Technology due diligence is an independent assessment of a company’s software, architecture, infrastructure, security, engineering team and intellectual property before you invest, acquire or merge. Its job is to confirm that what was presented in the pitch exists in production, and to put a cost and a timeline on the technical risks that could change the price or the plan. Done well, it ends in a decision: proceed, renegotiate or walk away.

This guide is written for CEOs, VPs of engineering and engineering directors who have to run, commission or survive one of these reviews. It covers the scope, a working checklist, the red flags that matter, how findings become contract protections, and what drives the effort involved. Readers in Poland will find the local angles (GDPR, NIS2, Polish deal practice) where they apply.

TL;DR

• Technology due diligence tests whether the product, platform, team and controls can support the investment case. It is not a list of everything imperfect.
• A useful scope covers architecture, code quality, infrastructure, security and compliance, DevOps, IP and licenses, team and key-person risk, vendors, and documentation.
• The most expensive findings are usually structural: unrecoverable backups, a single undocumented administrator, unsupported systems, license conflicts and secrets in code.
• Findings only protect you when each one is translated into a price adjustment, warranty, indemnity, escrow, earn-out or closing condition.
• Scope, speed and the target’s readiness (documentation, access to people) set the effort more than company size alone.

What technology due diligence is, and when you need it

Technology due diligence (also called technical due diligence or IT due diligence) is a structured evaluation of a company’s technology and the organization that builds it. A Polish practitioner guide describes the questions it should answer: does the technology belong to the seller, can it handle planned growth, is it secure and compliant, and what costs and risks does the buyer inherit.

You typically need it in four situations:

• Buying a software company or product. You are paying for code, people and contracts, not just revenue.
• Investing in a growth round. Investors increasingly ask for it earlier in the funding cycle, so founders benefit from knowing the answers first.
• Merging two engineering organizations. Integration cost is often hidden in incompatible stacks and access models.
• Selling. Running the review yourself before buyers do (sell-side or vendor due diligence) removes surprises from the negotiation.

It differs from commercial due diligence in the question it asks. Commercial work tests whether the market and revenue plan support the thesis. Technology work tests whether the product, platform and team can deliver it. The two should share assumptions but rest on different evidence.

It also differs from a routine application audit. An audit of one system’s architecture or code can be a stand-alone project; due diligence puts the same evidence in a deal context, with a valuation, a timetable and a counterparty.

What the assessment should cover

There is no single mandated standard, so the scope is set by the deal thesis. Most credible reviews converge on the same territory:

1. Technology strategy and roadmap. Does the plan match the business plan, and is it funded?
2. Architecture and scalability. How components fit together, where the bottlenecks are, what breaks at 10x load.
3. Source code and software quality. Readability, test coverage, dependency health, cost of change.
4. Infrastructure and cloud. Hosting model, availability, disaster recovery, and what it all costs to run.
5. Security and compliance. Access control, vulnerability management, GDPR, and sector rules such as NIS2 where they apply.
6. Data. Where it lives, who can reach it, how it is backed up and restored.
7. Intellectual property and licenses. Ownership of the code and the terms of open source and commercial components.
8. Team and process. Who holds the knowledge, how releases are built and shipped.
9. Vendors and contracts. Dependencies, SLAs, lock-in.
10. Integration readiness. What it takes to join or separate the system after closing.

The evidence should be technical, not narrative: repository access, build and deployment pipelines, incident and downtime history, architecture diagrams, infrastructure bills, security reports and interviews with the engineers who run the system. Statements in a management presentation are claims to be verified against these artifacts.

A technology due diligence checklist you can use

Use the table as a starting scope and cut it to the three to five areas that decide your deal.

Two of these deserve extra attention in a deal.

Key-person risk. If the engineers who built the system are leaving after closing, knowledge transfer and the safe handover of access become part of the plan. Reviewing cloud identity and access management, roles and login procedures matters because control over instances can be lost during an ownership change.

Open source and licensing. Open source is almost always present, which is fine. The question is whether the obligations are understood. A 2026 analysis of 947 commercial code bases, reported by Brandsit, found open source in 98% of them and license conflicts in 68%. In M&A transactions specifically, the same report says 94% involved code with licensing conflicts.

How an architecture and code audit works

An application architecture audit is the technical core of the review. A sound sequence looks like this:

1. Frame the question. Start from the investment thesis: for example, tripling users, entering a regulated market, or integrating with the buyer’s platform.
2. Map the system. Reconstruct the real architecture from the running environment and the code, then compare it with the documented one.
3. Analyze the code. Combine automated tools (static analysis, dependency and license scanning) with manual review of the most critical modules.
4. Test the claims. Review performance data, load behavior, availability history and the build pipeline.
5. Assess security and compliance. Check access management, secrets, patching, backup and recovery, and applicable regulation.
6. Interview the team. Engineers explain what the code cannot: why decisions were made and where the fragile parts are.
7. Report and prioritize. Group findings by category and order recommendations from most to least important, with estimated cost and effort.

The output should answer one plain question: can this technology carry the plan? Every codebase has flaws. The value of the assessment lies in separating the issues that threaten the plan from those you can live with, then attaching a rough cost and timeline to the first group.

If you are preparing for this scrutiny or want an independent view of your own platform, our technical audit service follows the same logic: evidence first, then prioritized recommendations.

