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Due Diligence Agreement Template

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DUE DILIGENCE AGREEMENT

This Due Diligence Agreement (the Agreement) is entered into as of Effective Date: by and between Disclosing Party: and Receiving Party: .

RECITALS

WHEREAS, Disclosing Party possesses certain confidential and proprietary information relating to its business operations, financial condition, products, services and strategic plans (collectively, the Confidential Information); and

WHEREAS, Receiving Party desires to review certain Confidential Information for the limited purpose of evaluating and negotiating a potential business transaction described as: (the Purpose); and

WHEREAS, Disclosing Party is willing to disclose such Confidential Information to Receiving Party solely on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public, proprietary or confidential information, whether written, oral, electronic or visual, furnished by Disclosing Party or its representatives to Receiving Party in connection with the Purpose, including but not limited to business plans, financial statements, customer lists, contracts, technical data, trade secrets, know-how and analyses or compilations derived from such information.

1.2 Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by Receiving Party; (b) was in Receiving Party's possession prior to receipt from Disclosing Party as evidenced by written records; (c) is rightfully received by Receiving Party from a third party without restriction and without breach of any obligation of confidentiality; or (d) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information, as demonstrated by contemporaneous written records.

2. SCOPE OF DISCLOSURE AND PURPOSE

2.1 Disclosing Party will make Confidential Information available to Receiving Party solely for the Purpose. Receiving Party shall use Confidential Information exclusively to evaluate and negotiate the potential transaction and for no other purpose without the prior written consent of Disclosing Party.

2.2 Receiving Party shall restrict disclosure of Confidential Information to those of its officers, directors, employees, attorneys, accountants, lenders and advisors (collectively, Representatives) who have a legitimate need to know for the Purpose and who are bound by confidentiality obligations at least as protective as those contained in this Agreement. Receiving Party shall be responsible for any breach of this Agreement by its Representatives.

3. CONFIDENTIALITY OBLIGATIONS

3.1 Receiving Party shall hold all Confidential Information in strict confidence and shall not disclose, publish, reproduce or otherwise make available any Confidential Information to any third party except as expressly permitted by this Agreement.

3.2 If Receiving Party or any of its Representatives is legally compelled to disclose any Confidential Information, Receiving Party shall (to the extent permissible) provide Disclosing Party with prompt written notice of such requirement so that Disclosing Party may seek a protective order or other appropriate remedy. If such protective order is not obtained, Receiving Party shall disclose only that portion of Confidential Information that it is legally required to disclose and shall use reasonable efforts to obtain confidential treatment for any disclosed Confidential Information.

4. COPYING, STORAGE AND RETURN

4.1 Receiving Party may make such copies of Confidential Information as are reasonably necessary to accomplish the Purpose, provided that each copy shall be subject to the terms of this Agreement and marked or otherwise identified as Confidential Information of Disclosing Party where practicable.

4.2 Upon written request of Disclosing Party or upon termination of this Agreement, Receiving Party shall promptly (and in any event within ) return or destroy all materials containing Confidential Information and shall, at Disclosing Party's election, certify in writing the destruction of such materials.

5. REPRESENTATIONS, NO WARRANTY AND NO OBLIGATION

5.1 Disclosing Party makes no representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information, and Disclosing Party shall have no liability to Receiving Party resulting from Receiving Party's use of Confidential Information. Receiving Party acknowledges that any estimates, forecasts or projections are illustrative only and subject to change.

5.2 Nothing in this Agreement obligates either party to proceed with any proposed transaction, and either party may terminate discussions at any time for any reason.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

6.1 Receiving Party shall indemnify, defend and hold harmless Disclosing Party and its affiliates, officers, directors and employees from and against any losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from Receiving Party's breach of this Agreement or unauthorized use or disclosure of Confidential Information.

6.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT APPLY TO DAMAGES ARISING FROM A PARTY'S WILLFUL BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH HEREIN.

7. TERM; SURVIVAL

7.1 This Agreement shall commence on the Effective Date and shall continue until the earlier of (a) termination by either party upon ' written notice to the other party, or (b) after the Effective Date.

