When do I use this document? for a share sale transaction where confidential information about the target company will be disclosed to a potential buyer for a longer form NDA with strong legal protections for the seller and target company What are the key features? 17 clauses over 9 pages definitions of Confidential Information and Proposed Transaction confidentiality obligations authorised recipients of Confidential Information circumstances permitting compulsory disclosure procedure for returning Confidential Information to the seller prohibition on the buyer poaching the target company’s employees contractual remedies for breach of the NDA, including contractual indemnity in favour of the seller and target company duration of agreement What else do I need to know? It’s quite common that some clauses of an NDA may be resisted by the receiving party. The guidance notes which accompany this document explain how provisions, such as the following, might be negotiated to reach mutual agreement. non-solicitation covenants a contractual indemnity for breach of the confidentiality obligations the duration of the agreement The guidance notes which accompany the document explain how these provisions might be negotiated to reach agreement. What other docs are available? For a shorter form of confidentiality agreement for a company sale transaction, see NDA: share sale (short)

Due Diligence checklist: investment (start up)

Legal due diligence checklist for an investment in a start-up company, for a company which has not commenced trading or has only traded for a limited period.

for the legal due diligence for an investment transaction
where the subject company is a start-up company or has a limited trading history
as initial requests for the company to answer and provide supporting documents

What are the key features?

requests in tabular form, with the company’s answers to be inserted in the table
requests covering 10 key subject areas, including:
- corporate
- contracts
- litigation and compliance
- assets
- intellectual property
- commercial property
- employees
- finance and insurance
- taxation
- business plan/forecasts

What else do I need to know?

In evaluating a start-up company, investors typically focus on:

share capital: verifying the number of issued shares and shares reserved or granted as share options
funding: understanding how the company has been financed, including loans from the founders or family members which may need to be converted to equity
founder service contracts: investigating whether the founder(s) have service contracts, committing them to the business and including post-termination restrictive covenants and intellectual property protections
intellectual property: checking that externally developed intellectual property is owned by the company
business plan and projections: scrutinising the preparation and basis of the company’s business plan, forecasts and projections

Description

When do I use this document?

for a share sale transaction
where confidential information about the target company will be disclosed to a potential buyer
for a longer form NDA with strong legal protections for the seller and target company

What are the key features?

17 clauses over 9 pages
definitions of Confidential Information and Proposed Transaction
confidentiality obligations
authorised recipients of Confidential Information
circumstances permitting compulsory disclosure
procedure for returning Confidential Information to the seller
prohibition on the buyer poaching the target company’s employees
contractual remedies for breach of the NDA, including contractual indemnity in favour of the seller and target company
duration of agreement

What else do I need to know?

It’s quite common that some clauses of an NDA may be resisted by the receiving party. The guidance notes which accompany this document explain how provisions, such as the following, might be negotiated to reach mutual agreement.

- non-solicitation covenants
- a contractual indemnity for breach of the confidentiality obligations
- the duration of the agreement

The guidance notes which accompany the document explain how these provisions might be negotiated to reach agreement.

What other docs are available?

For a shorter form of confidentiality agreement for a company sale transaction, see

NDA: share sale (short)

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

£15.00 exc VAT

Updated by a lawyer on 21/07/2025

Updated By a lawyer on 04/13/2023

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Due Diligence checklist: investment (start up)

When do I use this document?

What are the key features?

What else do I need to know?

When do I use this document?

What are the key features?

What else do I need to know?

What other docs are available?

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Preparing your company for investment

Create your document in 3 Easy Steps

PaperRock offers affordable, legal document templates, written by experienced and expert lawyers, trusted by businesses across the UK and beyond. No hidden charges or trial sign-ups are required to complete your document.

“I have worked in legal and business affairs for over 25 years and need access to a wide range of corporate and commercial legal precedents. Paperrock is a refreshing source of high-quality legal templates. Superb value for money.”

Amanda | Bannister Creative

“It’s hard to find legal documents on the internet you can really trust. Knowing an expert lawyer has drafted what I need, gives my business the edge and gives me peace of mind.”

Elle, Founder | Winslow skincare & aesthetics.

“As an SME Paperrock saves us the legal fees we’ve previously had to spend. In these challenging times that's a big help. Great products and support.”

Giles, MD | Boniti Ltd.

Due Diligence checklist: investment (start up)

When do I use this document?

What are the key features?

What else do I need to know?

When do I use this document?

What are the key features?

What else do I need to know?

What other docs are available?

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Related Articles

Preparing your company for investment

Create your document in 3 Easy Steps

PaperRock offers affordable, legal document templates, written by experienced and expert lawyers, trusted by businesses across the UK and beyond. No hidden charges or trial sign-ups are required to complete your document.

“I have worked in legal and business affairs for over 25 years and need access to a wide range of corporate and commercial legal precedents. Paperrock is a refreshing source of high-quality legal templates. Superb value for money.”

Amanda | Bannister Creative

“It’s hard to find legal documents on the internet you can really trust. Knowing an expert lawyer has drafted what I need, gives my business the edge and gives me peace of mind.”

Elle, Founder | Winslow skincare & aesthetics.

“As an SME Paperrock saves us the legal fees we’ve previously had to spend. In these challenging times that's a big help. Great products and support.”

Giles, MD | Boniti Ltd.

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