AI-Powered M&A Due Diligence
An additive intelligence layer alongside Intralinks, Datasite, and Firmex. Keep your VDR. Add the noise cancellation. Lawyers read only the things that matter.
Institutional-grade AI analysis for PE firms and M&A advisors.
Surface contract risks across entire portfolios before closing.
Sovereign architecture. Documents route to dedicated infrastructure under our exclusive control via secure tunnel. Enterprise AI at small-firm prices.
The 3-day timeline is a function of deal complexity, not document count. Document thresholds are current optimal targets on today's Apple Silicon, not hard limits. BD can confidently say yes to 2,500-doc deals and talk honestly about where the envelope extends.
Sweet Spot
Single-jurisdiction, single-asset acquisition. Standard M&A document stack. Doc count is typically 1,000 to 5,000 on today's hardware. 3-day turnaround is the engineered floor for this profile.
Extended Envelope
Multi-asset or multi-jurisdiction deals with localized regulatory review and non-standard IP. Current optimal target 5,000 to 10,000 documents. Timeline extends to 4-5 days. Still dramatically faster than the 3-week cloud baseline.
Modular
Deals at 5,000-plus documents land here. The deal team prioritizes the highest-risk jurisdictions or contracts for tranche 1, gets the AI-graded risk shortlist back inside the 3-day window, while the dedicated infrastructure chews tranche 2. Three tranches of approximately 5,000 docs each. Three days per tranche. Mega deals captured without breaking the speed promise.
Walk-Away
Consortium-structured mega-deals with dozens of jurisdictions and 50-plus concurrent advisors on a shared room. If the Modular tier cannot reach the deal in three tranches, ask about the Modular pilot first; otherwise we will say so up front.
Document thresholds reflect current Apple Silicon capacity. Next-generation hardware will extend these envelopes. We publish them so BD can pitch with numbers, not hope.
Move the sliders. The profile updates live. BD pitches with numbers, not hope.
Total documents across the deal room.
Number of legal jurisdictions in scope.
External counsel + bankers + accountants on the room.
SWEET SPOT
Honest hour range: 56 to 72 hours from tunnel ingestion to partner-ready risk shortlist.
Recommendation: DATAROOM is the right tool for this profile. BD can quote a 3-day window with confidence.
Profile thresholds reflect current Apple Silicon capacity. Republished quarterly. Modular and Walk-Away tiers are honest, not aspirational.
Your firm has 10 years of muscle memory in Intralinks, Datasite, or Firmex. Mid-deal is the worst possible moment to break that. DATAROOM does not ask you to.
The VDR Stays
Your existing VDR remains the system of record for document storage, permissioned access, e-discovery hold, and counterparty Q&A. No migration. No retraining. No surprise to outside counsel.
DATAROOM Filters
DATAROOM ingests a read-only mirror of the deal-room contents through the customer-scoped tunnel and surfaces the 50 documents the partner actually has to read. The VDR holds the full set. The dedicated infrastructure picks the signal out of the noise.
The Lawyer Wins
Premium headphones do not replace your phone. They upgrade the experience. DATAROOM upgrades legal review without forcing a platform migration. The mandate ships on the schedule the partner committed to.
"Trojan horse in reverse. The deal data never enters a multi-tenant cloud. The intelligence comes to the data inside the customer-scoped tunnel."
Closing partners and clients see a live, phase-by-phase progress dashboard inside the deal-room UI. No "is the AI still chewing" guesswork. No mid-window status emails to the technical lead.
Project Atlas · Single-Asset Mid-Market
Hour 38 of 72 · on track for 3-day close
Phase 1 · Document Ingestion (Hours 1-4)
Complete · 2,143 docs
Phase 2 · AI Risk Sorting (Hours 5-24)
Complete · 187 flagged for partner review
Phase 3 · Partner Review (Hours 25-72)
In progress · 92 of 187 reviewed
Critical-Risk Findings
7 flagged
Materiality Threshold
$2.5M / 5% revenue
Projected Close
Hour 68 · ahead of plan
The dashboard is read-only outside the firm. Closing partners can share a redacted view with the client (phase progress, ETA, no document content) so the deal team is not the bottleneck on status updates.
73% of PE firms cite due diligence as their biggest deal bottleneck. Here's why.
