A software due diligence checklist service that works each item against the target's real data and delivers a defensible exposure figure, not a set of ticked boxes.
Our software due diligence checklist service turns a generic checklist into a quantified result. A checklist on its own lists what to ask for. The service works through each item against the target's real data, reconciles deployment against entitlement, and delivers a defensible exposure figure rather than a set of ticked boxes. The difference is the difference between knowing what to look for and knowing what the answer costs.
The software due diligence checklist service starts where most checklists stop. We locate every material agreement so no publisher surprises the buyer after close. We capture deployment data, because installs and consumption against entitlement are the only figure a publisher audits on. We test the metrics that breach quietly, such as processor counts, named users, and indirect access. We read the change of control and anti assignment terms that decide whether a deal structure protects the target's pricing. And we map the renewal calendar so year one cost rises are priced in rather than discovered.
Inherited software licensing exposure is usually latent and unquantified in standard due diligence, and it lands as a publisher audit after close. As of June 2026, public reporting shows SAP pursued AB InBev for a figure in the region of 600 million dollars, and the Diageo Great Britain Ltd v SAP UK Ltd judgment, [2017] EWHC 189 (TCC), confirmed indirect access can require licensing. A checklist that ends at gathering documents leaves that exposure unmeasured.
| Checklist item | What we verify | What it protects |
|---|---|---|
| Contract inventory | All material agreements located | No surprise publisher after close |
| Deployment data | Installs and consumption captured | The figure a publisher audits on |
| Metric test | Processors, users, indirect access | Quiet breaches surfaced early |
| Change of control | Consent and reprice triggers read | Deal structure chosen with eyes open |
| Renewal calendar | Reprice dates mapped | Year one cost rises priced in |
A software due diligence checklist worth running goes well beyond a request for contracts. It asks the target to evidence every material agreement, including the order forms and amendments that change the terms, because a missing amendment can flip a position from compliant to exposed. It asks for deployment evidence, not a self assessment, because the only figure that matters is what the systems actually run against what the licences permit. It asks for the renewal schedule, the audit history, and any prior true ups, since a publisher that has audited once will audit again. And it asks the change of control question against the proposed deal structure, because a stock purchase, an asset purchase, and a merger each trigger different clauses.
Running those items as a workflow is what produces a result instead of a record. We sequence the checklist so each answer feeds the next, gather the deployment data, test it against the entitlement, and convert the gap into a quantified exposure by publisher. The deal team receives a figure with a defensible basis, the renewal events that will move it, and a prioritised list of what to address in the first hundred days after close. A checklist that ends at a stack of documents leaves all of that work undone and the buyer exposed to whatever the documents did not reveal.
A checklist is a useful starting point, but a list of questions does not protect a buyer. The exposure that matters is the gap between the answers, and quantifying that gap takes the deployment data, the metric tests, and the publisher knowledge that a checklist cannot supply on its own. The service runs the checklist as a workflow and converts it into a number the deal team can act on. Because we are independent and paid only by the acquirer, that number is built to survive the investment committee. We provide commercial and licensing advisory, not legal advice, and recommend your own counsel for the interpretation of any contract term.
The checklist feeds our full software due diligence service and the software due diligence guide pillar. In practice: a deal repriced by 6 million dollars and hidden licensing gaps mapped.
We turn a software due diligence checklist into a defensible exposure figure. Tell us about the deal and we respond within one business day.
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