Selling our SaaS Startup: Free Example Data Room

Nicholas Cron

After working in the startup world for over 10 years, one thing I know is that an entrepreneur’s greatest help are other entrepreneurs who have been through it before. We’ve had some amazing mentors throughout my career, so after recently selling our SaaS business,, we wanted to share what we’ve learned through the process publicly for other entrepreneurs to benefit from.  

With that in mind I created this post to share some of what we learned in the acquisition process, and created a public version of our data room that you can download and use to help think about the documentation needed to get through a due diligence process.

If you are interested in our story, check out the other posts in this series.

What happened during the sale process

We received an initial letter of intent in May of this year, which kicked off the arduous yet exciting process of selling Nextup. First, my co-founder Mike and I had to decide if we were ready to sell the company. This was a complicated process and not an easy decision. Ultimately we decided that Appfire was the right partner to take Nextup’s products to the next level, and would help our customers get even greater value, so we signed the letter of intent.

From there, we began the due diligence process, which involved a lot of paperwork, lawyers, accountants, and time. The due diligence process in total spanned four months and included gathering a data room full of everything you could ever imagine about our company including legal documents, employee information, customer invoices, tax records and so. much. more.

I cannot stress how important it is to have the right team assisting you with a diligence process. This includes a great team of lawyers, finance experts, and your internal team to help you gather information. This is the part of the selling process that can make or break the whole deal.

It is also the time when negotiations around details of the sale, like earn out opportunities, employee stock program, retention plans, and the future of your products are hammered out.

Example Data Room for acquisition due diligence

Our team learned a lot in the process, but one major takeaway was the need to be really organized from a documentation perspective. We were fortunate that we decided to keep copies of everything in our dropbox from the very beginning. As you may imagine we didn’t have folder structure to start with, so our records eventually became more disorganized.  

We spent months gathering information for our due diligence. Ultimately what we gathered told the full story of our business and contributed to the successful closing of the sale in October 2022. We thought it would be helpful to share an example of what our data room looked like and what folders were included.

View and download our public data room.


Overview of the folder structure

We had nine top level folders and used a numbering scheme to make references to folders easy in diligence responses - i.e. we would reply to a request with “See 08.01 - SOC Reports”

The folders we created were the following:

  • 01 - Company Legal & Organization - this folder contains our legal company documents, seed investment docs (we used NVCA model docs), cap table, option grants, and other company level details.
  • 02 - Employees - this folder included details on current and past employees, organization charts, employee handbooks, I-9 forms, summary reports and additional details.
  • 03 - Customers - this folder contained our standard agreement templates, and folders for each customer with non-standard terms, order forms, MSA, DPA, etc.
  • 04 - Financial - this folder included our bank statements, trial balance, general ledger, ap, ar, subscriptions and additional financial data.
  • 05 - Tax - this folder contained tax filings for federal, state and local along with CAT taxes, R&D Tax studies, sales tax and other forms of tax and regulations.
  • 06 - Insurance - a copy of our business insurance summary documents for each year.
  • 07 - Vendors - signed versions of all vendor agreements with a specific focus on IP rights and summary data and reports.
  • 08 - Security & Compliance - this folder contained details on our SOC reports, bug bounty, policies, vendor and processor DPAs, terms and conditions, pen tests and all other relevant security and compliance data.
  • 10 - Transaction Documents - this folder contained the final version of the agreements with signatures and was held in escrow until close.

If you spend some time digging into each folder, you’ll get a good idea of what is required of a business during the due diligence process. As you can see, it’s an intense process. If you want to be ahead of the game, it would be a good idea to start keeping these documents organized and available BEFORE you start thinking about selling your business.

How to download a copy for yourself

You can download a blank copy of our data room easily in Google drive - here’s how:


Navigating the sale process while running a business

It was about five months from the time we got a term sheet to when we closed on the sale of While we were deep in the diligence process, we also had to run our business as normal.

Throughout that time period, we wanted to ensure that our customers saw no disruption to their service and that our team felt valued. We accomplished this by sharing the acquisition news with a small group of internal leaders first before we shared more widely with the rest of the team. This allowed us to bring in support for the diligence process without distracting everyone from our company goals of providing excellent service.

We also decided to boost internal morale before this big change happened by taking our team of 12 on a company retreat to the Dominican Republic. This trip was less about work and more about building our internal collaboration and relationships. It was a great way to unwind and connect before jumping into the reality of merging our small startup with a large corporation.


What we learned through selling our company

Although we’ve all heard the stories of acquisitions gone wrong, I will say we had a great experience working through the sale of to Appfire. There were no major hiccups and we learned a ton throughout the process including:

  1. Organization is key - The more you can keep your business affairs in order as you grow, the better off you’ll be when it comes time to sell. Keep and document everything!
  2. Find the right support team - Make sure you choose the right lawyers, accountants, and internal support players to help make the deal process smooth.
  3. Communicate clearly with your buyer - Don’t hesitate to ask questions, share concerns or ask for what you want in a deal. If your buyer is serious, they will want to work through these with you in order to close the deal to everyone’s satisfaction.

I hope sharing our experience going through this process of selling our SaaS company will help other entrepreneurs navigate similar situations. With the right support team and a great buyer, the process can be a positive experience for all.

If you’d like to read more in our series “Selling our SaaS Startup,” check out the other posts in the series below.

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