Data Rooms: Marie-Kondo Your Docs Before Diligence
Picture diligence like airport security. A tidy carry-on that follows all the rules breezes through. A suitcase that's not-quite-hiding devices and liquids? That gets extra screening — plus your money for an $1,200-an-hour pat-down from your investors' lawyers.
Spark Joy in Your Series A
This page is how to Marie Kondo your data room.
A data room is the organized set of company documents you share during diligence so investors (and their lawyers) can review your business.
The Marie Kondo Checklist: What to Pull Together
1) Formation + Governance
Pull together your formation documents and governance materials from your board and stockholders.
Why it matters: This is the "are you actually a real company with rules?" pile.
2) Cap Table Backup
Gather contracts and consents relating to everything on your cap table.
Why it matters: Investors want to understand who owns what — and whether the paperwork matches the math.
3) IP Registrations + Assignments
Collect intellectual property registrations and assignments, especially what's related to your secret sauce and competitive advantage.
Why it matters: If the company doesn't clearly own the secret sauce, the whole deal starts tasting weird.
4) Customer + Vendor Contracts
Display your business success by gathering all key customer and vendor contracts, especially those worth five figures or more and those that transfer key IP out or bring it into the business.
Why it matters: These documents show what's real, what's recurring, and what might accidentally give away your crown jewels.
5) Employment + IP Assignments
Ensure that you have legally compliant employment language and intellectual property assignments from all your key personnel.
Why it matters: The people building the thing need to have signed the stuff that keeps the thing owned by the company.
6) Disputes (Even Resolved Ones)
If you have disputes — even those that were resolved or settled — aggregate documents that show the extent and resolution of each dispute.
Why it matters: Surprises during diligence are expensive. Documented history is cheaper than mystery.
The Real Trick
Make this organizational exercise part of your everyday founder life, and keep these things in mind for each transaction you do.
Structured Summary
Concept
Preparing a startup data room before Series A diligence reduces delays and legal fees.
Analogy
Diligence is like airport security: tidy docs pass quickly; messy docs trigger extra screening and expensive lawyer time.
Data room checklist
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Formation documents and governance materials (board and stockholders)
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Contracts and consents relating to everything on the cap table
- •
IP registrations and assignments tied to the company's "secret sauce" and competitive advantage
- •
Key customer and vendor contracts, especially five-figure+ deals and contracts that transfer IP in/out
- •
Employment documents with legally compliant language and IP assignments for key personnel
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Dispute documents, including resolved/settled matters, showing extent and resolution
Outcome
Being organized helps diligence move faster and reduces expensive investor-lawyer review time.
FAQ
Q: What is a data room?
A: A data room is the organized set of company documents you share during diligence so investors (and their lawyers) can review your business.
Q: Why does a messy data room cost founders money?
A: Because it triggers extra diligence work and more time from investor lawyers—described as an "$1,200-an-hour pat-down."
Q: What documents should I include for formation and governance?
A: Formation documents and governance materials from your board and stockholders.
Q: What "cap table backup" documents should I gather?
A: Contracts and consents relating to everything on your cap table.
Q: What IP documents do investors want to see?
A: IP registrations and assignments, especially those tied to your secret sauce and competitive advantage.
Q: Which customer and vendor contracts matter most?
A: All key customer and vendor contracts, especially those worth five figures or more and those that transfer key IP out or bring it into the business.
Q: What should I have from employees and key personnel?
A: Legally compliant employment language and intellectual property assignments from all key personnel.
Q: Should I include dispute documents even if they're settled?
A: Yes—aggregate documents showing the extent and resolution of each dispute, even if resolved or settled.
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