Deal brief

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Sample brief for brokers and buyers — what public data says vs what the listing claims. Synthetic demo data; format matches outbound briefs we send pre-LOI.

Verdict: Conditional Go · 44 findings · demo only

Sample target

Northwind Logistics Software, Inc.

Meridian Freight — 30.1% of ARR can terminate on close

  • P1change of control

    Meridian Freight (30.1% of ARR) holds immediate, no-cure CoC termination right triggered by this acquisition

    CoC subtype: termination-right held by the Customer (Meridian), exercisable in sole and absolute discretion. The MSA §12.3 grants Meridian the right to terminate immediately upon a Change of Control of Provider, with NO …

  • P1ip ownership

    Core Route Optimization Engine built by contractor with NO IP assignment — only a non-exclusive license to Northwind

    The Route Optimization Engine — described in the SOW as 'a core differentiating feature of the Platform's transportation-orchestration module' that 'is intended to power high-volume enterprise deployments, including Comp…

  • P1data privacy

    GDPR violation: EU driver telemetry (Tidewater) transferred to US sub-processor with no SCCs, no DPA, no Annex 2 listing

    Northwind streams real-time EU driver location/GPS telemetry for the Tidewater (Belgium) tenant to TelemetryWorks Inc., a US sub-processor in Portland, Oregon, for route analytics. Per the company's own sub-processor reg…

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