Due diligence checklists

Vendor due diligence checklist (third-party / supplier)

The documents to request before onboarding a supplier, SaaS provider or outsourcing partner – company, financial health, information security, data protection, compliance and contract terms.

See the checklist

Third-party (vendor) due diligence is done by a customer before it relies on a supplier: a bank onboarding a payments processor, a company choosing a cloud provider, a manufacturer signing a key component supplier. The goal is to confirm the supplier is who it says it is, financially able to perform, compliant with law and the customer's own regulatory obligations, and secure enough to be trusted with data or critical processes.

Depth should match risk. A low-risk supplier with no data access may only need identity, sanctions screening and insurance. A critical vendor processing personal data or running a core process needs the full list below, a security assessment and a right to audit. Many regulated sectors – financial services in particular – also require ongoing monitoring, so expect to refresh certificates and reports at least once a year. (Note: in M&A, "vendor due diligence" means a report the seller commissions on its own company; for that, see the M&A checklist.)

For the vendor, the fastest way to pass these reviews is a ready-made trust package: current certificates and audit reports, a standard completed questionnaire, policies and a template data processing agreement, shared through a single access-controlled link with an NDA rather than attached to e-mails on request.

Vendor due diligence checklist – 6 folders, 37 documents

Numbered like a data room index: use the sections as folders and keep the numbers in file names.

1. Company & ownership

  1. 1.1Certificate of incorporation and registry extract
  2. 1.2Ownership structure and ultimate beneficial owners
  3. 1.3Directors and key management
  4. 1.4Sanctions, PEP and adverse media screening results
  5. 1.5Group companies and subcontractors involved in the service
  6. 1.6References from existing customers

2. Financial health

  1. 2.1Latest audited financial statements
  2. 2.2Credit report or rating
  3. 2.3Evidence of insurance (professional indemnity, cyber, general liability)
  4. 2.4Major lenders or investors and any going-concern notes
  5. 2.5Dependence on a single customer or funding source
  6. 2.6Tax good-standing or payment certificates

3. Information security

  1. 3.1Information security policy
  2. 3.2Certifications or reports (ISO 27001 certificate, SOC 2 Type II report)
  3. 3.3Latest penetration test summary and remediation status
  4. 3.4Completed security questionnaire (e.g. SIG, CAIQ or your own)
  5. 3.5Access control, encryption and logging description
  6. 3.6Security incident history and incident response plan
  7. 3.7Business continuity and disaster recovery plans with test results

4. Data protection

  1. 4.1Data processing agreement
  2. 4.2List of sub-processors and their locations
  3. 4.3International transfer mechanism (SCCs, adequacy decision)
  4. 4.4Records of processing for the service
  5. 4.5Data retention and deletion procedures
  6. 4.6Data breach notification process and timelines

5. Compliance & ESG

  1. 5.1Anti-bribery and corruption policy
  2. 5.2Code of conduct and supplier code acceptance
  3. 5.3Modern slavery / human rights statement, where required
  4. 5.4Licences and regulatory authorisations for the service
  5. 5.5Environmental and sustainability policies
  6. 5.6Litigation and regulatory actions against the vendor

6. Operations & contract

  1. 6.1Service description and service level agreement (SLA)
  2. 6.2Support model and escalation contacts
  3. 6.3Exit and transition plan
  4. 6.4Liability caps, indemnities and insurance requirements
  5. 6.5Audit rights and reporting obligations
  6. 6.6Pricing, renewal and termination terms
Interactive checklist

The CSV opens in Excel, Numbers or Google Sheets. A practical starting point – adapt it to your deal and jurisdiction with your advisers.

Who asks

Procurement, information security, legal and privacy teams on the customer side; in regulated firms also compliance and third-party risk management. For critical outsourcing, regulators may expect the file to be available on request.

Typical timeline

From a few days for low-risk suppliers to several weeks for critical vendors; repeat at renewal and at least annually for high-risk third parties.

Red flags
  • Opaque ownership or unidentified beneficial owners
  • Sanctions or adverse media hits
  • No independent security certification or audit report for a critical service
  • Unknown sub-processors or data stored in unexpected countries
  • Refusal to accept audit rights or breach notification timelines
  • Weak financial position or going-concern doubts
  • No tested business continuity plan

Turn this checklist into a data room

Generate the folder structure, upload documents under the same index numbers and share them with NDA acceptance, per-folder permissions, watermarks and page-level tracking. Unlimited plan $174 per team per month with data rooms, or a one-off Deal Room Pass for $199 (90 days).

FAQ

Vendor due diligence – questions

What is vendor due diligence?

The checks a company performs on a supplier or service provider before signing and during the relationship: identity and ownership, financial health, security, data protection, compliance and contract terms.

What documents should I request from a vendor?

Registry extract and ownership, financial statements, insurance certificates, security certifications or SOC 2 report, a completed security questionnaire, a data processing agreement and sub-processor list, policies and the SLA.

How often should vendor due diligence be repeated?

At renewal and on a risk-based schedule – typically annually for critical or high-risk vendors and less often for low-risk suppliers – plus whenever the service or ownership changes.

What is the difference between vendor due diligence in M&A and in procurement?

In M&A, vendor due diligence is a report the seller commissions on its own business to give to buyers. In procurement and third-party risk management, it means a customer checking its suppliers.

How can vendors share security documents safely?

Through a data room or tracked link with NDA acceptance, watermarking and access expiry, so SOC 2 reports and penetration test summaries are not forwarded freely.