# Startup Data Room Template By Colin Gardiner, Yonder A startup data room should contain the current investor deck, financial model and use of funds, investor FAQ, financing documents, formation and governance records, cap table, prior investment documents, employment and advisor agreements, IP records, insurance, product materials, sales pipeline, material commercial agreements, go-to-market plan, KPI history, board materials, and prior investor updates. Canonical guide: https://yonder.vc/resources/data-room-template/ ## Copyable folder structure ~~~text Startup Data Room 00 Start Here Data Room Index Current Investor Deck Diligence Contact and Process 01 Fundraising Investor Deck Financial Model and Use of Funds Investor FAQ Current Financing Documents 02 Corporate and Legal Formation and Governing Documents Current Cap Table Prior Financing Documents Employment and Contractor Agreements Advisor Agreements Intellectual Property Insurance 03 Product and Commercial Product Demo Product Roadmap Sales Pipeline Material Commercial Agreements Go-to-Market Plan 04 Company History Past Investor Updates Historical KPI Exports Material Board Materials 05 Restricted Due Diligence Unredacted Agreements Employee and Customer Data Other Need-to-Know Materials 99 Archive Superseded Documents ~~~ ## 1. Fundraising Give investors the current story, the model behind it, and the documents for this round. - **Investor deck:** The current deck in PDF format, dated and clearly marked as the latest version. - **Financial model and use of funds:** Historical actuals, forward assumptions, runway, hiring plan, and how this round changes the plan. - **Investor FAQ:** Direct answers to recurring diligence questions, including the questions that are hardest to answer. - **Current financing documents:** The proposed SAFE, note, or priced-round documents and any approved term sheet. ## 2. Corporate and legal Make ownership, authority, employment, intellectual property, and existing obligations easy to verify. - **Formation and governing documents:** Certificate of incorporation, bylaws, amendments, registrations, and relevant board or stockholder approvals. - **Current cap table:** A fully diluted cap table that reconciles issued shares, options, SAFEs, notes, warrants, and the option pool. - **Prior financing documents:** Signed SAFEs, notes, stock purchase agreements, side letters, and amendments from earlier rounds. - **Employment and contractor agreements:** Signed agreements for founders, employees, and key contractors, including invention-assignment language. - **Advisor agreements:** Signed advisor agreements and the equity or cash compensation attached to each relationship. - **Intellectual property:** IP assignments, patents, trademarks, licenses, open-source policies, and material third-party rights. - **Insurance:** Current policies and certificates for the coverage material to the company. ## 3. Product and commercial Show what the company has built, how it plans to grow, and which commercial claims can be verified. - **Product demo:** A short current walkthrough, with test credentials only when they are safe and necessary. - **Product roadmap:** The next major product milestones, their sequencing, and the assumptions behind them. - **Sales pipeline:** A dated pipeline with stage definitions, expected value, probability, owner, and next step. - **Material commercial agreements:** Signed customer, supplier, marketplace, channel, and partnership agreements that support material claims. - **Go-to-market plan:** Target customer, acquisition channels, sales motion, conversion assumptions, and near-term priorities. ## 4. Company history Let investors see how the team communicates, measures progress, and responds when the plan changes. - **Past investor updates:** A chronological archive of prior updates, with metric definitions kept consistent across periods. - **Historical KPI exports:** Source reports behind the deck's core metrics, including definitions and reporting periods. - **Material board materials:** Approved minutes, written consents, and board materials relevant to financing or major company decisions. ## How to set up the data room 1. **Use numbered top-level folders:** Keep the order stable so every investor sees the same structure and links do not break when files are added. 2. **Put an index at the top:** List every expected document, its owner, last-updated date, status, and access level. Mark missing documents instead of hiding the gap. 3. **Name files for humans:** Use YYYY-MM-DD - Document name - Status. Avoid final-final-v3 and keep superseded documents in an archive folder. 