Red flags that change the price

Some findings are inconvenient. Others change the valuation or the structure of the deal. These are the ones we would escalate first:

• Backups that have never been restored. A backup that has not been tested is an assumption, not a control.
• One administrator, no documentation. The business effectively depends on a single person’s memory.
• End-of-life systems. Unsupported operating systems and frameworks carry security exposure and an upgrade bill.
• Unresolved licenses. Commercial or copyleft components used without clear rights.
• Credentials in code. API keys or passwords committed to repositories.
• No network segmentation. One compromised host exposes everything.
• No security or privacy policy. In Poland and across the EU, GDPR exposure is a direct financial and reputational risk.
• Vendor lock-in without an exit plan. Cheap now, costly to leave.
• Scaling limits. Architecture, hosting costs and the team’s ability to execute the roadmap can undermine the assumptions behind an investment in a software company.

The period right after closing carries its own risk. Changes to permissions, network integration and reorganized security policies can create temporary vulnerabilities, so the integration plan should be reviewed with the same care as the target’s current state.

For the security, continuity and compliance part of the review, an external IT and security assessment can complement the software-focused work, especially where the target’s day-to-day IT operations need checking alongside its product.

From findings to deal protection

A report that ends in a list of reservations does not protect a buyer. A Polish M&A lawyer makes the point that identified risks have value only when translated into specific mechanisms in the share purchase agreement. The same source lists the available mechanisms: price correction, warranty, indemnity, escrow, earn-out or a condition precedent.

A practical way to work:

1. Define the decision. Write down what the review must help you decide.
2. Focus on three to five critical areas. Breadth dilutes the findings that matter.
3. Escalate deal-breakers immediately. Do not wait for the final report.
4. Build a risk matrix. Score each finding by valuation impact and probability.
5. Map each risk to a contract mechanism. For instance, an unresolved license maps to a warranty and indemnity; a never-tested disaster recovery process may map to a closing condition or a funded remediation plan.
6. Plan the translation into the agreement early, not after the report arrives.
7. Document the decision. In Polish joint-stock and limited-liability companies, board decisions taken on adequate information fall under the business judgment rule in art. 293 § 3 of the Commercial Companies Code, so a recorded rationale has legal value.

On the remediation side, give each finding an owner, a cost range and a sequence. Quick wins (rotating exposed secrets, running a restore test) come first. Structural items (replatforming, refactoring a monolith) go into a 100-day or 12-month roadmap. Our work on legacy system modernization and cloud migration often starts exactly here, with a prioritized list from a review.

What drives the scope and effort

We do not publish prices for audits, because the scope decides the work. The factors that move effort the most are:

• Number of systems and products. One platform and a portfolio of acquired products are different engagements.
• Technology diversity. Many languages, frameworks and hosting models take longer to assess.
• Regulatory environment. Healthcare, financial and cybersecurity-sensitive targets need deeper compliance checks.
• Team size and distribution. More interviews and more time zones.
• Documentation quality. A target with clear diagrams and runbooks is faster to assess.
• Access. Early, complete access to repositories, environments and key people shortens the timeline.
• Speed. Compressed schedules need more people at once.
• Depth required. A red-flag screen for a go or no-go decision is lighter than a full review ahead of signing.

If you are the seller, the most effective preparation is a data room with architecture diagrams, a software bill of materials, restore-test records, access lists, contracts and an honest debt register. For buyers, the cheapest time to commission a review is before exclusivity, when you can still walk away.

Our perspective

In our experience, the strongest technology due diligence is the one that ends with a plan, not a score. Executives rarely need to know that a system is imperfect; they need to know which three things threaten the thesis, what each costs to fix and who can fix them.

We approach it as engineers who also build and modernize these systems. That means the review looks at what it will take to operate, scale and integrate the platform after the deal: architecture, cloud cost, DevOps maturity, security, and how well an internal team and an engineering partner can work together. Our focus is on AI systems engineering and scalable enterprise platforms, so we pay particular attention to data pipelines, LLM integrations and the security of both.

Our advice is to treat the review as the first phase of the value-creation plan. The same findings that adjust the price should seed the roadmap, with owners and sequencing from day one.

Vlad

How DevPulse can help

If you are evaluating a target, preparing to be evaluated or inheriting a platform after a deal, we can support you before and after signing. Our technical audit and technology consulting team reviews architecture, code, infrastructure and delivery practices, and our engineers can then carry the remediation: modernizing legacy systems, migrating to the cloud, strengthening DevOps and quality engineering, and providing ongoing support.

To discuss your situation, request a consultation and tell us the deal stage, the stack and your timeline. If you are also weighing external engineering capacity as part of the integration, our guides on evaluating a technology partner and compliance in IT outsourcing can help you structure that decision.

FAQ

Why do companies do technology due diligence?

To verify that the technology behind a deal is real, owned by the seller and capable of supporting the plan. It surfaces risks and costs that affect valuation, integration and the post-close roadmap, so the buyer can adjust the price, add contract protections or walk away.

What is the difference between IT due diligence and technical due diligence?

In practice the terms overlap. IT due diligence leans toward infrastructure, operations, security and IT organization; technical due diligence leans toward the product’s architecture, code and engineering process. For a software company you usually need both, so agree the scope in writing at the start.

How long does a technology due diligence take?

It depends on the number of systems, the depth required and how quickly the target gives access. A red-flag screen can be completed in days, while a full review ahead of signing usually takes several weeks. Well-prepared documentation and early access to key engineers shorten it.

Who should receive the report?

The deal team and decision-makers: the CEO or investment committee, the board, legal counsel drafting the agreement and the engineering leaders who will run the platform. Legal counsel needs it early so findings can become warranties, indemnities or conditions in the contract.

Sources

• Digiter: due diligence technologiczne przed zakupem firmy
• Brandsit: technology in due diligence
• Sawaryn: due diligence przy M&A

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