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Data room terms / Deal process

Physical data room

The short version

The pre-internet version: binders of deal paperwork in a guarded office, which each bidder's team booked by the day and read under supervision.

How it plays out on a deal

Before secure web platforms, diligence meant booking time slots in a physical room, signing in, reading under supervision and requesting copies. It limited the number of bidders, slowed every round and made it hard to tell who had read what.

Physical rooms are rare now, but the comparison is still useful when judging software. A virtual room should beat the paper version on every control that mattered there: who came in, what they looked at, what they took away. If a platform cannot say who opened a file, it has lost a control the paper room had.

What to check in a review or demo

  1. 1Whether the audit trail records opens, prints and downloads per person with timestamps.
  2. 2Whether access can be limited to set dates, in the way a physical room had visiting hours.
  3. 3Whether printing can be switched off entirely for sensitive folders.

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Where this comes up on Data Room Review