Technology Due Diligence Checklist: the numbers look clean, does the technology underneath?
Free technology due diligence checklist for M&A. Covers architecture, security, tech debt and licensing. Generates a ready-to-present IT audit report.
Free technology due diligence checklist for M&A. Covers architecture, security, tech debt and licensing. Generates a ready-to-present IT audit report.
Technology due diligence is the independent assessment of a target company's technology before a deal: its architecture, security, scalability, technical debt, key-person dependencies, IP and code ownership, roadmap and the real cost to run it. It tells a buyer, lender or board what they are actually acquiring beneath the financial model, and whether the technology supports the deal thesis or quietly undermines it.
In practice the terms overlap. An IT due diligence checklist often leans towards infrastructure, systems and running costs; a technical due diligence checklist usually adds the product, the code, the architecture and the engineering team. This checklist covers all of it, so it works whether you are buying a software business, a technology-enabled operator or a traditional company with supporting IT.
Private equity sponsors and corporate acquirers running a deal; lenders and debt providers who need assurance the technology is sustainable; founders and sellers preparing for a sale; and the board members and advisers who have to sign it off. It is written in plain business language, so you do not need to be technical to use it.
No. This is a free starting artefact and a structured signal, not a completed due diligence and not a review. It tells you what to look at and what to ask for. It does not gather the evidence, judge the answers, or tell you what a finding is worth to your specific deal. That is the work of an independent technical due diligence.
It is scoped to your deal. It adapts to your role, the deal type, the target's size, how central technology is, whether they build or buy software, and your main concerns, then puts the items that matter most for your situation at the top, with red-flag prompts written for buyers and sellers. It is built from how a private-equity-grade technical due diligence is actually run, not a one-size-fits-all list.
A deal-breaker is a finding serious enough to walk away or fundamentally renegotiate: undisclosed breaches, IP the seller does not actually own, a critical system one person away from collapse. A price-chip is a real, quantifiable cost you fold into the offer: technical debt to clear, an overdue upgrade, integration spend. The judgement of which is which, for your deal, is exactly what a technical due diligence provides. This tool helps you ask the questions; it does not score the answers.
Because you buy the target's history, not just its systems. Marriott was fined 18.4 million pounds by the ICO in 2020 over a breach inside Starwood, the company it had acquired in 2016; the attack began in 2014 and went undetected until 2018, after completion. A breach you inherit becomes your liability the day the deal completes.
Technical debt is the accumulated cost of shortcuts, ageing systems and deferred fixes in a technology estate. CIOs estimate it at 20 to 40 percent of the value of their entire technology estate. In a deal it is a liability you take on: it shows up after completion as slower delivery, higher maintenance and unexpected rebuild costs, so it belongs in the price, not in a surprise.
About four minutes. You answer a few plain questions about the target and the transaction, and you get a tailored technology due diligence checklist on screen: eight dimensions, the items to request and verify under each, and red-flag prompts, scoped to your deal and your role. You can also receive a copy by email.
No. Starkhorn is an independent technology consultancy. We run technical due diligence for deal teams and sell advisory only: no software, no certification, no insurance, and no reselling, commission or referral fees. This checklist is free, and our independence is the point. If you want the findings interpreted and turned into a negotiating position, that is the due diligence service this tool feeds.