7.2 Notwithstanding termination, the confidentiality obligations with respect to Confidential Information shall survive for a period of from the date of disclosure, or for such longer period as required by applicable law or as to trade secrets until such information ceases to be a trade secret under applicable law.

8. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or relating to this Agreement.

9. NOTICES

Notices to Disclosing Party

Notices to Receiving Party

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by certified mail (return receipt requested), by nationally recognized overnight courier, or by email with confirmation of receipt, to the addresses set forth above or such other address as either party may specify in writing.

10. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver thereof, and no single or partial exercise of any right shall preclude other or further exercise of such right.

11. COUNTERPARTS; ENTIRE AGREEMENT; SEVERABILITY

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. MISCELLANEOUS

12.1 Assignment. Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets or change of control.

12.2 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns and is not intended to confer any rights upon any other person.

ACKNOWLEDGMENT

Each party acknowledges that it has read this Agreement, understands its terms, and agrees to be bound by its terms and conditions.

Disclosing Party - Printed Name:

Disclosing Party - By:

Disclosing Party - Date:

Receiving Party - Printed Name:

Receiving Party - By:

Receiving Party - Date:

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What a Due Diligence Agreement Template Is

A Due Diligence Agreement Template is a standardized contract used when one party provides confidential information to another for review before a transaction, investment, or partnership. It sets the permitted uses of information, confidentiality obligations, access controls, delivery formats, timelines, and limitations of liability. The template reduces negotiation time by documenting representations, warranties, and required disclosures in a repeatable format. Organizations commonly adapt it for mergers and acquisitions, financing, vendor selection, and real estate, and integrate it into secure digital workflows for auditability and signature capture.

Why use a standardized template for due diligence

Use a Due Diligence Agreement Template to standardize information exchange, protect sensitive disclosures, and set clear timelines and responsibilities. Well-drafted templates reduce negotiation cycles, limit exposure through defined confidentiality and use restrictions, and provide a documented basis for remedies if material misrepresentations occur.

Why use a standardized template for due diligence

Who typically completes or relies on this template

Use this template when participants will share confidential financial, legal, technical, or operational information during transactional review.

  • Private equity, venture capital, and corporate development teams conducting investment or acquisition reviews.
  • Outside counsel and corporate legal departments preparing representations, confidentiality provisions, and legal risk assessment.
  • Real estate brokers, lenders, and purchasers assessing title, zoning, compliance, and financial documents during transactions.

Adapt the template to transaction size and regulatory context; industry-specific exhibits or addenda can tailor scope and compliance obligations.

Core sections to include in a professional template

A professional Due Diligence Agreement Template organizes responsibilities, data protection, permitted uses, access logistics, timelines, and remedies to reduce ambiguity before a transaction is finalized.

Parties

Identify disclosing and receiving parties, provide legal entity names, addresses, and authorized representatives; ensure names match formation documents to avoid authority disputes.

Scope

Define the documents and categories of information covered, list excluded materials, and set permitted purposes to prevent overbroad access during diligence.

Confidentiality

Specify confidentiality duties, permitted disclosures to advisors, required safeguards, duration of confidentiality, and remedies for unauthorized disclosure.

Use Restrictions

Limit use of materials to evaluation purposes, prohibit competitive exploitation, and require destruction or return of materials at diligence end.

Representations

Include representations about accuracy, authority to disclose, and known liabilities, plus a process to notify and correct discovered discrepancies.

Termination

Set access expiration, procedures for terminating review, preservation obligations, and which provisions survive termination or closing.

Required informational items and document fields

Full Legal Name: As on government ID or formation documents
Entity Type: Corporation, LLC, partnership, or individual
Tax Identification: EIN or SSN as applicable
Primary Contact: Name, title, phone, and email
Scope Summary: Concise description of covered materials
Effective Date: Start date of obligations

Step-by-step: completing the template

Follow these steps to complete the template accurately and establish an auditable record of information exchange.

  • 01
    Gather documents: Collect financial, legal, and technical materials requested.
  • 02
    Enter identifiers: Fill in legal names, addresses, and tax IDs.
  • 03
    Define scope: List included documents and explicit exclusions.
  • 04
    Sign and record: Obtain signatures, capture audit trail, and store copies.

