For M&A and transactions

Read the whole data room, not a sample of it

Diligence runs out of time before it runs out of documents. Justis answers your diligence questions across every file in the room at once, ranks what actually threatens the deal, and shows the clause and page behind each finding so the report defends itself.

Two transaction lawyers reviewing deal documents

One structured view of the entire data room

Point it at the whole set: customer contracts, employment agreements, IP assignments, financing papers. It reads every one, pulls the terms that decide the deal into a grid, and flags what matters, with the clause behind each cell.

FileTypeAssignmentChange of control
Channel partners.pdfResellerRestrictedConsent needed
Credicle MSA.pdfCustomerFreeNotice only
Office lease.pdfLeaseRestrictedConsent needed
Alpha supply.docxSupplyFreeSilent
Orion SOW.pdfServicesRestrictedTermination
Founder ESA.pdfEmploymentRestrictedSilent
IP assignment.pdfIPFreeSilent
Kestrel SaaS.pdfCustomerFreeNotice only
Term loan.pdfFinancingRestrictedConsent needed
Debenture deed.pdfFinancingRestrictedConsent needed
Zephyr DPA.pdfDataFreeSilent
Halcyon MSA.docxCustomerFreeTermination

Risks flagged before you start

Give it the SPA and the side you act for. It returns a buyer-side issues list: the clause, the problem in one line, and why it actually matters, so the first-pass review starts from an argument rather than a read-through.

ClauseIssueWhy it matters
2.4(g)Earnout acceleratesAll unpaid earnout falls due
9.1Indemnity cap at 10%Above market for this size
9.4(b)Survival only 18 monthsTax claims outlive it
6.2No MAC carve-outsSeller can walk on a downturn
4.11Reps qualified by knowledgeNarrows to three officers
11.3Escrow is 3% onlyBelow the indemnity exposure
7.9Non-compete for 5 yearsUnenforceable as drafted
3.5Purchase price adjustmentNo collar on working capital
12.1Exclusive remedy clauseBars fraud claims as written
8.4Consents not a conditionDeal closes with three open
10.2Seller controls defenceBuyer cannot settle
14.6Governing law is SingaporeEnforcement adds a step

Your strongest position for every clause

Give it the clause and the side you act for. It maps the market-standard positions and drafts alternatives from aggressive to middle ground, each with the commercial reason behind it, in language you can use on the call.

Indemnity cap, Article 9.1 — three positions
  1. 1.Lower single general cap, 5% of base priceReduce the general cap in 9.4(b) from 10% to about 5% for non-fundamental reps, keeping the fundamental cap at the full price. Aligns exposure with the short 18-month survival while leaving fraud uncapped.
  2. 2.Tiered caps by risk categorySplit the cap: 5% for ordinary reps, 25% for tax and employment, full price for fundamentals and fraud. Concedes headline percentage while protecting where the real exposure sits.
  3. 3.Cap held at 10% against a larger escrowAccept the 10% cap but raise escrow from 3% to 7% for the first year. Cheaper for the seller than a lower cap and gives the buyer a fund it can actually reach.
  4. 4.Cap stepping down over the survival period10% for the first six months, 7% to twelve, 5% to expiry. Matches the shape of when claims are actually made and is easier for a seller board to approve than a flat cut.
  5. 5.Materiality scrape traded for the capConcede the 10% headline but scrape materiality qualifiers for damages calculation. The buyer recovers from the first rupee of loss, which is usually worth more than the five points.

The disclosure schedule, built from the room itself

Each warranty checked against what the documents actually show, so the schedule is drafted from the record rather than from what the founders remember.

WarrantyDisclosure required
Title to sharesNone — register and filings agree
Material contractsYes — three consents not obtained
LitigationYes — one tax appeal pending
EmploymentYes — PF arrears for four months
Intellectual propertyYes — two marks unregistered
Real propertyYes — one lease is unregistered
ComplianceYes — MGT-14 not filed
InsuranceYes — a gap in cover in April
Related partiesYes — two leases with promoters
Data protectionNone — no breach on record
AccountsNone — audited without qualification
SolvencyNone — no proceedings pending

Legal teams already on the waitlist

Supreme Court of India
Patna High Court
Khaitan & Co
CARS24
SAIL
University of Delhi
NLU Mumbai
NLU Lucknow
Surepass
Mumbai
We used to sample the data room and hope. Asking one question of all four hundred documents and getting the clause behind every answer changed what diligence means for us.
A. BhattacharyaPartner, Corporate, Mumbai
FAQ

Common questions

How many documents can it review at once?

A project holds the whole data room, and tabular review asks your question of every document in it, returning the clause and page behind each answer. There is no practical need to sample.

Can it draft the disclosure schedule?

It checks each warranty against what the documents show and tells you what needs disclosing and why, with the source. You keep the drafting decision; it removes the reading.

Does it handle scanned and non-English documents?

Scanned files go through OCR first, and it reads Hindi and other Indian languages. It tells you when it is working from a scan so you know transcription errors are possible.

Can two teams work the same room?

Yes. A project is shared, so everyone on the deal sees the same files, reviews and chats rather than a handover email.

Is the data room safe to upload?

Documents are encrypted in transit and at rest, access is limited to the people on the deal, and nothing you upload is used to train models shared with anyone else.

How is it priced for a deal team?

Pro is ₹999 a month with 500 credits and Ultra is ₹3,999 with 2,000. Teams needing seats, shared workspaces and role controls are on the Custom plan.

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