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VDR glossary · Security

What is data loss prevention (DLP)?

Definition

Data loss prevention (DLP): A set of controls that detect and block sensitive information from leaving an organization in ways it should not, for example by flagging uploads that contain card numbers or blocking unusual bulk downloads.

How it works in a data room

DLP in a data room works in two directions. On the way in, scanners can flag files that contain patterns such as national ID numbers, bank details or health information before they are released to bidders. On the way out, rules limit how much a user can download, block printing for specific folders, apply dynamic watermarks and alert administrators to unusual volumes. Some organizations also connect the room to their wider DLP tooling so that files downloaded from it remain tagged and controlled on the user’s device.

Why it matters in a deal

The two most common data room mistakes are uploading something that should never have been shared and letting someone take far more than they need. Inbound checks catch the first, outbound limits contain the second. Both matter for personal data, where an unredacted payroll file can trigger a reportable incident, and for trade secrets that a competing bidder could exploit if the deal falls through.

Example

A healthcare services group prepares a sale room with 9,000 files. An inbound scan flags 140 documents containing patient identifiers that were meant to be anonymized. The team redacts them before the room opens. Later, a bidder account tries to download an entire contracts folder, hits the volume limit and the administrator is notified. The healthcare services guide covers patient data in deal rooms.

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