M&A Due Diligence | NO HUMAN NEARBY

Deal Complexity, Not Deal Size

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-Asset Mid-Market

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 Cross-Jurisdiction

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.

Walk-Away

Multi-Jurisdiction Consortium Mega-Deal

Consortium-structured mega-deals with dozens of jurisdictions and 50-plus concurrent advisors on a shared room. Honest answer today: DATAROOM is not the right tool for this complexity tier. We 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.

See The 3-Day Anatomy →

Where Does Your Deal Land On The Honest Map?

Move the sliders. The profile updates live. BD pitches with numbers, not hope.

Document count 2,000

Total documents across the deal room.

Jurisdictions 1

Number of legal jurisdictions in scope.

Concurrent advisors 3

External counsel + bankers + accountants on the room.

SWEET SPOT

Single-asset, single-jurisdiction. 3-day turnaround is the engineered floor.

Honest hour range: 56 to 72 hours from appliance 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. Walk-Away tier is honest, not aspirational.

An Additive Layer, Not A Rip-And-Replace

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

Intralinks Keeps Doing Its Job

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

Noise Cancellation On Top

DATAROOM ingests a read-only mirror of the deal-room contents and surfaces the 50 documents the partner actually has to read. The VDR holds the full set. The appliance picks the signal out of the noise.

The Lawyer Wins

Premium Headphones, Not A New Phone

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 leaves the firm. The intelligence comes to the data."

The Deal Team Watches Progress In Real Time

Closing partners and clients see a live, phase-by-phase progress dashboard inside the appliance 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.

Read The Hour-By-Hour Anatomy →

The Clauses That Kill Deals

Every DATAROOM analysis hunts for these. Click any row for the plain-English explanation your analysts will appreciate and your partners will actually read.

⚠

Change of Control The clause that re-prices your deal after LOI.

▼

What It Does

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.

Why It's A Killer

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.

In the event of a Change of Control, Customer may terminate this Agreement upon thirty (30) days written notice without penalty.

🔒

Assignment Restrictions Contracts that refuse to come with the company.

▼

What It Does

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.

Why It's A Killer

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.

Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party, which consent may be withheld in such party's sole discretion.

💣

Uncapped Indemnification Open-ended liability that survives the closing.

▼

What It Does

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.

Why It's A Killer

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.

Seller shall indemnify Buyer for all losses arising from infringement claims, without limitation and without regard to the Cap set forth in Section 9.2.

🚪

MAC / MAE Clauses The escape hatch either side can reach for.

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What It Does

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.

Why It's A Killer

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.

If any event, change, occurrence or state of facts that has had or would reasonably be expected to have a Material Adverse Effect occurs prior to Closing, Buyer may terminate this Agreement.

👥

Customer Concentration & Non-Compete The revenue cliff hiding in 3 contracts.

▼

What It Does

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.

Why It's A Killer

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.

During the Term, Supplier shall not directly or indirectly solicit, sell to, or service any Customer of Buyer in the Restricted Territory.

🧠

IP Assignment Gaps The code your target doesn't actually own.

▼

What It Does

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.

Why It's A Killer

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.

Consultant shall retain ownership of all Work Product created under this Agreement. Company is granted a non-exclusive, perpetual license...

Why Not Just Use ChatGPT?

We hear this question a lot. Here's why browser AI is a liability waiting to happen.

🔐

Where Does Your Data Go?

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.

📋

Where's Your Audit Trail?

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.

👤

Where's Your Human Approval?

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

Real AI - Platinum circuit brain representing genuine artificial intelligence

Real AI. Really Local.
Really Private.

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.

Verifiable AI Model

Genuine AI analysis, not humans pretending. No black boxes. No surprises.

Local Processing

Your documents are processed on our infrastructure. No OpenAI. No Azure. No third-party cloud.

Zero Human Reviewers

No humans reading your privileged documents behind the scenes. When we say AI, we mean AI.

100% AI. 0% Humans Behind the Curtain.

DATAROOM vs. Intralinks vs. Firmex

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.

See How M&A Firms Win Mandates With DATAROOM →

Senior Partners Buy The Shield, Not The Speed

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. Local inference on a firm-owned appliance 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

The Cloud Vendor Model

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

The DATAROOM Model

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.

The Appliance Ships As A White-Glove Service

The Pelican case, the chain of custody, the cryptographic wipe, the prepaid return - this is not IT overhead the firm has to absorb. It is a curated VIP service designed to land on the dock and disappear once the deal closes.

Outbound

Tamper-Evident Pelican 1560

Iron Mountain Secure Transport (or equivalent). Continuous signature chain of custody on the Bill of Lading. The case arrives sealed; the seal is broken in front of IT.

Install

Wall Power, A Network Cable, Done

No data-center build-out. No GPU procurement cycle. Standard wall power, standard ethernet jack. CISO-approved network placement documented in the IT Approval Kit. Operational within an afternoon.

Decommission

NIST SP 800-88 Cryptographic Wipe

FileVault master-key destruction wipes the device to NIST SP 800-88 Purge in under 30 seconds. Or certified physical destruction with a Certificate of Destruction in the firm's archive. Either path leaves zero recoverable data.

