANDARD:  No confidentiality provision
PROPOSE:   Mutual confidentiality for the Agreement's terms and
            for information provided under it, with standard
            carve-outs
WHY:       The Agreement describes the company's security
            posture.

Drafting notes.

The notice-versus-approval trade is the highest-value change you can make. An approval right over director appointments or facility changes turns routine decisions into multi-week processes for years.

The lead-agency provision matters in multi-agency agreements, which are common where both a defense and a homeland security interest is present.

Not every position is winnable. Prioritize: cure periods, audit caps, notice-not-approval, and a lead agency are usually achievable. Sunsets and term limits usually are not.

11. Deal document provisions

CFIUS APPROVAL. "CFIUS Approval" means (a) the Parties have
received written notice from CFIUS that it has concluded all
action under Section 721 of the Defense Production Act with
respect to the Transaction and determined that there are no
unresolved national security concerns; (b) CFIUS has sent a
report to the President recommending that the President take no
action and the period during which the President may announce a
decision has expired without action; or (c) the President has
announced a decision not to take action.

EFFORTS. Each Party shall use reasonable best efforts to obtain
CFIUS Approval as promptly as practicable, including by
preparing and submitting a joint filing, responding promptly and
completely to all requests for information, and, subject to the
following sentence, offering, negotiating, and entering into
mitigation. Notwithstanding the foregoing, in no event shall
Buyer be required to (i) divest, hold separate, or agree to any
restriction on the ownership or operation of any business or
assets of Buyer or its Affiliates other than the Company;
(ii) enter into any proxy agreement, voting trust, or similar
arrangement; (iii) divest any business or asset of the Company
that generated more than $[__] of revenue in the most recently
completed fiscal year; (iv) agree to any measure that would
reasonably be expected to reduce the Company's EBITDA by more
than $[__] per year; or (v) agree to any measure applicable to
Buyer's operations outside the United States.

FILING. The Parties shall submit a [draft notice] within [30]
days of the date hereof and shall formally file within [15] days
after receiving the staff's comments. Buyer shall pay the filing
fee. Each Party shall bear its own advisor costs.

COOPERATION. Each Party shall (a) provide the other with a
reasonable opportunity to review and comment on any submission
before it is filed, except that a Party may submit
business-confidential ownership information directly to CFIUS;
(b) promptly notify the other of any communication with CFIUS;
(c) not participate in any substantive meeting or call with
CFIUS without offering the other the opportunity to attend,
except as to business-confidential information; and (d) promptly
furnish all information required for any submission.

INTERIM COVENANT. Between the date hereof and the Closing, the
Company shall not, without Buyer's consent, (a) acquire or begin
to develop any critical technology not identified on Schedule
[__]; (b) enter into any classified contract; (c) relocate any
facility; or (d) materially change the categories or volume of
sensitive personal data it maintains.

OUTSIDE DATE. [Date, 9-12 months], provided that if CFIUS
Approval is the only condition not satisfied, either Party may
extend the Outside Date by [90] days, on up to [two] occasions.

REVERSE TERMINATION FEE. If this Agreement is terminated
because (a) the President prohibits the Transaction, or (b) the
Outside Date passes with CFIUS Approval not obtained and Buyer
has complied with its obligations under [Efforts], Buyer shall
pay Seller $[__].

Drafting notes.

The efforts covenant's list is the provision that matters. Objective, enumerated limits let the buyer refuse a measure without breaching, and give it a walk right it actually paid for. "Burdensome condition" undefined does neither.

The interim covenant is underused. A target that takes on a new classified contract mid-review changes the filing and can restart the analysis.

The extension mechanism prevents a pull-and-refile from breaching the outside date, which is otherwise a routine occurrence that produces a contract crisis.

12. Non-notified inquiry response framework

DAY 1
[ ] Engage CFIUS counsel. Do not respond substantively.
[ ] Litigation hold: the transaction, diligence, any CFIUS or
    export analysis, board materials, and communications.
[ ] Identify the deal team and preserve their files.
[ ] Notify insurers if a policy may respond.

DAYS 1-5
[ ] Locate any contemporaneous CFIUS analysis. If one exists
    and was reasonable, it is valuable.
[ ] Confirm the transaction facts: date, structure,
    percentages, rights obtained.
[ ] Determine the U.S. business's TID status AT THE TIME.
[ ] Preliminary view: was the transaction covered?

DAYS 5-15
[ ] Complete the mandatory-filing analysis as of the
    transaction date, on both tests.
[ ] If mandatory: assess penalty exposure (up to transaction
    value) and evaluate voluntary disclosure with counsel.
[ ] Assemble the ownership chain and business record as if
    filing.
[ ] Draft the response.

RESPONSE PRINCIPLES
- Prompt, complete, accurate.
- Do not litigate the jurisdictional threshold unless the
  transaction was plainly outside it.
- Correct any prior inaccuracy affirmatively.
- Prepare the client for the possibility of a required filing
  and mitigation on a closed transaction.

POSSIBLE OUTCOMES
[ ] Not a covered transaction
[ ] Covered; no further action
[ ] Request to file a notice
[ ] Unilateral review initiated

13. Post-closing compliance calendar

NSA COMPLIANCE CALENDAR — [Company]
Compliance Officer: __________  Backup: __________
Lead Monitoring Agency: __________  Contact: __________

RECURRING
_______ Quarterly compliance report due (Q1/Q2/Q3/Q4)
_______ Annual certification due, signed by [officer]
_______ Annual training for covered personnel
_______ Annual security plan review and update
_______ Independent audit (if required), scheduled by ______

NOTICE TRIGGERS — who must tell Legal, and when
  HR .............. any change in directors or officers
                    covered by the Agreement — before it occurs
  Facilities ...... any relocation, closure, or new site
  Product ......... any new product line, or any new
                    technology within the controlled scope
  Corp Dev ........ any change in ownership of any Party
  IT .............. any change to the segregated network or
                    access controls
  Contracts ....... any new government or classified contract
  Legal ........... any breach, suspected breach, or inquiry

EVIDENCE MAINTAINED FOR EACH OBLIGATION
  Obligation | Evidence | Location | Owner | Last verified

ANNUAL REVIEW
[ ] Every obligation mapped to an owner and current evidence
[ ] Personnel changes reflected in access lists
[ ] Training records complete
[ ] Reporting delivered and acknowledged
[ ] Any new investment or change in rights analyzed for a NEW
    CFIUS question — clearance covers only the transaction as
    described

Drafting notes.

The notice-trigger table is the operative page. The people who cause a reportable event — HR appointing a director, facilities signing a lease — are not the people who read the agreement. Give them a one-line rule.

"Last verified" in the evidence table is what makes an annual certification honest. An officer signing a certification should be able to see, in one place, the evidence supporting every obligation.

Related documents

This toolkit is general information, not legal advice, and does not create an attorney-client relationship. Regulatory requirements change; confirm current thresholds, installation lists, excepted state designations, and filing fees before relying on any template here.