Backed by Y CombinatorThree documents and three sheets that bucket every customer's ARR by its actual contract notice period, not by the renewal date on a calendar.
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Pack of 6 files: 3 documents, 3 spreadsheets
Private Equity Customer Diligence TemplateCommercial Findings
Every customer contract read for its notice period and termination clause, then bucketed by the next date it could contractually walk.
| Metric | Value |
|---|---|
| Reported trailing 12-month retention | — |
| ARR in the 0-90 day notice window | — |
| Of that, inside the top 10 accounts | — |
The gap between the two numbers is the finding. Neither one alone is unusual.
Ashworth Compliance reports 91 percent trailing twelve-month gross logo retention across 42 customers and $9,689,000 of ARR. Reading the actual contracts instead of the retention slide produces a different number: 43.5 percent of that ARR, $4,214,000, sits in a notice window inside the next ninety days. Twenty-one of those accounts are rolling month-to-month; four are annual contracts whose notice deadlines fall soon despite renewal dates months away.
Every result on page one for this query is about talking to customers: fifty-question interview guides, laddering techniques, thesis-validation matrices built from what customers say in a call. None of them reads the customer contracts themselves. A contract's notice period and termination clause determine whether a dollar of ARR can walk in thirty days or is locked in for a year, regardless of what the customer says in an interview. That join, not one more interview question, is what this pack is built around.
ASC 606's own definition of contract term turns on exactly this: the period during which both parties have enforceable rights and obligations, extended by a substantive termination penalty and not extended by an unpenalized cancellation right. Advisors who run SaaS M&A diligence apply the same read: a monthly contract cancellable without cause is, for accounting and pricing purposes, twelve separate one-month contracts rather than one twelve-month one. This pack's Revenue by Customer sheet applies that read to every account, not only the ones large enough to model by hand.
Commercial FindingsAshworth Compliance, illustrative. Compliance management software sold to community banks, credit unions and insurers. 42 customers, $9,689,000 ARR.
| Metric | Value | Basis |
|---|---|---|
| Reported trailing 12-month gross logo retention | 91% | Board deck |
| ARR in the 0-90 day notice window | $4,214,000 (43.5%) | Contract-by-contract read |
| 91-180 day window | $1,165,000 (12.0%) | Contract-by-contract read |
| 181-365 day window | $4,310,000 (44.5%) | Contract-by-contract read |
Of the 25 accounts in the 0-90 day bucket, 21 are rolling month-to-month with a 30-day notice clause. The other 4 are annual contracts (Bellcross, Windmere, Harrowgate, Cedarholt) whose notice-to-not-renew windows fall soon despite renewal dates that look months away on a calendar.
| Account | ARR | Rank by ARR | 0-90 day deadline |
|---|---|---|---|
| Thornbury Health Plan | $480,000 | #4 | 30 days |
| Bellcross Trust Company | $410,000 | #6 | 30 days |
| Ferngate Savings Bank | $395,000 | #7 | 30 days |
| Cravenmoor Credit Union | $345,000 | #10 | 30 days |
| 4 accounts, overlap total | $1,630,000 | 38.7% of the 0-90 day bucket | |
Northgate Federal Credit Union, the single largest account at $620,000, is not in this list. Its deadline is 303 days out. The near-term exposure sits across four mid-sized accounts, not the one name a quick read would flag first.
Revenue by Customer42 rows in the full register. The 8 with the soonest notice deadlines shown here.
| Customer | ARR | Contract | Notice | Deadline | Bucket |
|---|---|---|---|---|---|
| Harrowgate Financial | $225,000 | Annual, May | 60d | 29 days | 0-90 |
| Thornbury Health Plan | $480,000 | Rolling | 30d | 30 days | 0-90 |
| Bellcross Trust Company | $410,000 | Annual, Jun | 90d | 30 days | 0-90 |
| Ferngate Savings Bank | $395,000 | Rolling | 30d | 30 days | 0-90 |
| Cravenmoor Credit Union | $345,000 | Rolling | 30d | 30 days | 0-90 |
| Millstone Insurance Brokers | $300,000 | Rolling | 30d | 30 days | 0-90 |
| Blackwater Trust Advisors | $260,000 | Rolling | 30d | 30 days | 0-90 |
| Fallowfield Bank & Trust | $235,000 | Rolling | 30d | 30 days | 0-90 |
| TOTAL | $9,689,000 | 42 customers | 25 in 0-90 (43.5%) |
Notice the mix: some of the soonest deadlines belong to rolling accounts, where that is expected. Bellcross and Harrowgate are fixed annual contracts whose renewal dates are months away; only reading the notice clause surfaces that their decision point is now.
