Due diligence

Checklist by document type

Type	Extract
MSA	parties, term and renewal, termination rights, liability cap, indemnities, IP ownership, assignment, governing law
SaaS	term and renewal, service levels and remedies, data protection terms, liability cap, change of control, assignment
Lease	term, rent and review, break clauses, repair obligations, alienation, service charge
Employment	role, notice, restrictive covenants (length, scope), IP assignment, garden leave
SPA	price mechanics, escrow or retention, conditions, warranty survival, liability limits, restrictive covenants
Supply	exclusivity, pricing (most-favoured-customer), term, liability, change of control, assignment
DPA	subprocessors, breach notice, transfers, audit, deletion
NDA	term, residuals, non-solicit, governing law
Consulting	IP ownership, payment terms, termination, liability

Red flags

Flag	Rule	Severity
Uncapped liability	No cap, or a cap stated as unlimited	high
Change of control	A counterparty's consent or termination right on a change of control	high
Exclusivity	Any exclusivity or non-compete binding the target	medium; high if 3 years or more
Assignment	Assignment only with consent, in a deal that needs a transfer	medium
Non-compete	Longer than 12 months	medium
IP ownership	IP in work product stays with a contractor or consultant	high
Escalation	Rent or price escalation above 5% per year	medium
Repair	A tenant liable for structural repairs	medium
Missing DPA	Personal data processed and no data processing terms anywhere in the data room	high; medium when a stand-alone DPA between the same parties is in the room but not attached as the schedule

Every red flag names the document and cites the clause. A flag you cannot cite is not a flag.

Cross-references: resolve before you call a document missing

A contract often defines another agreement by name: "the Main Agreement", "Schedule 3", "the Disclosure Letter". Before a report says that agreement is missing:

1. Read the definition (search for the defined name; read the defining clause).
2. Match it against every document in the data room by type, parties and date.
3. A match is in the data room: name it by filename and cite the definition. Example: a DPA that defines "the Main Agreement" as the SaaS agreement between the same two parties points at the SaaS agreement in the room.
4. Only when nothing matches, list it under Gaps as "not in the data room", with the citation of the clause that refers to it.

The report (reduce run)

Sections in this order: Overview, Commercial terms, Liability and risk allocation, Change of control and assignment, Employment and IP, Property, Data protection, Gaps. Each section body cites with /cite? links. red_flags lists each flag once.