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Diligence Memo
Due Diligence MemorandumProject Atlas | Confidential

Executive Summary

This memorandum summarizes legal diligence for the proposed acquisition of Learned Hand Inc. Review encompassed 247 documents across corporate, IP, and commercial categories.

Key Findings

Nexus Software License: Licensor termination right upon change of control
Clearview MSA: Change of control consent required per Section 12.4
Employment Agreements: Missing DTSA notice (18 U.S.C. § 1833(b))

Recommendations

Obtain confirmatory IP assignment prior to closing. Initiate customer consent process for material contracts with change of control provisions.

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Automatic AI M&A Legal Diligence

Comprehensive AI coverage across your entire data room. Surface red and yellow flags, draft memos, compare redlines, and ensure nothing falls through the cracks.

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Our Approach

Legal-Native Intelligence

Every AI can extract text from a document. Only Mage understands how legal documents actually work. A purpose-engineered reasoning layer, calibrated against thousands of real transactions, that gives foundation models the legal eye they lack on their own.

Other Legal AI
Amendment No. 3 to MSAuploaded separately
Extracted
Termination:30 days written notice
Superseded provision (from original MSA)
Parent agreement not linked
Output looks clean. It is wrong.
Mage
Amendment No. 3Master Services Agreement
Extracted (Current Effective Terms)
Termination:90 days written notice
Changed from 30 days per Amendment No. 3, Section 4.2
Same amendment. Understands the legal relationship.

Combined with Model Fusion Technology for statistically verified accuracy.

Read the deep dive →

Disclosure Schedules

Ensure complete and accurate disclosure schedules. AI flags items that may be missing or need verification before closing.

  • Catch incomplete disclosures
  • Defensible schedules you can stand behind
  • Cross-reference against data room
  • Export ready for closing
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Disclosure Schedules
78% Complete
3.12Material Contracts
2 flagged
3.12(a)(i)MSA with Acme Corp - Change of control provision
3.12(a)(ii)Enterprise License Agreement with Oracle
3.14Intellectual Property
Complete
3.17Employees & Compensation
4/5
Diligence Memo
Due Diligence MemorandumProject Atlas | Confidential

Executive Summary

This memorandum summarizes legal diligence for the proposed acquisition of Learned Hand Inc. Review encompassed 247 documents across corporate, IP, and commercial categories.

Key Findings

Nexus Software License: Licensor termination right
Clearview MSA: Change of control consent required
Employment Agreements: Missing DTSA notice (18 U.S.C. § 1833(b))

Recommendations

Obtain confirmatory IP assignment prior to closing. Initiate customer consent process for material contracts with change of control provisions.

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Memo

Generate client-specific diligence memos that highlight red and yellow flags requiring attention.

  • Executive summary with flagged issues
  • Protect clients from post-closing surprises
  • Enable R&W insurance on tight timelines
  • Client-based custom formatting
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Tabular

Surface red and yellow flags across hundreds of documents. Our intelligent grid view extracts, categorizes, and highlights key provisions that need attention.

  • Flag problematic provisions
  • Comprehensive coverage across all documents
  • Confidence in your analysis
  • Export to Excel & PDF
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Tabular View
Document
Liability Cap
Change of Control
Joint Venture Agreementjoint-venture-agreement.pdf
⚠️ Unlimited
⚠️ Prohibited
Master Services Agreementmaster-services-agreement.pdf
Total fees paid
Consent req.
Software License Agreementsoftware-license-agreement.pdf
2x annual fees
No restriction
Supplier Agreementsupplier-agreement.pdf
12 mo. fees
No restriction
Variance Analysis
Customer Agreements (102 documents)
Acme Corp AgreementStandard form
Beta Industries AgreementStandard form
Cypress Ltd AgreementStandard form
Delta Tech AgreementVariance detected
Echo Systems AgreementStandard form
97 more standard agreements
Delta Tech Variance
Non-standard indemnification. Unlimited liability. No termination for convenience. Likely AI-drafted.

Variance Detection

Counterparties negotiate. Terms change. Mage shows you exactly where each agreement departs from your form.

  • Identify deviations across agreement sets
  • Flag non-standard provisions
  • Surface material changes
  • Prioritize high-risk outliers

Redline

Catch every change in transaction documents. Flag material modifications across SPAs, merger agreements, and asset purchases that could affect deal terms.

  • Flag material changes
  • No hidden modifications slip through
  • Stand behind your deal analysis
  • Track negotiation history
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Redline Comparison
Changes (12)OriginalRevised
Section 8.04(a) - Limitations on Indemnification
...exceed in the aggregate twelve and one-half percent (12.5%)ten percent (10%) of the Closing Merger Consideration...
Section 8.06 - Knowledge of Breach
The right to indemnification shall not be affected byshall be waived to the extent of any Knowledge of the Indemnified Party...
Section 2.07(b) - Earnout Payment
...an amount equal to $15,000,000 if Adjusted EBITDA for the Earnout Period exceeds the Target Amount.
+8 Added-4 Removed~3 Modified
Due Diligence Questionnaire
12 of 18 Outstanding Requests
Intellectual Property
2/4
Does Target use any open source software?
Will send: IP assignment agreements
Employment
1/3
Getting back: Any foreign contractors?
Generated Follow-up EmailDraft message to opposing counsel with 6 outstanding items ready to send.

Diligence Questionnaire

Ensure every diligence question gets answered. Generate follow-up requests based on gaps identified during calls.

  • Identify unanswered questions
  • Track what you are still waiting on
  • Generate follow-up emails
  • Complete coverage across all categories
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Frequently Asked Questions

Common questions about Mage

AI due diligence software uses artificial intelligence to automate the review of documents in M&A transactions. Instead of manually reviewing hundreds or thousands of contracts, AI extracts key terms, identifies risks, and surfaces issues that require attorney attention. This dramatically reduces review time while improving coverage.

Mage provides comprehensive AI coverage across your entire data room. Our platform automatically classifies documents, extracts key provisions (liability caps, change of control, termination rights), flags high-risk items, generates diligence memos, compares contract redlines, and prepares disclosure schedules. Attorneys review AI findings rather than reading every document.

Mage achieves high accuracy on key clause extraction through our proprietary Model Fusion Technology, which combines multiple AI models for higher accuracy than any single model. Every extraction links to source text for verification. AI serves as a powerful first pass, with attorneys reviewing and approving findings.

Mage typically processes 100-500 documents in 10 minutes, compared to days or weeks of manual review. Results stream in real-time, so you can begin reviewing high-priority items immediately while remaining documents process.

No. Mage augments attorney capabilities by handling the time-intensive first-pass review. Attorneys focus on judgment calls, client advice, and deal strategy rather than document extraction. This allows firms to handle more deals with existing teams and deliver faster turnaround.

Yes. Mage maintains enterprise-grade security with SOC 2 Type II controls. We never train on your documents or client data. Documents are encrypted (AES-256 at rest, TLS 1.3 in transit) and automatically purged after processing. We support SSO and MFA for firm-wide deployment.

Diligence You Can Stand Behind

Comprehensive coverage. Every flag surfaced. Nothing falls through the cracks.

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