# Due Diligence Data-Room Index Template A standard index for organising a legal due diligence data room, whether you are the seller preparing it or the buyer's counsel requesting it. Copy the structure, delete what does not apply to the target, and number every document against it before the first reviewer logs in. A consistent index does three jobs at once: it tells the seller what to collect, it tells reviewers where to look, and it gives the final report a reference for every finding. ## How to use this index - **Number folders and documents.** Use the section number as a prefix (for example 4.2.3 for the third document in commercial contracts with customers). Findings and Q&A then cite a stable reference instead of a file name. - **One document, one place.** If a document belongs in two sections, file it once and add a cross-reference note in the other. - **Record what is missing.** An empty folder is ambiguous. Add a short note saying "none" or "requested on [date]" so reviewers can tell a gap from a nil return. - **Keep a version log.** When the seller replaces a document, keep the earlier version and note the date. Late changes are often where the issues are. - **Scope by materiality.** Agree thresholds early (for example, contracts above a value or term) so the room is complete for what matters rather than full of everything. ## 1. Corporate and constitutional 1.1 Certificate of incorporation, registration extracts and any change-of-name certificates 1.2 Articles of association, by-laws or equivalent constitutional documents, as amended 1.3 Share register, cap table and details of options, warrants and convertible instruments 1.4 Shareholders' agreements, voting agreements and investment agreements 1.5 Board and shareholder minutes and written resolutions for the review period 1.6 Group structure chart with ownership percentages 1.7 Powers of attorney and signing authorities in force ## 2. Finance and banking 2.1 Audited financial statements and management accounts for the review period 2.2 Loan, credit and facility agreements, with amendments and waivers 2.3 Security documents: charges, pledges, guarantees and comfort letters 2.4 Leasing and hire-purchase arrangements 2.5 Grants, subsidies and conditions attached to them ## 3. Tax 3.1 Tax returns and assessments for the open years 3.2 Correspondence with tax authorities, rulings and ongoing audits 3.3 Transfer-pricing documentation and intra-group agreements 3.4 VAT or sales-tax registrations and filings ## 4. Commercial contracts 4.1 Template terms of business for sales and purchasing 4.2 Material customer contracts 4.3 Material supplier and outsourcing contracts 4.4 Distribution, agency, franchise and reseller agreements 4.5 Joint venture, partnership and collaboration agreements 4.6 Contracts with change-of-control, exclusivity, non-compete or most-favoured-customer terms 4.7 Contracts with public bodies and tender-related documents ## 5. Intellectual property 5.1 Registered rights: patents, trade marks, designs and domain names, with renewal status 5.2 Licences in and out, including software licences 5.3 Assignments and invention or IP-transfer agreements with employees and contractors 5.4 Open-source software use and policies 5.5 IP disputes, oppositions and infringement claims ## 6. IT, data protection and cybersecurity 6.1 Overview of critical IT systems and hosting arrangements 6.2 Software, SaaS and support agreements for critical systems 6.3 Records of processing activities and privacy notices 6.4 Data processing agreements with processors and sub-processors 6.5 International data transfer mechanisms 6.6 Data breach register and notifications to authorities 6.7 Information security policies and recent audit or penetration-test summaries ## 7. Employment and pensions 7.1 Headcount list with roles, start dates, notice periods and compensation (anonymised where required) 7.2 Template employment contracts and contracts for senior management 7.3 Bonus, commission, incentive and share-based schemes 7.4 Collective agreements and works-council arrangements 7.5 Pension schemes and funding status 7.6 Consultants and contractors engaged for more than a set period 7.7 Employment disputes, grievances and restructurings in the review period ## 8. Real estate 8.1 List of owned and leased properties 8.2 Title documents for owned property 8.3 Leases, licences to occupy and side letters 8.4 Planning, permits and environmental reports for the sites ## 9. Litigation and disputes 9.1 Pending, threatened and recently concluded litigation, arbitration and mediation 9.2 Settlement agreements still in force 9.3 Investigations and inquiries by authorities 9.4 Product liability and warranty claims ## 10. Regulatory and compliance 10.1 Licences, authorisations and permits needed to run the business 10.2 Correspondence with regulators 10.3 Anti-bribery, sanctions, export-control and anti-money-laundering policies 10.4 Competition law filings, clearances and any investigations 10.5 Whistleblowing reports and how they were handled ## 11. Insurance 11.1 Schedule of insurance policies with limits and deductibles 11.2 Claims history for the review period ## 12. Environment, health and safety 12.1 Environmental permits and compliance reports 12.2 Health and safety policies, incidents and inspections 12.3 Known contamination, remediation obligations or notices ## Turn the index into a review in Attorly Attorly runs due diligence as a case: import the data room from Intralinks, Box, Dropbox, iManage or NetDocuments (Enterprise), let it categorise the documents, extract the terms you care about across hundreds of contracts in a Tabular Review with a source quote for every value, track findings by severity and export a branded report. Start with the index above, then see how it handles your next deal at **attorly.ai**.