Skip to content
Find my data room
Data room terms / Deal process

Vendor due diligence (VDD)

The short version

Diligence that the seller commissions on itself before a sale, so bidders receive independent reports up front instead of each running the same work separately.

How it plays out on a deal

Vendor reports, typically financial, tax and legal, are prepared by advisers hired by the seller and shared with bidders, sometimes with reliance letters for the eventual buyer. The aim is a faster, more orderly auction with fewer surprises late in the process.

In the room, VDD usually means a dedicated report folder released early, sometimes with download disabled until a bidder has signed a reliance or release letter. Rooms with document level click-through terms or staged release handle that cleanly. Rooms that can only gate access at the front door push the seller into workarounds.

What to check in a review or demo

  1. 1Whether a terms-of-access screen can be attached to one folder, not only to the room login.
  2. 2Whether a report can stay view-only for some groups and downloadable for others.
  3. 3How the room records that each bidder accepted the release terms before opening the reports.

Read alongside

Where this comes up on Data Room Review