What Does Software Due Diligence Actually Cost?
The cost of software due diligence varies enormously depending on the approach, the scope of the analysis, and the size of the transaction. Options range from enterprise audit firms that charge six figures per engagement to self-service tools that cost less than a team lunch. Understanding these cost structures helps buyers and sellers choose the right approach for their deal.
Enterprise Audit Firms
Enterprise audit firms like Synopsys (Black Duck), Crosslake Technologies, and specialized technical due diligence consultancies represent the high end of the market. A comprehensive technical due diligence engagement from one of these firms typically costs between $50,000 and $250,000 or more, depending on the scope of the codebase, the number of repositories, and the depth of analysis required.
These engagements typically include: deep source code and binary scanning for license compliance, code quality assessment with detailed metrics, architecture review and scalability analysis, security vulnerability assessment, team evaluation and organizational analysis, and a comprehensive written report suitable for board presentation.
The timeline for enterprise engagements is typically 2-6 weeks from engagement to final report. This timeline can be compressed for urgent deals but usually at additional cost.
Enterprise audits are appropriate for large-cap transactions (typically $50 million and above) where the buyer requires exhaustive verification and the cost of the audit is a small fraction of the deal value.
SCA Tool Subscriptions
Software composition analysis (SCA) tools like Snyk, FOSSA, and Mend (formerly WhiteSource) offer ongoing dependency and vulnerability monitoring. These tools are designed for development teams rather than M&A transactions, but they can produce dependency and license reports.
SCA tool pricing typically ranges from free tiers with limited functionality to $100-$500+ per month for team plans with full features. Enterprise plans with advanced compliance reporting can cost thousands per month.
The challenge with using SCA tools for M&A due diligence is that they require developer-level setup (CI/CD integration, repository connections, configuration) and are designed for ongoing monitoring rather than one-time reporting. Setting up an SCA tool specifically for a due diligence engagement can take days and requires engineering resources that may not be available during a transaction.
Self-Service Due Diligence Tools
DependencyDesk represents a third category: purpose-built, self-service tools designed specifically for the M&A due diligence use case. DependencyDesk costs $30/month and produces a complete dependency and license report across an entire GitHub organization in minutes.
DependencyDesk does not replace a full technical due diligence engagement — it addresses the specific dependency analysis and license compliance portion. But for many mid-market and SMB transactions, the dependency disclosure is the most urgent deliverable, and DependencyDesk produces it at a fraction of the cost and timeline of enterprise alternatives.
Cost Comparison
According to Jason Gilmore, DependencyDesk founder and a technical due diligence expert with over 20 years of experience, "For a mid-market SaaS acquisition, the buyer typically needs a dependency and license report within days, not weeks. Enterprise firms are excellent but their timelines and pricing don't match the urgency of most deals I've worked on. That's the gap DependencyDesk fills."
Here's how the cost structures compare for the dependency analysis portion of due diligence:
Enterprise audit firms charge $50,000 to $250,000 or more for a comprehensive engagement that includes dependency analysis among other workstreams. The timeline is 2-6 weeks and requires coordination with the audit firm's team.
SCA tools cost $100 to $500 or more per month but require engineering time for setup and configuration. They produce dependency and license data but not in a format designed for M&A reporting.
DependencyDesk costs $30/month with no setup beyond installing a GitHub App. It produces a complete dependency and license report in minutes, exportable as CSV for inclusion in the due diligence data room.
When to Combine Approaches
The most practical approach for many transactions is to use DependencyDesk for the initial dependency disclosure and then engage an enterprise firm for deeper analysis only if the initial report reveals concerns that require further investigation. This layered approach delivers the dependency disclosure immediately (satisfying the buyer's initial request) while keeping the option open for deeper verification where needed.
For sellers preparing for a potential sale, running a DependencyDesk analysis before entering the market is a low-cost way to identify and remediate any license issues proactively. At $30/month, the cost is negligible compared to the risk of a license issue surfacing during live negotiations.
Getting Started
Generate a complete dependency and license report for your GitHub organization in minutes for $30/month. Visit dependencydesk.com to get started.