1,000+ contracts per acquisition. Junior associates drowning in documents while senior partners wait for answers that should take hours, not weeks.
Change of control clauses buried on page 47. Customer contracts with assignment restrictions. The risks that kill deals after LOI.
Different analysts flag different issues. Without standardized playbooks, you're gambling that nothing slips through the cracks.
PE-grade due diligence, delivered in hours.
Upload entire data rooms. Our AI processes 1,000+ contracts in parallel, flagging change of control, assignment, and termination risks.
Pre-built playbooks for Change of Control, Customer Risk, IP Review, Employment, and MAC clauses. Your firm's standards, automated.
Executive summaries for IC. Detailed findings for legal. Everything your deal team needs to make the call.
Every DATAROOM analysis hunts for these. Click any row for the plain-English explanation your analysts will appreciate and your partners will actually read.
Permits a counterparty to terminate, renegotiate, or accelerate obligations when ownership of the target company changes. Typical in customer contracts, supplier agreements, and licensing deals.
A buried change-of-control clause in the target's top-5 customer contract can evaporate 20% of post-close revenue. DATAROOM flags every one during diligence, before the LOI gets signed.
Prohibits the transfer of a contract to a new owner without the counterparty's consent. May require written approval, impose fees, or allow outright termination.
If your target's material contracts are non-assignable, the deal structure (asset vs. stock) changes and your consent-gathering timeline explodes. DATAROOM surfaces the full list on day one of diligence.
Requires one party to fully compensate the other for losses without a cap on dollar exposure. Often tied to IP infringement, data breach, or regulatory violations.
Uncapped IP indemnities have cost acquirers nine-figure settlements years after close. DATAROOM tags every indemnity by category, cap status, and survival period so your deal lawyers can model real exposure.
Material Adverse Change / Effect language allows a party to walk from the deal (or renegotiate) if a defined bad thing happens between signing and closing. Wording here is everything.
The difference between "material and adverse" and "would reasonably be expected to result in a material adverse effect" is billions of dollars of litigation. DATAROOM extracts the exact MAC language from every target agreement so deal counsel can benchmark it fast.
Identifies contracts representing disproportionate revenue and surfaces any non-compete, exclusivity, or most-favored-nation terms that restrict the combined entity's go-to-market.
A customer contributing 18% of revenue with an exclusivity clause tied to "existing geographies" can freeze your entire expansion thesis. DATAROOM cross-references the customer ledger with contract terms automatically.
Scans contractor, employment, and advisor agreements for missing or defective IP assignment language. Flags open-source license obligations, joint-development carve-outs, and moral rights waivers.
A single senior contractor who never signed an IP assignment can cloud title on the target's core product. DATAROOM catalogs every contributor agreement so your diligence team knows exactly what the target owns before closing.
We hear this question a lot. Here's why browser AI is a liability waiting to happen.
Browser AI sends your client's contracts to third-party servers. Every NDA, every M&A document, every settlement agreement - sitting on someone else's cloud.
When opposing counsel asks in discovery "Did you share privileged documents with third parties?" - what's your answer?
Our system keeps data on YOUR infrastructure. That's privilege protection.
Browser AI chat history disappears. When the bar or a client asks what AI reviewed their documents and what decisions were made - do you have receipts?
ABA Formal Opinion 512 requires you to understand where client data goes and maintain oversight of AI tools.
We log every action, every AI output, every human decision with timestamps. Full compliance documentation.
Browser AI gives answers. When the AI misses something and you get sanctioned, whose fault is it? You can't blame ChatGPT in court.
Those "AI does it all" tools are selling you liability. We're selling you protection.
AI flags, humans decide. Every finding is verified before delivery. That's what ABA 512 actually requires.
Source: LawGeex AI Contract Review Study
When you send contracts for "AI analysis," do you know what's actually reviewing them?
Industry reports have revealed that some legal AI companies use humans to perform work advertised as AI-powered. Employees have publicly described reviewing contracts that clients believed were AI-processed.
We built NO HUMAN NEARBY differently.
Genuine AI analysis, not humans pretending. No black boxes. No surprises.
Your documents are processed on our infrastructure. No OpenAI. No Azure. No third-party cloud.
