M&A Due Diligence Questionnaires and Request Lists

Upload your transaction questionnaire or diligence request list and material contracts, amendments, consent letters, and waivers. Word, Excel, PowerPoint and PDF files all work.

See the documented consent requirement and the missing closing evidence in one draft response. The questionnaire comes back in its original format.

Yes. Each answer shows its source documents, and yellow highlights mark details your files do not cover.

It is the buyer’s list of documents and questions about the target, grouped by area such as corporate records, material contracts, employees, intellectual property, litigation and finance. The seller’s team responds item by item, often against a tight timetable. XiCLOPS drafts a response to each item from the files you upload and highlights what those files do not cover.

A request list mainly asks for documents to be produced, item by item, while a due diligence questionnaire asks for written answers about how the business operates. Many transactions use both, and the same contracts and records support them. XiCLOPS answers either from your files and returns it in its original format, with missing closing evidence highlighted.

Yes. Request lists often read as headings, such as “Material contracts” or “Pending litigation”, rather than full questions. XiCLOPS is set up to treat a label with no question under it as the question and answer what it names, from whatever material covers that subject, even when your documents use different wording.

Consent requirements usually sit in change-of-control, assignment and termination clauses in customer, supplier, lease, license and financing agreements. Upload those contracts with their amendments, and the draft answers from the clauses that address consent. Check each answer’s sources, because a later amendment can add or remove a consent right.

The requirement comes from the contract: a clause that lets the counterparty terminate or object if control changes without its written consent. Consent in place is a separate fact, shown by a signed consent letter or waiver. The example on this page shows why both matter: the contract requires consent, the draft consent is unsigned, and the gap is highlighted.

Buyers usually look for the signed consent or waiver, the date it was given and any conditions attached, such as a fee or revised terms. A draft letter, an email saying consent is coming or a tracker entry shows progress, not completion. Upload what you have, and the draft highlights the closing evidence your files still do not include.

An amendment can change the term, pricing, exclusivity or consent rights in the original agreement, and a side letter can add obligations the main contract never mentions. Answering from the base contract alone can miss those changes. Upload the full chain of documents, then open Sources to check which ones each answer relied on.

Not on silence alone. XiCLOPS is set up to answer from the documents you supply and to state, in a highlighted sentence, what they do not cover. If your files do not address consent for a contract, the draft says so, and your team decides whether the answer is no or still open.

Buyers typically ask about the largest customers, contract terms and renewal dates, exclusivity, pricing commitments, termination rights and change-of-control provisions. Most of these answers sit in the customer agreements and their amendments. Upload those, and the highlights show which customers’ consent or renewal evidence is still missing before the deal team responds.

Yes. When you upload the request list, XiCLOPS lists the questions it finds, and you can uncheck any you don’t need, such as tax or employment items handled by other advisers. Answers are written only for the questions you select, so each workstream can respond to its own part.

It depends on its size. Each paid run covers up to 1,500 source pages and 100 questions. Each count is rounded up separately and the larger one sets the number of runs, so a big contract set or a long request list uses more runs. You see the count before you commit.

Customer information is logically separated to reduce the risk of cross-customer data exposure, and customer documents are not used to train underlying AI models. Data is encrypted using AES-256 at rest and TLS 1.2 or higher in transit. Customer data is retained according to contractual requirements and securely deleted under documented procedures when no longer required.

Disclosure schedules list the exceptions to the seller’s representations and warranties in the purchase agreement, such as contracts that need consent, pending claims or existing liens. Many request list responses cover the same ground, so the two should agree. Each XiCLOPS answer shows the documents it drew on, which lets the deal team trace a response back to its contract before the schedules are finalized.

Buyers typically ask for pending and threatened claims, the amounts at stake, regulatory investigations, settlements and any judgments still being paid. Answers usually come from litigation summaries, counsel letters, settlement agreements and board minutes. Upload what you hold, and the draft answers from those files and highlights any claim, amount or status they do not confirm, so counsel can complete those items.

Closing conditions are what the purchase agreement requires before the deal completes, such as regulatory approvals, third-party consents and the absence of a material adverse change. Buyers use diligence responses to track whether each one is met. XiCLOPS answers from the approvals, consents and correspondence you upload, and a highlighted sentence marks any approval or consent your files do not evidence.

Follow-up lists usually ask for more detail on earlier responses, or for documents that were missing the first time. Add the new files to those already stored, with no extra fee to keep or reuse them, then upload the follow-up list as a new questionnaire. It uses runs like any other, and the highlights show which follow-up items your files still leave open.

Buyers usually ask which patents, trademarks, domain names and software the target owns or licenses, whether employees and contractors assigned their inventions, and whether any open source or third-party license restricts use. The evidence sits in registrations, assignment agreements, license agreements and employment terms. Upload them, and items the files leave open, such as a missing contractor assignment, are highlighted in the draft.

Yes. The free trial includes 1 run on your own documents, with no card required.