Legal Due Diligence Checklist Template
Five sheets and five documents that turn a data room into a consent list the deal team can sequence, and a record of what nobody produced.
Free download · No account needed
Consent and Notice Register · three contracts, one deal
Same question, three different answers
A checklist flags all three. Only two of them are anything to do with this deal.
| Contract | Clause | Trigger the clause uses | Merger | Stock | Asset |
|---|---|---|---|---|---|
| Supply agreement | 14.2 | Change of control | engaged | engaged | engaged |
| Distribution agreement | 19.1 | Assignment only | not engaged | not engaged | engaged |
| Master services agreement | 22.4 | Both limbs | engaged | engaged | engaged |
Why row two is different
Clause 19.1 restricts assignment and says nothing about a change of control. On a merger the target’s rights vest in the survivor by operation of law rather than being assigned, so the clause is never engaged. On an asset purchase it is engaged squarely, because that structure is an assignment.
One line of the register. It removes a consent from the completion list on one structure and puts it back on another, and it is the same clause either way.
What the row still has to answer
| Who consents | How long they have | What they get if they refuse |
|---|---|---|
| Counterparty | none stated | Termination for material breach |
The empty cell is the finding. A clause with no stated period is the one that runs over a completion date.
A checklist says flag the change-of-control provisions. That is not yet a finding. Under Delaware law a merger vests all the rights, privileges, powers and franchises of the constituent corporations in the survivor. A plain anti-assignment clause is therefore often silent on a merger, while a change-of-control clause catches exactly that structure. Same contract, same deal, opposite answers. So the register carries which trigger the clause uses and which of the three structures engages it, marked separately.
A clean lien search is the other one. Delaware's Uniform Commercial Code makes a financing statement that fails to sufficiently provide the debtor's name seriously misleading, unless a correct-name search using the filing office's standard search logic would disclose it. So a search under a trade name returns nothing and proves nothing, and a filing under a prior registered name stays effective while never appearing in a current-name search. The register records the string, the office, the logic and the date.
And the room only contains what the seller uploaded. A checklist marks a line incomplete. The Not Produced Register says schedule 3 has been outstanding twelve days, is referenced nine times in an agreement nobody can therefore read, and the seller has not replied. Contracts read and found clear get a row too, because a register where clean contracts have no row cannot be told apart from one where nobody opened them. What diligence clears then has to close, which is what the closing checklist tracks.
What's in the pack
Consent and Notice Register
Trigger type, the three structures marked separately, who consents, how long they have, and the remedy if they refuse.
Search Register
Every name string searched with the reason, the office, the search logic and the date. The word clean never stands alone.
Not Produced Register
What was requested, when, chased how often, what turns on it and what the seller said. A findings artifact, not an appendix.
Document Register
Every document in the room indexed before anything is read, with partial uploads marked partial rather than complete.
Issues List
Each issue with a document reference, a clause number, a proposed level, and the exposure named beside it, down to the chain-of-title gap an IP assignment audit closes.
Materiality Standard
Set before the first document opens, including the two or three things the buyer cares about regardless of size.
Consent Strategy
The list split three ways: needed at completion, can follow, and not engaged by this structure, with reasons.
Diligence Report
What would change the deal on the first page, sources on every statement, and what the review did not cover.
How to use it
- 1
Open in River, or take it blank
Open the pack in River and hand it the room, or download the Word documents and CSV sheets from the template library and work them yourself.
- 2
Say how the deal is structured first
Merger, stock purchase or asset purchase. Half the contract findings read differently depending on the answer, so it goes in writing before anything is opened.
- 3
Index the whole room before reading it
The shape of the room is a finding and it is visible in twenty minutes. Which requested categories have nothing against them, and which folders are unexpectedly thin.
- 4
Sort consents by remedy, not by value
The highest-value contract is rarely the hardest consent. What the counterparty gets if it refuses is its negotiating position, and it is often inverse to value.
Frequently asked questions
Is this template free?
Yes. The zip is Word documents and CSV sheets, no account and no card. Edit with AI is the other half: the agent indexes the room, reads the contract set against your deal structure, and fills the registers. Other packs sit in the template library.
What format are the downloaded files?
Word (.docx) for the five documents and CSV (.csv) for the five sheets, zipped together. Excel, Numbers and Google Sheets open every register straight off the download, and the report and request list open in Word or Pages.
Why does the deal structure matter so much?
Because the same clause produces opposite answers. An assignment restriction and a change-of-control restriction are different triggers, and a merger, a stock purchase and an asset purchase engage them differently. A register that collapses the three into one column is answering a question nobody asked.
Can I check any of the data room against a public source?
Sometimes, and it is worth trying before the seller answers. Where a counterparty is an SEC registrant, every contract not made in the ordinary course of business that is material to it is filed as an exhibit. That gives you a second copy of an agreement the room has produced in part.
Does it decide materiality?
No. Every level is a proposal with the exposure named in the same cell, so the deal team overrules the reasoning rather than the label. Three levels only, because a five-level scale produces a report where everything is a three and nothing is decided.
How is this different from reviewing one contract?
Scale and purpose. Applying a firm's recorded positions to one inbound contract is a single document against a settled view. This is a whole contract set read against a transaction structure, where the finding is usually the pattern across contracts rather than any single clause. A company's own records get counted from the inside by a minute book gap register.
Does it replace the data room or the search providers?
No. The room holds the documents and the registries answer the searches, recording what was searched under which string and what the room did not contain. The same discipline that makes a withheld-document log defensible applies to a full room; a smaller deal without a staffed team instead needs a register scaled to one agreement.
Turn the room into a consent list the deal team can sequence
Take the Word documents and CSV sheets blank, or open this exact pack in River and hand it the data room.
Edit with AI