Technical Due Diligence

Independent technical due diligence for buy, renegotiate, or walk-away decisions

Technical due diligence, also called tech due diligence, IT due diligence, or software due diligence, is an independent review of a technology company's product, architecture, codebase, and security before an acquisition or investment. The goal is a clear decision: buy, renegotiate, or walk away.

Buyers and investors often see polished decks and demos. A stress-test checks whether the product, systems, and engineering practices behind those claims can support the deal thesis after close - including what breaks under growth, key-person risk, and deferred security work.

Who it is for

• Buy-side acquirers evaluating a software, SaaS, marketplace, or digital product target
• PE and VC teams preparing an investment committee memo that needs technical risk scored
• Strategic buyers comparing build-versus-buy and integration cost
• Founders preparing for fundraising or exit who want red flags fixed before outsiders find them

What is reviewed

• Product and roadmap: what ships today, what is promised, and what depends on fragile assumptions
• Architecture and infrastructure: scalability, coupling, operational complexity, and single points of failure
• Codebase quality and maintainability: structure, test signals, debt, and team velocity risks
• Security and operational risk: access control, secrets handling, dependency exposure, and recovery posture
• Buyer briefing: prioritized findings, deal implications, and concrete next steps

Sample red flags

• Critical knowledge locked in one engineer with no runbooks
• Production systems that cannot be rebuilt from the claimed source of truth
• Customer data paths with weak access control or shared credentials
• Roadmap dates that require a rewrite the deck never mentions
• Third-party licenses or scraped data sources that create post-close liability

What you get

A written risk report with severity-graded findings, plain-language deal implications, and a short buyer briefing. The deliverable is decision support, not a vanity slide deck. Findings are anonymized in public examples; live reports stay confidential to the engagement.

Process

1. Scope and access - NDA, repos, environments, and interview list
2. Review and probes - read code and architecture, test claims, pressure-test ops stories
3. Risk report - graded findings with deal impact
4. Buyer briefing - walk through decisions and open questions

Engagement boundaries

This is buy-side or founder-prep diligence, not a substitute for legal, financial, or full penetration testing. Depth tracks the deal timeline and access granted. If access is limited, the report states what could not be verified.

Related work

For product build-outs after a deal, see software development. For scraping and bot exposure on a target site, see bot defense and web data collection.

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