The title chain must be clarified first.
Collect repositories, developer contracts, licence lists, open-source notices and assignment evidence in a dedicated data-room section.
Due diligence
Buying a software or SaaS business
In a software or SaaS acquisition, source code, title to IP, open source, cloud contracts, customer data and subscriptions must be reviewed.
Your law firm
BRANDAUER Rechtsanwälte
Salzburg law firm for corporate, company and transaction law
Every transaction is handled by a coordinated team of lawyers, legal staff and specialists. In company acquisition matters we look at structure, contract, tax and liability together.
11 July 2026 · Mag. Bernhard Brandauer, Rechtsanwalt
When buying a software or SaaS business, value rarely lies only in revenue. Source code, title to IP, cloud infrastructure, open-source use, customer data, subscriptions and operational continuity matter.
The review differs from generic IT due diligence. Buyers need to know who owns the code, which licences are used, which developers are critical and whether customer contracts, service levels and data processing are robust.
This article complements our overview on IP and IT contracts and separates SaaS from e-commerce acquisitions.
Classify the software acquisition
Can the SaaS business be transferred safely?
Answer two questions on rights, infrastructure and data.
Already know you want to get in touch? Go straight to the enquiry form.
Are source code, title chain and open-source use documented?
Without clear rights, the buyer cannot safely continue the product.
All paths at a glance
Overview of all answers.
The SaaS business is ready for robust review.
Translate title chain, cloud contracts, customer data and subscription metrics into warranties, closing deliverables and handover duties.
Operational transferability is not yet sufficiently secured.
Review customer contracts, subprocessors, service levels, termination rights and access concepts before signing.
Source code, title chain and open source
Source code, title chain and open source
For a software business, source code is a core asset. The buyer needs evidence that the company owns or may use the required rights. Developer contracts, assignments, licence lists, repositories, documentation and rules for third-party libraries matter.
Cloud, customer contracts and subscription revenue
Cloud, customer contracts and subscription revenue
SaaS depends on ongoing contractual relationships. Buyers should review transferability, termination rights, promised service levels and whether revenue is truly recurring. A strong MRR number is weak if key customers can leave quickly.
Data protection, security and key developers
Data protection, security and key developers
Customer data, usage data and support data must be processed lawfully. Roles, processing agreements, deletion concepts, international transfers and technical security should be reviewed. More on this in our article on data protection due diligence.
Review grid
Separate software value and transferability
The overview shows the points that should be reviewed separately in a SaaS acquisition.
| Field | Why it matters | Contract consequence |
|---|---|---|
| Source code Source code | Ownership and use rights secure product value. | Warranty, repository list and handover obligation. |
| Open source Open source | Licence obligations can affect product use. | Disclosure, indemnity or clean-up before completion. |
| Data Data | GDPR and security affect operations and liability. | Data warranties and technical measures. |
The overview does not replace technical code review, but it shows the legal minimum questions for buyers.
Practice note: A SaaS acquisition needs a bridge between technology and contract. The data room should show not only PDFs, but also repository structure, licence lists and access concepts.
FAQ
Buying a software or SaaS business.
Which source-code rights should the buyer review? +
Review ownership, use rights, developer contracts, assignments, external providers and open-source components. Without a clear title chain, product value is uncertain.
Can customer data be transferred in a SaaS acquisition? +
That depends on contracts, roles and privacy law. Buyers should review processing agreements, information duties, deletion periods and international data transfers.
How does SaaS differ from a webshop acquisition? +
A SaaS acquisition focuses on subscriptions, software operations, cloud contracts, service levels and source code. A webshop acquisition often focuses more on range, payment providers, logistics and platform dependence.
Further reading
Further review fields for digital business models
Topics
SaaSSoftwareDue diligenceData protection
Structuring a deal, reviewing a contract, securing the risks?
When buying a company, structure, review and contract decide. Call us directly or send an email, callback within one business day.
Contact
A direct line to the firm.
Address
BRANDAUER Rechtsanwälte GmbH Giselakai 51 5020 Salzburg
Phone
+43 662 6280000