Concentration AnalysisEvery customer ranked by ARR, joined against the notice-adjusted bucket already computed.
| Rank | Customer | ARR | Cumulative % of ARR | In 0-90 day bucket |
|---|---|---|---|---|
| 1 | Northgate Federal Credit Union | $620,000 | 6.4% | No |
| 2 | Palisade Regional Bank | $540,000 | 12.0% | No |
| 3 | Kirkwall Mutual Insurance | $505,000 | 17.2% | No |
| 4 | Thornbury Health Plan | $480,000 | 22.1% | Yes |
| 5 | Wrenhaven Capital Advisors | $455,000 | 26.8% | No |
| 6 | Bellcross Trust Company | $410,000 | 31.1% | Yes |
| 7 | Ferngate Savings Bank | $395,000 | 35.1% | Yes |
| 8 | Oldbridge Insurance Group | $380,000 | 39.1% | No |
| 9 | Sorrelfield Wealth Partners | $360,000 | 42.8% | No |
| 10 | Cravenmoor Credit Union | $345,000 | 46.3% | Yes |
| TOP 10 TOTAL | $4,490,000 | 46.3% | $1,630,000 also in 0-90 bucket |
4 of the top 10 accounts, 38.7 percent of the 0-90 day bucket's dollars, are both concentrated and near-term. The single largest account is not one of them. Concentration risk and near-term notice risk overlap, but they are not the same list.
Customer Call GuideScoped to the accounts where concentration and near-term notice exposure meet, plus the next-soonest deadline outside that group.
Thornbury Health Plan, Bellcross Trust Company, Ferngate Savings Bank, Cravenmoor Credit Union. Is the account planning to renew? What would resolve any hesitation? Is a competitive evaluation underway? Is next year's budget for this line already set?
Harrowgate Financial, $225,000 ARR, 29 days from its deadline, the single soonest in the book. Same renewal-intent questions; has the internal account owner already reached out?
A lighter check only: confirm the account is active and has not raised a cancellation request. The cost of a full call exceeds the ARR at risk for most of this tier.
Route every Tier 1 and Tier 2 call through the account's internal relationship owner. An account with no internal owner and a short notice period is a weaker account than the schedule alone shows.
Every account's contract type, notice period and computed next deadline, read from the contracts sitting in the data room rather than estimated from a renewal calendar
ARR bucketed by how soon each customer could contractually walk, built across the full customer list rather than sampled from the largest accounts. Once the deal closes, this is the schedule a 100-day plan cites for its earliest commercial initiatives
The standard, backward-looking retention view, kept as its own separate fact rather than blended into the forward-looking notice schedule
Customers ranked by ARR and cross-referenced against the notice-adjusted bucket, so concentration risk and near-term risk are joined rather than read separately
States the reported retention figure and the notice-adjusted schedule side by side, and feeds the gap straight into the investment committee memo
A tiered question set for the specific accounts where concentration and near-term notice exposure overlap, built to check intent rather than repeat a generic reference script
The standing rule: no summary in this space is allowed to call retention strong or weak without stating the notice-adjusted schedule as its own separate number first
Every contract carrying ARR, not only the largest ten, plus current revenue by customer and any churn history already on file.
Notice period, termination clause and the computed next date it becomes exercisable, bucketed from zero to ninety days out through beyond a year.
Rank customers by ARR, then flag which ones also sit in the near-term bucket. The overlap, not either fact alone, is usually the finding.
State the reported retention rate beside the notice-adjusted schedule, then run the Customer Call Guide on the specific overlap accounts before the memo goes to committee.
A reference call asks people what they think. This reads what they signed. The two are complementary, not redundant: reference calls test intent and character on management references, while the notice-adjusted schedule tests what every customer contract actually permits, regardless of who is asked or what they say.
No, and the pack does not claim that. It reports what is contractually possible, not what any customer intends. In the worked example most rolling accounts showed no churn signal at all. The Customer Call Guide exists specifically to check intent on the small number of accounts where notice risk and concentration overlap, rather than assuming risk from contract terms alone.
A concentration ranking by itself does not say when. This cross-references it against every contract's actual notice deadline, which is what turns two ordinary facts, who your biggest customers are and when contracts allow an exit, into the specific finding that matters: which named accounts are both. In the worked example that was four accounts, not the ten a concentration list alone would flag.
It gets flagged as its own category in the Revenue by Customer register, never defaulted into a bucket either way. A silent or ambiguous termination clause is itself a finding worth a legal read, and averaging it into the schedule under an assumed notice period would manufacture a precision the contract does not support.
No. A quality of earnings review tests whether reported EBITDA is real; this tests whether the revenue behind it is contractually durable, which is a different question the same deal usually needs answered. Where a QoE report already flags customer concentration, this pack is what turns that flag into named accounts and dates rather than a percentage.
It installs the pack as your own private space, then asks for the customer contracts and current revenue by customer. The first pass reads each contract for its notice period and computes the deadline schedule, then cross-references it against concentration to name which accounts carry both risks at once.
The Commercial Findings, Concentration Assessment and Customer Call Guide download as Word documents; the Revenue by Customer, Cohort Retention and Concentration Analysis sheets download as CSV. Word opens in Word, Pages or Google Docs, and the CSVs open in Excel, Numbers or Sheets with every column intact.
Written by
Co-founder & CEO, River
Chandler has spent the last six years working in AI, building tools for millions of users and Fortune 100 companies. In 2025, he co-founded River to build a new kind of operating system for AI agents.
Send the customer contracts and current revenue by customer. The first pass builds the notice-adjusted schedule and flags where it overlaps with concentration.
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