No humans reading your privileged documents behind the scenes. When we say AI, we mean AI.
100% AI. 0% Humans Behind the Curtain.
Send your contract via secure portal
28+ formats supported
AI scans for 50+ risk factors in under 5 minutes
Human expert verifies findings and flags priorities
Receive executive PDF report within 24 hours
Both incumbents are storage products with compliance layers. DATAROOM is a sovereign AI analyst. Here's the feature-by-feature read.
| Capability | DATAROOM | Intralinks | Firmex |
|---|---|---|---|
| Local AI contract analysis | ✓ | ✕ | ✕ |
| MNPI never leaves firm infrastructure | ✓ | ✕ cloud-hosted | ✕ cloud-hosted |
| Zero third-party AI inference calls | ✓ | partner AI add-ons | partner AI add-ons |
| Automated deal-killer clause extraction | ✓ 50+ categories | ✕ | ✕ |
| Bulk contract parsing (1,000+ documents) | ✓ parallel | manual tagging | manual tagging |
| Virtual data room file hosting | ✓ | ✓ | ✓ |
| Granular user permissioning & audit log | ✓ | ✓ | ✓ |
| Q&A workflow | ✓ AI-assisted | ✓ | ✓ |
| Deal team pricing model | ✓ flat monthly | per-page | per-page |
| Founder license / equity stake available | ✓ | ✕ | ✕ |
The incumbents solved document hosting fifteen years ago. DATAROOM solves what's actually in the documents - the layer your associates bill four hundred dollars an hour to read through.
Competitor capabilities based on publicly available product documentation as of April 2026. Feature parity changes regularly; confirm current offerings with each vendor.
Associates care about the 3 days vs 3 weeks. Senior partners care about one thing: what happens when the firm gets breached. The honest answer matters.
"True data sovereignty is mathematically superior to a legal contract saying we will pay you if we get hacked."
An indemnification clause is a promise. Sovereign inference on dedicated infrastructure under our exclusive control is a physical fact. One survives a lawsuit. The other survives a breach. A senior partner evaluating risk does the math without having to be told what to conclude.
Contractual Remedy
Documents sit on a third-party cloud. A breach happens. The firm sues the vendor under an indemnification cap. Months of litigation, reputational damage, client defections.
The lawsuit might win. The damage is already done.
Mathematical Impossibility
Documents never leave the firm. The third-party cloud breach fact pattern cannot arise because there is no third-party cloud in the diligence workflow.
The vault in your basement does not evaporate.
AI is noise cancellation. The lawyer reads only the things that matter. The shield is the architecture. The speed is the bonus.
Active State Ephemeral Storage closes the physical-access window during the 6 to 9 month deal between deployment and the NIST eight hundred dash eighty eight wipe at decommission. If the case is unplugged, the keys evaporate.
"It takes the cutting-edge capability of large language models and traps it behind the heavy, tangible security of a physical locked door."
Every document on the dedicated infrastructure is encrypted at rest. The decryption key is never permanently stored alongside the data. It lives strictly on a hardware token (YubiKey-class) on a lanyard around the lead counsel's neck, on the firm's side of the secure tunnel. The dedicated infrastructure requires a continuous cryptographic handshake with the token to keep the deal-room session unsealed. Pull the token, and terabytes of M&A data become cryptographic dust until the token is reauthenticated.
Stage 1 · At Rest
Every borrower submission, every counterparty draft, every memo lives on the customer-scoped dedicated infrastructure encrypted with AES-256-GCM. The drive is a vault; the dedicated infrastructure is the safe; the lanyard token is the key.
Stage 2 · Hardware Token
FIDO2 + WebAuthn-compatible hardware token, lead counsel-issued, custody documented in the firm's vendor-management binder. Token is the only place the unwrap key lives. Lose the token, the dedicated infrastructure can no longer unseal the deal-room data; reissue procedure is in the IT Approval Kit.
Stage 3 · Continuous Handshake
The dedicated infrastructure and the lead counsel's lanyard token complete a fresh challenge-response every 90 seconds across the secure tunnel. Token absent for two missed heartbeats, the active-memory keys are dumped and the customer-scoped data store seals itself. The 6-to-9-month deal window stops being a 6-to-9-month live-key exposure.
