Close the Gap Between What They Claim and What Contracts Say
Target companies expect you'll take their word on revenue, renewals, and obligations. Smart buyers verify. Expectica IQ analyzes every contract in the data room (and finds the ones they forgot to include) in days, not weeks—showing you the gap between management presentations and legal reality.
The Due Diligence Expectation Gap
Target companies have expectations about what you'll accept. Smart buyers verify claims with contractual reality.
“Management expects you'll believe the revenue projections. The contracts tell a different story.”
- •Management deck: “$2.4M ARR with high-confidence renewals”
- •Contract reality: $400K in renewals require active engagement (not auto-renew)
- •Contract reality: 3 major customers can cancel with 30-day notice
- •Contract reality: $200K revenue is one-time, not recurring
“Target expects their data room is complete. Critical contracts are missing.”
- •Target provides “complete” data room with 200 contracts
- •Expectica IQ scans email archives: finds 80 additional contracts
- •Missing contracts include: side letters, amendments, verbal commitments via email
- •Material obligations discovered that weren't in data room
“Seller expects contracts transfer cleanly. Assignability issues threaten the deal.”
- •127 customer contracts reviewed
- •42 contracts prohibit assignment without consent
- •23 contracts have Change of Control provisions triggering renegotiation
- •8 contracts auto-terminate on acquisition
Verify What Management Claims in Days, Not Weeks
Expectica IQ closes the expectation gap by analyzing every contract (including the ones they forgot to include) and showing you the delta between claims and contractual reality.
Find Every Contract—Even What's Not in the Data Room
Unlike manual review that relies on the target's data room, Expectica IQ finds contracts they forgot to include by scanning email archives for attachments, side letters, and verbal commitments.
Data room analysis:
- Ingests entire virtual data room (thousands of contracts)
- AI classification of every agreement
Email archive discovery:
- Scans target's M365/Google Workspace email (with permission)
- Finds contracts in: email attachments, sent folders, archived threads
- Discovers: side letters, amendments, verbal commitments confirmed via email
Example Finding
- •12 customer side letters with pricing commitments
- •8 vendor agreements with minimum spend obligations
- •3 employment agreements with change-of-control bonuses
- •24 email commitments not reflected in formal contracts
Revenue Reality Dashboard
Verify Revenue Claims Against Contract Reality
Management presents revenue projections. Contracts show what's actually committed. Expectica IQ reconciles claims with contractual reality.
Management claims:
- •“$2.4M ARR”
- •“High-confidence renewals”
- •“Recurring revenue”
Expectica IQ verifies:
- Contracted ARR: $2.1M (not $2.4M)
- Auto-renewal contracts: $1.5M (safe)
- Active renewal required: $400K (at risk)
- One-time revenue: $200K (not recurring)
Data-driven negotiation leverage based on contractual reality.
Know Transfer Risks Before You Close
Expectica IQ automatically classifies every contract by transfer risk, showing you which contracts require consent, renegotiation, or may block deal completion.
Prohibited Assignment (42 contracts - $1.2M ARR)
Explicit prohibition on assignment. Requires renegotiation or customer consent. Critical path items for deal completion.
Consent Required (23 contracts - $680K ARR)
Assignment allowed with counterparty consent. Requires outreach during DD or post-close. Moderate risk if consent withheld.
Transferable (62 contracts - $1.4M ARR)
Silent on assignment (implies consent) or explicitly allows assignment. Low risk, transfers automatically.
Risk Summary
Clear roadmap of post-close integration work and associated risks.
Built for Buy-Side Deal Teams
Expectica IQ gives PE firms and corporate dev teams the tools to verify claims, find missing contracts, and quantify risks before close.
Complete Contract Discovery
Data rooms miss 20-40% of contracts. Expectica IQ scans email archives to find side letters, amendments, and commitments not in the data room.
Financial Reconciliation
Management claims don't always match contract reality. Expectica IQ verifies contracted ARR, auto-renewals vs. at-risk revenue, and one-time vs. recurring.
Change of Control Detection
AI reads every contract for CoC provisions (not just keyword search), identifying auto-termination rights, renegotiation triggers, and price adjustments.
Assignability Classification
Automatically classifies contracts as Prohibited, Consent Required, or Transferable. Shows which contracts need renegotiation or customer consent.
Renewal & Expiration Analysis
Identifies contracts expiring during DD and first 12 months post-close. Flags at-risk revenue requiring active renewal attention.
Executive-Ready Reports
Generates investment committee-ready reports highlighting revenue gaps, missing contracts, assignability risks, and recommended price adjustments.
Built for Every Deal Type
Platform Acquisitions
“Verify target's revenue quality, identify integration risks, assess assignability across portfolio. Know which customers need consent before announcing.”
Bolt-On Acquisitions
“Find contract conflicts (competing customers, exclusivity clauses), assess integration complexity, verify synergy assumptions are contractually feasible.”
Carve-Outs
“Identify shared services contracts, verify which agreements transfer vs. need to be renegotiated, find TSA requirements.”
From 6-Week Manual Review to 3-Day AI Analysis
Before Expectica IQ
- •6 weeks: Manual review of 847 contracts
- •$216K in fees: 3 analysts at $300/hour
- •Found: Material revenue discrepancy ($400K overstatement)
- •Missed: 23 contracts not in data room (discovered post-close)
- •Missed: 12 CoC provisions (triggered post-announcement, delayed close)
After Expectica IQ
- •3 days: AI analysis of 847 contracts + email archives
- •$15K cost: vs. $216K manual review (95% reduction)
- •Found: Same $400K revenue discrepancy
- •Found: 47 additional contracts via email scan (before close)
- •Found: All 31 CoC provisions (negotiated consent pre-announcement)
“Expectica IQ found contracts our manual DD team missed. That alone justified the cost. The speed was a bonus.”
Complete Due Diligence: Revenue + Cost Side
Most DD teams focus only on revenue contracts. But the cost side matters too.
DealTracer (Revenue Side)
- Customer agreements, renewals, obligations
- Revenue verification
- Assignability assessment
- CoC impact on revenue
SpendTracer (Cost Side)
- Vendor agreements, SaaS contracts, services
- Cost structure verification
- Vendor dependencies
- CoC impact on costs
Example: Why Both Sides Matter
Revenue Side (DealTracer):
- •“$2.4M ARR” verified as $2.1M contracted
- •Adjustment: -$300K ARR
Cost Side (SpendTracer):
- •Management claims “$800K annual SaaS spend”
- •Contracts show: $1.1M committed (auto-renewals, minimum commits)
- •Plus: 8 vendor contracts have CoC provisions allowing 20% price increase
- •Potential cost increase: +$520K ($300K hidden + $220K CoC increases)
Combined Impact:
Complete DD requires both revenue and cost side analysis.
Know What You're Really Buying
Verify management claims with contractual reality. Find the contracts they forgot to include. Know assignability risks before you close.
Project-based pricing: Typically $15K-50K depending on contract volume