What Belongs in a Technology Due Diligence Data Room

Most data rooms are built around finance and legal. The technology section is often an afterthought: a few architecture slides, a security policy, and a promise of access "later". That gap costs time. Buyers end up sending long request lists, sellers scramble to produce documents, and the technology workstream finishes after everything else. A well-prepared technology section shortens diligence and signals that the company is run with care.

This guide is written for sellers preparing a data room and for buyers who want to know what to ask for.

Principles

Show evidence, not descriptions. A policy document says what should happen; access review records, incident logs and test reports show what does happen. Buyers weight the second far more heavily.

Organize by question, not by department. Buyers want to answer specific questions: can this product scale, is it secure, does the company own it, what will it cost to run. Folder structure should make those answers easy to find.

Share in stages. Not everything belongs in the room on day one. Source code, detailed security findings and personal data should be shared later, to fewer people, under tighter controls.

Suggested structure

1. Overview

A short written description of the product, its main components and how it is delivered to customers. An up-to-date architecture diagram with a legend. A glossary of internal system names. This folder lets a diligence team orient themselves before the first meeting.

2. Product and roadmap

The roadmap for the next four quarters, a list of features committed to customers that are not yet built, and any planned re-platforming or major migrations. Being candid here prevents surprises later.

3. Engineering and delivery

Development process description, branch and review policies, CI/CD overview, release frequency and rollback history, and test strategy. Include a list of repositories with their purpose and owners. Source code itself should not be uploaded here; see staged access below.

4. Infrastructure and hosting

Cloud provider and account structure, including who owns each account. Twelve months of hosting invoices broken down by service. Infrastructure-as-code repositories listed by name. Committed-spend or reserved-capacity agreements. Disaster recovery design.

5. Security

Information security policies, the most recent penetration test summary and remediation status, access review records, vulnerability management process, security awareness training records, and a log of security incidents with outcomes. Completed customer security questionnaires belong here too, because buyers will compare answers to evidence.

6. Data protection and compliance

Data inventory and records of processing, the sub-processor list, data processing agreement templates, retention and deletion procedures, data residency arrangements, and any audit reports or certifications. Include the process for handling access and deletion requests.

7. Intellectual property and open source

Dependency manifests or a software bill of materials, open source license scan results, a list of everyone who has contributed code with the corresponding IP assignment agreements, and any third-party code licenses.

8. Reliability and operations

Uptime and incident history, post-incident reviews, on-call arrangements, monitoring overview, backup policy and the record of the most recent restore test, and service-level commitments from customer contracts.

9. Team

Engineering, product and operations organization chart, tenure and location of key people, contractor and agency arrangements, and an index of runbooks and internal documentation.

10. Third-party dependencies

A list of critical vendors and APIs, their contracts, and any change-of-control or assignment clauses.

Staged access for sensitive material

Some material should not sit in a general data room at all until the buyer is serious and the right protections are in place.

Source code is usually reviewed in a controlled session, through read-only repository access for named reviewers, or through a third-party code review, rather than by uploading archives. Detailed penetration test findings and open vulnerabilities should be shared with a small named group once exclusivity is agreed. Personal data should almost never be shared; buyers need to understand how it is handled, not to see it. Where samples are genuinely necessary, they should be anonymized.

Whatever platform is used, check that it supports per-folder permissions, named user access, view-only modes, watermarking or download controls where appropriate, and an access log showing who opened what and when. The access log matters to both sides: it protects the seller, and it lets the buyer show what it reviewed.

Common gaps that slow deals

Account ownership. Production or billing accounts owned by an individual rather than the company are common in founder-led businesses and must be fixed before close.

Missing IP paperwork. Early contractors and founders without signed assignments take time to track down. Start early.

Undocumented incidents. If there is no incident log, buyers assume the worst or ask for months of history to be reconstructed.

Security answers without evidence. If the company has told customers it does something, the evidence should be in the room.

Stale diagrams. An architecture diagram that does not match production undermines confidence in everything else.

For buyers: what to ask if it is missing

If the technology section is thin, ask for the evidence items above by folder, and agree a timetable for staged access to code and detailed security material. Treat the speed and quality of the response as information in its own right: a company that can produce evidence quickly usually operates with discipline.

How Arrive First can help

We help sellers prepare the technology section of a data room before a process begins, and help buyers review it once it opens. Learn more about our pre-acquisition due diligence work, see the technical red flags we look for in SaaS acquisitions, or get in touch to discuss your timeline.