Tech, IP and data due diligence for foreign acquirers of Indian tech targets.
When a foreign acquirer buys an Indian technology company, the value sits in intangibles, code, IP, data, and contracts, and the diligence has to go well beyond the financial and corporate review. The questions that determine whether the deal is worth the price are whether the target actually owns its IP through a clean chain from every developer, whether open-source dependencies compromise the proprietary code, whether its data practices are DPDPA-compliant, and whether key customer and technology contracts are assignable on a change of control.
A superficial diligence that misses a broken IP chain, a copyleft contamination, or a DPDPA exposure can leave the acquirer buying a liability rather than an asset. We run focused technology, IP, and data diligence on Indian targets, test the IP chain and open-source position, assess DPDPA and sector-data compliance, review change-of-control and assignability in key contracts, and translate the findings into conditions, indemnities, and price adjustments in the transaction.
Testing whether the target owns its IP through a clean assignment chain from every employee, contractor, and vendor.
Assessing open-source dependencies and copyleft exposure that could compromise the proprietary codebase.
Reviewing the target DPDPA and sector-data compliance, including consent, cross-border, and localisation practices.
Checking change-of-control, assignment, and consent requirements in key customer, technology, and licensing contracts.
Converting diligence findings into conditions precedent, specific indemnities, escrow, and price adjustments.
Coordinating the acquisition structure with the FEMA pricing, reporting, and tax treatment of the deal.
The value is in intangibles, so the diligence must test the IP ownership chain from every Indian developer, the open-source position, and DPDPA data compliance, not only the financials. Indian IP-ownership defaults for contractors and the DPDPA both create exposures a generic diligence can miss.
Because Indian law does not automatically vest contractor-created IP in the company, a gap in the assignment chain can mean the target does not own what the acquirer is paying for. Confirming the chain, and fixing it with confirmatory assignments, is central to the diligence.
They feed into conditions precedent, specific indemnities, escrow retentions, and price adjustments. A broken IP chain, a copyleft contamination, or a DPDPA exposure identified in diligence is managed through the transaction terms rather than discovered after closing.
No. No engagement is treated as accepted until conflicts, scope and terms are confirmed in writing. An initial discussion is confidential and is used only to understand the matter and assess fit.
Share the key facts for a confidential preliminary assessment of your India matter.