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VDR glossary · Features

What is a data room archive?

Definition

Data room archive: A permanent, read-only copy of a data room's contents and history, created when the project closes and kept by the parties as a record of what was disclosed.

How it works in a data room

At the end of a project, the administrator requests an export. The platform packages the folder structure, final versions of documents, the index and often the Q&A log and activity history. Delivery formats include an encrypted USB drive, a downloadable file set, or a secure viewer application that opens offline. Some providers instead keep the room online in a locked, read-only state for a monthly charge. Policies differ on how long the provider retains data after closure, so review the data retention policy before the room is shut.

Why it matters in a deal

After signing, buyers and sellers may need to prove what was disclosed. Warranty claims, tax questions and disputes often turn on whether a document was in the room on a given date. A complete archive settles those questions quickly. It also becomes a starting point for integration, since the buyer’s teams need the same contracts and records after closing. Some providers bill separately for long-term storage; see archiving fees and our guide on how long a data room stays open.

Example

Eighteen months after buying a packaging business in Canada, a buyer believes an environmental liability was not disclosed. The seller’s lawyers open the archive and show that the relevant report was in folder 9.4 from the second week of diligence, with the buyer’s adviser recorded as having opened it. The claim is withdrawn.

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