Contract due diligence review establishes what a portfolio of agreements obligates a business to do, by reconciling each agreement against its own amendments, exhibits and side letters. This matters in diligence because the terms that change valuation — change-of-control, exclusivity, assignment restrictions, uncapped liability — are frequently located in an attachment rather than the agreement being reviewed.
Not through carelessness. Through volume, and through reviewing the document that was easiest to find.
Buried in an amendment rather than the master. Missing one can materially change what a transaction is worth.
A clause requiring consent to assign, added in a side letter, discovered after signing.
A cap that reads as standard in the master was removed by amendment for one counterparty.
A territorial or category exclusivity granted in an exhibit constrains the combined business post-close.
MFN pricing in one agreement that repricing elsewhere would trigger.
Which counterparties can walk, on what notice, calculated from terms currently in force.
The bottleneck in diligence is rarely legal analysis. It is finding the clause.
Every agreement reconciled against its own attachments, with exceptions surfaced before a reviewer opens anything.
Findings grouped by the categories that drive valuation, so the highest-consequence items are read first.
Each finding carries its source clause and document, so a reviewer verifies in seconds rather than searching.
What was reviewed, what was found and who signed off — exportable for the file.
It runs package by package, so scale is a question of time rather than capability. The reconciliation unit is one agreement plus everything attached to it.
No. It replaces the retrieval work that precedes legal judgment. Counsel still decides what the findings mean — with the relevant clause already in front of them.
Scans, photographs and inconsistent formats are read the same way. Where quality reduces confidence, the finding is flagged for review rather than asserted.
That is often the better use. Knowing what your own package says before a buyer’s counsel does is worth considerably more than discovering it in diligence.
Every finding traces to a specific clause in a specific document, and the review trail records who saw what and when.
How contract package reconciliation works end to end, and where it sits next to a review tool.
The definition, the method, and the discrepancies that only exist between documents.
Encryption, access control, audit trail, and an honest account of what we are certified for.
Send one package. We will show you what a buyer’s counsel would find — free, in one business day.
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