Stage 4 · Tunnel Severed
If the lead counsel's lanyard goes silent for two heartbeats, the keys are gone within three minutes. The customer-scoped capacity holds encrypted bricks. The decryption key remains physically with the lead counsel, on a person, never co-located with the data store.
"When you build a vault, the sheer weight of the doors should not be what keeps the owner out. It should be exactly what lets them sleep at night."
DATAROOM customers do not receive hardware. No Pelican, no appliance, no rack. We own and operate the dedicated infrastructure ourselves. The deal team connects via secure outbound tunnel from authorized workstations. Standard SOC 2 reviews clear in a single meeting.
Provision
On contract signing, NHN provisions a customer-scoped slice of the dedicated infrastructure under our exclusive control. Capacity is hardware-isolated from every other deal team. Tenancy is enforced at the silicon, not the contract.
Connect
A single outbound port 443 connection from authorized workstations to diligence.nohumannearby.com, mTLS pinned, customer-scoped credentials. No inbound port, no DMZ, no VPN appliance, no firm-side hardware. Procurement classifies it as a SaaS-like outbound connection, not a server install.
Decommission
At deal close, NHN executes NIST SP eight hundred dash eighty eight Purge on the customer-scoped slice: master-key destruction wipes the storage in under 30 seconds. Certificate of Destruction lands in the firm's archive same week.
Disconnect
When the deal closes, customer credentials are revoked and the tunnel goes silent. No procurement fight, no asset-disposal RFP, no return shipping. The architectural opt-out leaves the firm the same way it arrived: no firm-side asset to dispose of.
"You don't tear down your house and rebuild the entire plumbing system from scratch. You attach a highly specialized water filtration system to the main line."
DATAROOM is a noise-cancellation layer routed adjacent to the firm's existing VDR. Procurement classifies the spend as recurring OpEx subscription, not capex hardware. The dedicated infrastructure stays on No Human Nearby's books, customer-scoped at the silicon. Recurring OpEx, full stop.
Until the Intralinks connector ships in Q3 2026, manual export-and-ingest is the only path for legacy VDR contents. The Concierge turns that path from a chore into a certified ritual, executed remotely against the customer-scoped tunnel.
Path A · Concierge Tunnel Session
A 90-minute scheduled session walks the firm's IT lead through tunnel provisioning, lanyard-token pairing, network egress validation, and initial massive ingestion against the firm's internal VDR export. The Sovereign Escrow Runbook is the live script. NHN sees zero document content; the customer-scoped capacity sees the documents.
Best for: first-deal deployments at firms new to sovereign AI architecture.
Path B · Self-Serve With Runbook
Firms with a strong internal IT team work through the Sovereign Escrow Runbook on their own clock. Each step has a signed attestation that lands in the firm's vendor-management binder. NHN reviews the attestations and counter-signs within one business day.
Best for: firms with strong internal IT that prefer asynchronous deployment.
Path C · Q3 2026 Connector
Once shipped in Q3 2026, the Intralinks Interop connector pulls a read-only mirror of the deal-room contents into the customer-scoped capacity over outbound HTTPS using a scoped service account. No lawyer ever clicks "upload." Datasite, Firmex, and Merrill follow on the same connector pattern.
Status: in development. Concierge is the bridge until then.
Sovereign Escrow Runbook
Procurement-ReadyThe Sovereign Escrow Runbook is the firm IT lead's deployment script. Each step produces a signed attestation that lands in the firm's vendor-management binder. The runbook converts tunnel provisioning from a procurement abstraction into a certified ritual.
"When you build a vault, the sheer weight of the doors should not be what keeps the owner out. It should be exactly what lets them sleep at night."
Compliance Workflow Integration
E-discovery integration, first-pass privilege flagging (never the final log), per-decision audit trails admissible under FRE 901 / 902(13), SEC / FCA / FINRA recordkeeping alignment, and GDPR-clean cross-border posture. The General Counsel's questions are pre-answered.
Intralinks Interop POC
The customer-scoped capacity pulls a read-only mirror of the Intralinks deal room over outbound HTTPS using a scoped service account. Bilateral audit trail. Zero net new attack surface. Datasite, Firmex, and Merrill on the roadmap. No lawyer ever clicks "upload."
