Legal & Paralegal · Agent workflow

Due diligence triage: a source-cited risk register for counsel

Point ZeroTwo at a data room and your diligence checklist. It works through the files you share, marks each checklist item found, partial or missing, and drafts a risk register that names the document and clause behind every finding. Counsel reviews it before anything leaves the team.

First-pass review for a lawyer to check. It is not legal advice and does not replace counsel.

Try it on a sample data room See the report format

Google Drive
Dropbox
Outlook
Salesforce
Slack

Checklist coverage

Illustrative format

Customer contracts: change-of-control terms
Found
Customer A agreement, section [ref]
IP: trademark and patent registrations
Partial
IP schedule, page [n]
Employment: claims and disputes
Found
Employment file [n]
Governance: board approvals
Missing
No matching document

Bracketed text is a placeholder. This shows the layout of the output, not a real deal or data room.

parts in the report: inventory, coverage ledger, risk register, request list: 4
places a person decides: deal context, severity, anything sent outside the team: 3
pass only. Counsel reviews every finding before anyone relies on it: 1st

What the report should contain

The risk is rarely what a clause says. It is the file nobody opened and the checklist item nobody could match to a document. Ask for four parts so you can see both.

Risk register

One row per finding, with the clause location and a proposed severity. The ratings below are examples of the format, not results.

Example layout of a due diligence risk register with placeholder document references
Proposed severity	Finding	Source	Next step
High	Change-of-control clause in a major customer contract	Customer agreement, section [ref]	Counsel to assess whether consent is required
High	Trademark registration gap across licensed marks	IP schedule, license [n]	Confirm registrations with IP counsel
Medium	Employment claim missing from the disclosure schedule	Employment file [n]	Ask the seller for the claim file
Medium	Customer concentration above the limit in your checklist	Revenue schedule	Weigh against the deal rationale

Checklist coverage ledger

Every item on your checklist with a status and a file reference. Found, partial or missing, never silent.

Document inventory

The files the agent opened, how it categorized them, and the ones it skipped or could not read.

Missing-document list

Checklist items with no matching document, written as a request you can send to the other side. Asking for them up front beats discovering them during negotiation.

The first week of diligence is mostly reading

A data room opens with hundreds of files. Reviewers read in different orders, apply the checklist differently and write findings in different formats, so the partner gets an inconsistent picture. This is where an agent-assisted first pass differs, and where it still needs a person.

Manual first-pass review compared with agent-assisted first-pass review across five dimensions
Dimension	Manual first pass	Agent-assisted first pass
Reading the room	Reviewers read in sequence over days. Coverage depends on time and staffing.	The agent reads the batch and writes a coverage ledger, including the files it could not open.
Consistency	Each reviewer applies the checklist a little differently and writes findings in their own format.	One checklist applied to every file, one finding format, so the partner reads a single picture.
Deal context	Reviewers often read without the deal rationale in front of them.	You supply the rationale and known concerns, or connect a CRM record, so severity reflects this deal. Counsel sets the final rating.
Gaps	Missing documents tend to surface during negotiation.	Checklist items with no matching document are listed first, ready to send as a request list.
Checking the work	Findings rest on the reviewer's notes.	Each finding should carry a file name and clause. A lawyer spot-checks citations across every severity.

How ZeroTwo runs the review

Run it when a new data room opens. Two steps stop for a person on purpose.

Read and categorize the data room
Connect the folder or upload the files. The agent sorts documents into categories such as contracts, financials, IP, employment, governance and exhibits, and lists anything it cannot open.
Add the deal context
Your input
Paste the transaction type, size, rationale and the team's known concerns, or let the agent pull them from a connected CRM record. A change-of-control clause weighs differently in a small bolt-on than in a platform deal.
Review against your checklist
Each checklist item comes back as found, partial or missing with a file reference. Findings quote the clause, name the file and explain why it matters in this deal.
Draft the report, then stop
Your approval
Keep delivery as a draft. Posting to a deal channel or notifying outside counsel should happen only after you have read the findings, because deal context is sensitive and a wrong flag costs trust.

Before anyone relies on the report

Open the cited clause for a sample of findings at every severity and confirm it says what the report says.
Read the skipped and unreadable list. Scanned or image-only files and unusual formats are where text extraction most often fails.
Treat a Found status as a pointer to a document, not a legal conclusion.
Check your NDA, the data-room terms and client confidentiality rules before uploading anything.
Leave severity ratings and anything that needs legal judgment to counsel.
Approve every outbound message yourself before it is posted or sent.

ZeroTwo's data handling is described in the privacy policy.

A starting prompt

Fill in the brackets. It asks for all four parts and for a draft rather than a post.

Read every file in [data room folder] and review it against our diligence checklist in [checklist file].

Deal context: [transaction type, size, strategic rationale, concerns the deal team already has].

Return:
1. A document inventory, including files you could not read.
2. Checklist coverage: found, partial or missing for each item, with file and page references.
3. A risk register: quote the clause, give its location and explain why it matters for this deal.
4. A list of checklist items with no matching document.

Do not post or send anything. Give me a draft to review.

Which legal workflow fits the job

This one covers a whole transaction. For narrower work, use the neighbouring workflow. Browse the full set in agent use cases, or see how the Work agent and connectors run them.

This page ownsTransaction-wide reviewCross-document gaps, checklist coverage and a first-pass risk register for a whole data room.
One agreementContract Redline BriefReviews an incoming contract against your playbook and drafts fallback language. Take individual clause findings from this report there.
A disputeLitigation Prep BriefWhen a matter becomes a dispute: chronology, key facts and exposure gathered across emails, contracts and account records.
Recurring suppliersVendor Agreement Renewal AuditRecurring supplier renewals reviewed from contract terms, spend and usage, outside a deal.

Questions about AI-assisted diligence

How many documents can ZeroTwo review in one run?

There is no number we can promise. Run time and cost depend on how many files you share, their size and format, and the model you pick, and a large room may need several passes. Start with the checklist categories you rank highest and ask for a coverage ledger so you can see what was and was not read.

What file types work?

PDFs, Word and Google documents and spreadsheets are the normal case. Scanned or image-only files, password-protected files and unusual formats can fail or read poorly, so ask the agent to list anything it could not open and check those by hand.

Can it use our own diligence checklist?

Yes. Attach or link the checklist and tell the agent to use it as the review frame. Each item should come back with a status and a file reference. The agent only knows your earlier deals if you provide them, so it will not infer your team's preferences on its own.

How does it know what matters in this deal?

You tell it, or it reads a connected CRM record: transaction type, size, rationale and the concerns your deal team flagged. That context shapes the severity it proposes. The proposal is a starting point and counsel decides the rating.

Does this replace outside counsel?

No. It is first-pass triage: reading the documents, checking them against your checklist and listing gaps. Legal judgment, privilege calls and the final risk rating stay with counsel. Nothing here is legal advice.

Is it safe to upload a confidential data room?

Check your NDA and the data-room terms first, because some prohibit sharing documents with third-party tools. How ZeroTwo handles your data is described in its privacy policy at zerotwo.ai/privacy. Try the workflow on a non-sensitive sample room before using a live one.

When should I use this instead of the contract redline or vendor audit workflows?

Use this one for a whole data room and for gaps across documents. Use the contract redline brief when one agreement needs negotiation changes, and the vendor agreement audit for recurring supplier contract review outside a deal.

Run your checklist against a sample data room first

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