Technical due diligence
Technical due diligence is the structured review of a software system's assets, architecture, security, delivery practice and people, carried out before an acquisition, investment or vendor decision, that rates what was found by its effect on the decision rather than by how tidy the code looks.
Submit a project Run a technical due diligence reviewReviewed by Huy Nguyen (David), CEO · Updated 15 Oct 2026 · 3 min read
This term is one of the entries in the OutsourcingVN glossary of words buyers meet while preparing for an acquisition, investment or vendor decision.
Why does technical due diligence matter?
A system can look fine in a sales demo and still be unable to carry the plan a buyer has for it. OutsourcingVN is operated by Netbase JSC, and a buyer commissioning technical due diligence should expect it to answer one question — can this system carry the commitment at an acceptable risk — rather than produce a long list of code-quality complaints with no bearing on the decision.
What is an example of technical due diligence in practice?
A logistics group plans to acquire a small company whose product generates freight quotes for shippers. Before signing, a reviewer checks who owns the repository and cloud accounts, builds the software from a clean checkout, restores a backup in a test environment, and interviews the people who built it. Two findings — accounts held in a departing founder's name, and one person holding the only working knowledge of a key module — are rated conditions that must be resolved before signing, not noted and forgotten.
What are the common misreadings of technical due diligence?
Technical due diligence is not a code-quality audit for its own sake — a messy but well-understood module that nobody plans to touch matters less than a tidy one that only one departing person can maintain. It is also not something a seller's own report can substitute for entirely: a buyer relying on the answer should still confirm scope and method and repeat the checks that bear directly on the decision. And it is not a one-off technical opinion detached from the deal terms; each finding is rated by what it means for the commitment, from a deal-breaker down to an accepted risk.
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Common questions
The timebox follows the decision question and how quickly access is granted; a focused review of one product can fit into a couple of weeks when access is prompt.
No. It covers technical risk only; legal, financial and tax review are separate workstreams run by other advisers.
Which decisions does technical due diligence affect?
Running the review itself, from framing the decision question to rating each finding, is the subject of the software technical due diligence guide, which also covers what happens once the system changes hands. When a commitment involving someone else's software is approaching and would be expensive to reverse, describe the system and the decision date, and Netbase will respond through Netbase's own outsourcing-services platform; submit a project when you are ready.