Return

Prepaid Return Shipping

Pelican goes back the way it came. Shipping label is in the original kit. No procurement fight, no asset-disposal RFP. The case leaves the firm the same week the deal closes.

"The Pelican case is not the procurement question. The Pelican case is the answer to the procurement question."

The CapEx-vs-OpEx confusion that surfaces when hardware lands on the dock evaporates once procurement sees the chain-of-custody documentation: the appliance is leased recurring service, the firm never owns the hardware, the asset stays on No Human Nearby's books. Recurring OpEx, full stop.

One Continuity Guarantee, Four Locked Doors

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 four locks below are physical, contractual, and operational facts that survive the failure of any single party - including No Human Nearby itself.

Lock 1 · Escrow Sunset

Source Code In Escrow

Quarterly deposits with Iron Mountain, 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 · IP Covenant

The Covenant Runs With The IP

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 3 · Acquisition Poison Pill

Cloud-AI Acquirers Trigger Sunset

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 4 · Bus-Factor Operational

Local Workflow Survives The Vendor

Even before any escrow release, the appliance keeps running on firm-owned hardware behind the firm's firewall. The diligence workflow does not pause if NHN goes dark on a Tuesday. Continuity is the default state, not the recovery state.

The vault in your basement does not evaporate.

Read The Full Continuity Guarantee →

Investment

Three tiers. Pick the one that matches your firm. Procurement cross-verifies pricing - what you see here is the only authoritative quote.

Monthly Annual (save 16%)

Solo

Single Partner Or Counsel

$499/month

✓ One named partner / counsel seat
✓ Unlimited deals on the appliance
✓ Sweet-spot deal complexity (1k-5k docs)
✓ Standard support, business hours

Inquire

Deal Team Up To 10 Seats

$1,999/month

✓ Up to 10 deal-team seats
✓ Unlimited deals, unlimited document volume
✓ Extended-envelope deals (5k-10k docs)
✓ Priority support + onboarding session

Inquire

Firm

Firmwide, Multiple Concurrent Deals

$4,999/month

✓ Unlimited firmwide seats
✓ Multiple concurrent appliances supported
✓ Quarterly architecture review with NHN
✓ Named technical liaison + 24/7 support

Inquire

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.

AVAILABLE NOW

Early Adopter Tier

$4,990/yr

$1,449/yr

Save 71%

24 of 24 spots left

When this tier sells out, price increases to $1,849/yr

✓ Unlimited deals

✓ AI document analysis

✓ Risk scoring & flagging

✓ Deal pipeline tracking

✓ Playbook comparison

✓ Data never leaves your machine

✓ Sovereignty Badge for your deal-room trust page

Display this on your deal-room trust page. Targets and LPs see sovereign AI proof.

CLAIM YOUR DATAROOM FOUNDER LICENSE

0 founders have already secured their license

Deal Review in Hours,Not Weeks

Deal Complexity, Not Deal Size

Single-Asset Mid-Market

Multi-Asset Cross-Jurisdiction

Multi-Jurisdiction Consortium Mega-Deal

Where Does Your Deal Land On The Honest Map?

Single-asset, single-jurisdiction. 3-day turnaround is the engineered floor.

An Additive Layer, Not A Rip-And-Replace

Intralinks Keeps Doing Its Job

Noise Cancellation On Top

Premium Headphones, Not A New Phone

The Deal Team Watches Progress In Real Time

The Due Diligence Bottleneck

Data Room Overload

Hidden Deal Killers

Inconsistent Coverage

The NO HUMAN NEARBY Advantage

Bulk Contract Analysis

M&A-Specific Playbooks

Deal-Ready Reports

The Clauses That Kill Deals

Why Not Just Use ChatGPT?

Where Does Your Data Go?

Where's Your Audit Trail?

Where's Your Human Approval?

Real AI. Really Local.Really Private.

Verifiable AI Model

Local Processing

Zero Human Reviewers

How It Works

Upload

Analysis

Review

Deliver

DATAROOM vs. Intralinks vs. Firmex

Senior Partners Buy The Shield, Not The Speed

The Cloud Vendor Model

The DATAROOM Model

The Appliance Ships As A White-Glove Service

Tamper-Evident Pelican 1560

Wall Power, A Network Cable, Done

NIST SP 800-88 Cryptographic Wipe

Prepaid Return Shipping

DATAROOM Plays Inside Your Compliance Stack

Read-Only Mirror. No Migration.

One Continuity Guarantee, Four Locked Doors

Source Code In Escrow

The Covenant Runs With The IP

Cloud-AI Acquirers Trigger Sunset

Local Workflow Survives The Vendor

Clear The Procurement Hurdle

IT Approval-in-a-Box Kit

Investment

Single Partner Or Counsel

Deal Team Up To 10 Seats

Firmwide, Multiple Concurrent Deals

234 Founder Licenses.That's It.

Supported File Formats

Documents

Spreadsheets & Presentations

Email & Archives

Scanned Documents (OCR)

Deal Review in Hours,
Not Weeks

Real AI. Really Local.
Really Private.

234 Founder Licenses.
That's It.