How to configure online completion and routing

Configure authentication, expiration, and notifications to align digital workflows with legal and operational requirements.

Field Configuration
Authentication Method Email link with optional SMS code or KBA
Access Expiration Set reviewer access days and automatic revocation
Download Permissions Allow or restrict downloads and printing
Notification Settings Enable reminders and completion alerts

Where to send completed agreements and signed copies

Completed agreements are routed based on transaction roles; record final copies with counsel, escrow, or corporate records as appropriate.

  • Send to counsel: Attach executed package to counsel's secure portal
  • Provide investor copy: Share the signed agreement with investors and agents
  • Record retention: Store originals in corporate records and compliance systems
  • Deliver to lenders: Provide final executed agreement to lenders or escrow

Distribution and eSubmission considerations

Digital distribution and signing require platforms that support secure storage, audit trails, and configurable signer authentication to meet legal and regulatory expectations.

  • Supported Formats: PDF, DOCX, and editable templates
  • Integrations: CRM and document storage connectors
  • Authentication: Email, SMS, or stronger verification

Typical timelines, deadlines, and processing expectations

Key deadlines control access windows, review periods, and final signature dates; document them clearly in the template's schedule section.

Initial Document Request:

Specify due date, typically 7–14 calendar days

Supplemental Materials:

Allow a defined period for providing additional disclosures

Follow-up Inquiries:

Set response windows for clarifications and follow-ups

Signature Deadline:

Identify final signing date and applicable time zone

Access Expiration:

Automatic revocation of reviewer access after expiration

Common preparation mistakes to avoid

  • Failing to define permitted use can lead to disputes over whether the receiving party may use the data for competing projects or public disclosure.
  • Using vague document descriptions delays review because providers deliver incomplete material and require repeated clarification and supplemental requests.
  • Not matching signer names to corporate records may cause signature rejection and require re-execution or additional notarization steps.
  • Omitting exhibits or schedules, such as cap tables or third-party contracts, undermines the diligence review and increases closing risk.

Consequences and legal risks of incorrect or incomplete templates

Confidentiality Breach: Injunctive relief and damages possible
Incorrect Representation: Rescission or indemnity claims
Late Delivery: Delays closing or termination risk
Data Exposure: Regulatory fines if PHI or sensitive data disclosed
Invalid Signatures: May require re-execution or court resolution
Tax Reporting Errors: Backup withholding or IRS penalties

Real examples of template use in practice

Real-world examples illustrate how a Due Diligence Agreement Template speeds review, preserves confidentiality, and supports regulatory compliance in diverse transactions.

Optica Ventures

Optica Ventures used a standardized Due Diligence Agreement Template to centralize document exchange during fundraising and reduce iterative queries.

  • Saved time and clarified responsibilities for all parties.
  • Brian Fitzgibbons, COO, noted the interface simplified internal processes and improved customer experience while maintaining secure access and clear audit logs for compliance.

Martin Properties

A regional real estate firm applied the template to remote closings and tenant screening to reduce in-person steps.

  • Enabled fully online execution for closings and diligence packages.
  • Tim Martin described processing and executing documents online with consistent security controls, enabling efficient returns and reducing physical paperwork while preserving evidentiary trails.

Typical signatories and their roles

In-house Counsel

General counsel or legal operations professionals review and approve confidentiality clauses, representations, and data handling procedures. They confirm signatory authority and coordinate privilege treatment and retention policy alignment with corporate practice.

Deal Team

Private equity or corporate development associates manage document requests, track deliverables, and coordinate reviewers. They ensure requested materials match the scope and escalate legal or compliance issues promptly.

eSignature vendor comparison for executing templates

Compare typical vendor plans and features to evaluate options for executing Due Diligence Agreement Templates in regulated workflows; signNow is listed first for side-by-side comparison.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Check vendor site for current offers Check vendor site for current offers Check vendor site for current offers Check vendor site for current offers
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions about the template

Answers to common legal and practical questions help ensure the template is used correctly and remains enforceable across jurisdictions.


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