Due diligence, grounded in the data room
Normain reads every contract, report and CIM in the data room and returns structured findings, each one linked to the exact source clause. Your team reviews and signs off before exclusivity expires.
Recognize the work you do every day
These are the reviews deal teams run by hand today: the same data rooms, the same clauses, the same trackers. Normain does the reading and gives you structured, source-linked findings to test and sign off — before the exclusivity clock runs out.
Change-of-control and contract review across the data room
Run the same clause checklist over every contract in the room. Hundreds of near-identical agreements become one risk-ranked row each, with a consent tracker out the other end and every finding linked to the exact clause.
- Does this contract contain a change-of-control provision, and does the transaction trigger it?
- Is assignment permitted, or is counterparty consent required to assign this agreement?
- Does the counterparty have a right to terminate on a change of control, and on what notice period?
- What is the contract term, renewal / auto-renewal, and governing law?
Quality of Earnings and EBITDA add-back validation
Test each normalization and add-back in the seller's EBITDA bridge against the underlying financials, line by line, and record whether it holds — the verdict-plus-evidence matrix your QoE report is built on.
- Is this add-back genuinely non-recurring, and what in the source data supports it?
- Are there owner or related-party expenses that should be normalized, and by how much?
- Does revenue recognition match delivery, or is revenue pulled forward across period ends?
- What is the normalized net working capital level, and how does it compare to the proposed peg?
Customer concentration and revenue quality
Ask the pointed commercial questions that decide a deal — concentration, churn, terminable contracts — across the full financial and commercial set at once, and get one synthesized, cited answer.
- What share of revenue comes from the top 5 and top 10 customers over the last three years?
- Are any concentrated customers on short-term or terminable-for-convenience contracts?
- Has the largest customer's revenue grown or declined over the review period, and is there churn risk?
- What is the net revenue retention across the customer base?
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Trusted by the experts who sign off on the work
The same engine, on the work every team shares
Point Normain at your own data room and questions. Whatever the review, the work takes one of three shapes, and Normain runs all three.
See it on your own data room
Bring your contracts and a checklist. In minutes, watch Normain work through them with the reasoning and sources in view, all the way to source-linked findings you can sign off on.