4. **Separate restricted diligence:** Keep employee personal data, unredacted contracts, customer data, and other sensitive material out of the general room. Grant access only when needed. 5. **Share read-only by default:** Use named access where practical, disable resharing, set expiration dates when available, and test every link in a signed-out browser. 6. **Keep one source of truth:** Update the room as diligence progresses. If a number changes in the deck, update its source file and the index at the same time. ## Access and redaction Share read-only by default. Keep passwords, API keys, bank credentials, personal data, customer-level data, sensitive employee records, and anything the company does not have the right to disclose out of the general room. Put need-to-know materials in Restricted Due Diligence and involve counsel when appropriate. ## Instructions for an AI agent ~~~text Audit and organize a startup fundraising data room using Yonder's guide: https://yonder.vc/resources/data-room-template/ Use only the files, links, and facts I provide. Do not invent documents, signatures, dates, ownership, financials, customers, legal conclusions, or security claims. Do not move, rename, delete, upload, or share anything unless I explicitly authorize those actions. Requirements: 1. Inventory every provided file. For each one, report its current name, proposed folder, proposed filename, date, entity, status, sensitivity, and any obvious duplicate or superseded version. 2. Use these top-level folders: 00 Start Here, 01 Fundraising, 02 Corporate and Legal, 03 Product and Commercial, 04 Company History, 05 Restricted Due Diligence, and 99 Archive. 3. Classify access as General, Restricted, or Do Not Share. Flag passwords, API keys, bank credentials, personal data, health data, customer-level data, signatures, account numbers, and other material that should not be exposed broadly. 4. Check consistency across the deck, model, cap table, financing documents, pipeline, KPI exports, and investor updates. Never resolve a conflict by guessing. Quote both values and identify the source files. 5. For legal documents, verify only observable facts such as entity name, date, parties, signature status, and referenced exhibits. Do not give legal advice. 6. Produce a prioritized missing-document list. Use [MISSING], [STALE], [CONFLICT], [UNSIGNED], [REDACT], and [ACCESS CHECK] labels. 7. Propose a clean folder tree and file-renaming plan. Preserve originals and place superseded files in 99 Archive. 8. End with a pre-share QA checklist covering link access, redactions, file dates, metric definitions, cap-table reconciliation, signatures, and a signed-out-browser permission test. Output: - Investor-readiness summary - File inventory - Proposed folder tree - Missing and conflicting items, prioritized - Redaction and access plan - Pre-share QA checklist - Questions that require a founder, finance lead, or lawyer Be direct and specific. If you cannot verify something, say so. ~~~ ## Common questions ### What should be in a startup fundraising data room? Include the current deck, financial model and use of funds, investor FAQ, financing documents, formation and governance records, cap table, prior investment documents, employment and advisor agreements, IP records, insurance, product materials, pipeline, material commercial agreements, go-to-market plan, KPI history, board materials, and prior investor updates. ### When should a founder build the data room? Build the first version before fundraising begins. The room will expose inconsistencies in the cap table, model, contracts, and deck while there is still time to fix them. ### What should not go in a general investor data room? Do not broadly share passwords, API keys, bank credentials, unredacted personal data, customer-level data, sensitive employee records, or documents the company does not have the right to disclose. Put need-to-know materials in a restricted folder and involve counsel when appropriate. ### Should every investor receive access to every document? No. Start with the materials needed to understand the company and the round. Grant access to sensitive contracts, detailed personal data, or privileged material only when diligence requires it and the company is comfortable sharing it. ### Does the data-room platform matter? Less than the structure and permissions. Google Drive, Dropbox, Box, and purpose-built data-room tools can all work if the room is current, read-only by default, easy to navigate, and tested from the investor's point of view. ### How should data-room files be named? Use a consistent date-first format such as YYYY-MM-DD - Document name - Status. Keep one current version in the live folder and move superseded versions to an archive instead of creating final-final-v3 filenames.