Data room checklist
Everything a seed data room is expected to hold, grouped by area, as a list you can keep.
Checklist
Diligence and closing · Copyable template
NDA template, and why investors will not sign one
Where an NDA actually belongs in a raise, where asking for one works against you, and a draft for the first case.
Most institutional investors will not sign an NDA before a first meeting, and asking for one is a common early tell that a founder hasn't fundraised before. The reasons are structural, not personal: investors see many similar ideas across their portfolio and pipeline, and a signed NDA creates legal exposure every time they see something adjacent to yours — which happens constantly at their volume. It's not that your idea doesn't matter; it's that the ask doesn't match how the process works at scale.
What to actually protect with an NDA: conversations with potential commercial partners, specific technical implementation details in a due-diligence data room (once diligence is already underway, not before a first meeting), or discussions with a service provider or contractor who'll see real IP. What not to expect an NDA to cover: the general pitch, the market opportunity, or the fact that you're raising — none of that is defensible as a trade secret in the first place.
Read this before you use it
This is a non-legal starting point, not a substitute for review by counsel.
Copyable template
What is in it
- Parties
- Purpose
- Confidential information
- Term
- Exclusions
- Mutual or one-way
- Signatures
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Read The Raise Memo
A note for founders raising capital—what investors notice, how conviction gets built, and what to do next.