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Due diligence, grounded in the data room

Normain reads every contract, report and CIM in the room and returns structured, verifiable findings, each one linked to the exact clause it came from. Your deal team reviews and signs off before the exclusivity clock runs out.

Your documents
SOC 2 Type II
ISO 27001 cert
SIG Lite
Question
Any exceptions or deviations noted in this SOC 2 report?
2 minor exceptions, both with management responses.
High confidenceSource p.42
Deals use cases
Change-of-control and contract review across the data roomQuality of Earnings and EBITDA add-back validationCustomer concentration and revenue qualityDefinitive agreement (SPA) term reviewTarget screening from CIMs and teasersFinancial & commercial due diligenceESG & regulatory riskContract & liability reviewVendor due diligence & exit prep
How it works
1
Add your knowledge
Standards, internal policies and the client evidence your team relies on. Normain reads and understands each source.
2
Define the questions once
Tell Normain what to extract, how to analyze it and what the output should look like. It handles the framework logic and scoring.
3
Get verified output
Structured answers in seconds, every finding linked to its source, so your team reviews, challenges and signs off with confidence.
Built for deal teams

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.

Repeat project

Change-of-control and contract review across the data room

Built forDeal counsel · M&A associates · legal DD teams

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.

Repeat for each contract
Data source
CoC clause
Consent
Termination
MSA — Acme Logistics
Yes
Consent required
30 days' notice
Reseller — Northwind
None
Freely assignable
None
Facility — BankCo
Event of default
Lender consent
Acceleration
Acme_MSA.pdf §14.2
Example questions
  • 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?
. . . and any others you write
Spreadsheet project

Quality of Earnings and EBITDA add-back validation

Built forTransaction-services / FDD teams · PE deal analysts

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.

Add-back review
Data sources
Adjusted EBITDA bridge
Audited financial statements
GL / trial balance
Monthly management accounts
Question
Assessment
Explanation & evidence
1
$1.2M 'one-time' legal add-back — genuinely non-recurring?
Challenge
Same vendor billed in FY22 and FY23 — recurring IP litigation, not one-time. GL_FY23 rows 4412–4430.
2
$600k owner compensation add-back — normalize?
Accept
Confirmed above-market comp; role not replaced post-close. Mgmt accounts Q4, p.7.
GL_FY23, rows 4412–4430
Example questions
  • 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?
. . . and any others you write
Simple project

Customer concentration and revenue quality

Built forFDD teams · PE / corp-dev deal leads

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.

One clear answer
Data sources
Revenue-by-customer schedule
Top-customer contracts
Aged AR
CIM (commercial section)
Customer concentration
Instruction
What share of revenue comes from the top 5 customers, and is it growing?
Answer
Top-5 customers were 61% of FY23 revenue, up from 48% in FY21. The largest (Customer A, 28%) is on a contract terminable for convenience on 60 days' notice and declined 9% YoY — a concentration and churn flag.
High confidenceRev_by_Customer.xlsxReview
Contract terms
Instruction
Are the concentrated customers locked in, or terminable?
Answer
Two of the top five are on rolling 12-month terms with termination for convenience; only the third-largest has a multi-year committed contract.
High confidenceCustomerA_MSA §5.3Review
Example questions
  • 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?
. . . and any others you write
Built for deal teams

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.

Repeat project

Change-of-control and contract review across the data room

Built forDeal counsel · M&A associates · legal DD teams

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.

Repeat for each contract
Data source
CoC clause
Consent
Termination
MSA — Acme Logistics
Yes
Consent required
30 days' notice
Reseller — Northwind
None
Freely assignable
None
Facility — BankCo
Event of default
Lender consent
Acceleration
Acme_MSA.pdf §14.2
Example questions
  • 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?
. . . and any others you write
Spreadsheet project

Quality of Earnings and EBITDA add-back validation

Built forTransaction-services / FDD teams · PE deal analysts

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.

Add-back review
Data sources
Adjusted EBITDA bridge
Audited financial statements
GL / trial balance
Monthly management accounts
Question
Assessment
Explanation & evidence
1
$1.2M 'one-time' legal add-back — genuinely non-recurring?
Challenge
Same vendor billed in FY22 and FY23 — recurring IP litigation, not one-time. GL_FY23 rows 4412–4430.
2
$600k owner compensation add-back — normalize?
Accept
Confirmed above-market comp; role not replaced post-close. Mgmt accounts Q4, p.7.
GL_FY23, rows 4412–4430
Example questions
  • 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?
. . . and any others you write
Simple project

Customer concentration and revenue quality

Built forFDD teams · PE / corp-dev deal leads

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.

One clear answer
Data sources
Revenue-by-customer schedule
Top-customer contracts
Aged AR
CIM (commercial section)
Customer concentration
Instruction
What share of revenue comes from the top 5 customers, and is it growing?
Answer
Top-5 customers were 61% of FY23 revenue, up from 48% in FY21. The largest (Customer A, 28%) is on a contract terminable for convenience on 60 days' notice and declined 9% YoY — a concentration and churn flag.
High confidenceRev_by_Customer.xlsxReview
Contract terms
Instruction
Are the concentrated customers locked in, or terminable?
Answer
Two of the top five are on rolling 12-month terms with termination for convenience; only the third-largest has a multi-year committed contract.
High confidenceCustomerA_MSA §5.3Review
Example questions
  • 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?
. . . and any others you write
Testimonials

Trusted by the experts who sign off on the work

Hear from the teams who put Normain to work on their most complex, high-stakes reviews.

Beyond deals

The same engine, on the work every team shares

Whatever you specialise in, these patterns cut across every industry we serve.

Read across a stack of documents
Point Normain at a pile of files and ask your questions once. It reads all of them and gives you one combined answer, with every point linked back to its source.
Run the same questions across many items
One row per file, folder, vendor or company. The same questions run across every item, so you can compare and rank a whole set side by side.
Fill in a grid or scorecard
Your questions down one side, your sources along the other. Ideal for questionnaires, scoring grids and readiness assessments.

See it on your own data room

Bring a folder of contracts and your diligence checklist. We will show you a source-linked finding in minutes.