The senior partner's question is not "is this vendor ISO 27001 certified." The question is "what if you disappear before this deal closes." The answer is structural, not contractual.
"True data sovereignty is mathematically superior to a legal contract saying we will pay you if we get hacked."
Indemnification is a promise. The five locks below are physical, contractual, and operational facts that survive the failure of any single party, including the primary escrow agent and No Human Nearby itself.
Lock 1 · Escrow Sunset
Quarterly deposits with Iron Mountain (Delaware-domiciled, primary), NCC Group, Codekeeper, or qualified IP escrow counsel. Five named trigger events release the deposit to active customers under a royalty-free internal-use license.
Triggers: 30-day heartbeat failure, dissolution, founder incapacitation, written sunset, acquisition poison-pill firing.
Lock 2 · Dual Escrow Covenant
A second escrow agent (Swiss IP trust or Channel Islands trust company), geographically and corporately distinct from Iron Mountain, holds an identical quarterly deposit. The second agent is legally bound to activate if the primary agent faces a corporate event, systemic breach, or US-jurisdiction legal freeze.
Single point of failure removed. Procurement teams that flag Iron Mountain as the weakest link get the architectural answer.
Lock 3 · IP Covenant
The AI-Training-Rights prohibition, the local-only architecture commitment, and the customer release license are recorded against the DATAROOM IP itself. Any acquirer inherits the covenant. They cannot waive it; they bought encumbered IP.
Lock 4 · Acquisition Poison Pill
Acquisition by a cloud-AI incumbent (OpenAI, Anthropic, Google, AWS, Microsoft) or a cloud-VDR vendor (Intralinks, Datasite, Firmex, Merrill) automatically fires the escrow release and freezes existing deployments as functional orphans.
The pitch cannot be acquired and pivoted. The structural defense survives M&A.
Lock 5 · Bus-Factor Operational
Even before any escrow release, the Failsafe Activation Continuity Plan provides read-only access to in-flight diligence reviews during the transition window. Both legs of the dual-jurisdiction escrow release source, infrastructure recipes, and cryptographic keys; customer-provisioned independent operation completes inside 60 days. Continuity is mechanical, not a verbal promise.
The vault in your basement does not evaporate.
Most PE deals stall on one question: "Is this vendor cleared by our IT team?" We pre-filled the paperwork so yours is a short meeting.
A pre-completed security questionnaire, architecture overview, data-flow diagram, and FAQ covering every question a CISO has ever asked us. Hand it to your IT team, clear vendor review in one pass.
Three tiers. Pick the one that matches your firm. Procurement cross-verifies pricing - what you see here is the only authoritative quote.
Solo
$499/month
Team
$1,999/month
Firm
$4,999/month
Pricing Transparency Lock
No quote-based discounts. No procurement-only price list. The Solo / Team / Firm rates above are the only authoritative quote, and they appear nowhere except on this page and inside Stripe.
Older marketing assets that referenced "$5,000/month flat" are retired. The current pricing is the tiered structure above plus the founder ladder below. The all-in cost lives on this page.
Flex License Add-On
New In v7Solo / Team / Firm tiers map poorly to actual M&A staffing reality. Tax advisors land on the deal at hour 36. Foreign counsel reads in at week 2. The Flex License Add-On lets a Team-tier subscriber provision short-term guest passes from inside the deal-room dashboard without forcing a tier upgrade and without sharing logins.
3-Day Guest Pass
$199 / pass
For parachute-in advisors on a single closing window. Auto-expires at hour 72. Single named user, audit-ready.
7-Day Guest Pass
$399 / pass
For tax counsel, foreign-jurisdiction counsel, or sub-advisor reviewing across a deal week. Auto-expires at hour 168.
10-Pack Bundle
$1,499 / bundle
Ten 3-day passes pre-paid. ~25% bundle discount. Most active deal teams use this. Passes draw down individually as the deal team provisions them.
Audit-ready chain of custody: every guest pass is provisioned with a single named user. No shared logins, no shared seats. Every analytical decision the guest user makes is captured under their identity in the same FRE 901 / 902(13)-admissible audit log the Team subscriber writes to. The Compliance Workflow Integration spec covers the full mechanics.
Once they're gone, it's full price. Lock in your rate before the next tier fills.