Software Due Diligence Request List

Summary

This is a request list template to be used in a software due diligence investigation during an acquisition. The due diligence investigation is a critical stage of all mergers and acquisitions transactions. At this phase of the negotiation the parties have typically reached a preliminary agreement on the general parameters of a deal, conditioned on the buyer's satisfaction with the results of its due diligence investigation. While a buyer may obtain a general understanding of the seller and learn of certain risks during its initial discussions with the seller, the due diligence investigation enables the buyer to obtain a thorough understanding of the seller. The results of the due diligence investigation often impact the material deal terms and structure and, in some situations, reveal potential problems serious enough to terminate the negotiation. This template provides a starting point for conducting software due diligence and should be tailored to account for the specific facts and circumstances of the proposed arrangement. This template does not address requests for information made during a general intellectual property (IP) due diligence review. For a sample IP due diligence request list, see IP Due Diligence Request List. For a more detailed discussion on undertaking a software due diligence investigation, see Software and Information Technology Due Diligence Checklist.