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Assessing Vendor Lock-in Risk in Technology Due Diligence

Vendor lock-in can limit strategic flexibility and create cost escalation risk. Understanding dependencies is essential for M&A technology assessment.

Types of Lock-in

1. Technical Lock-in

  • Proprietary APIs and services
  • Non-portable data formats
  • Platform-specific features
  • Custom integrations

2. Contractual Lock-in

  • Long-term commitments
  • Volume-based discounts
  • Early termination penalties
  • Auto-renewal clauses

3. Operational Lock-in

  • Team skills and experience
  • Operational processes
  • Training investments
  • Tooling dependencies

Assessment Questions

  • What would migration to alternatives cost?
  • What is the switching timeline?
  • Are there contractual restrictions on exit?
  • What data portability exists?
  • What skills would need to be developed?

Common Lock-in Scenarios

  • Cloud provider: AWS, Azure, GCP specific services
  • Database: Oracle, SQL Server licensing models
  • CRM/ERP: Salesforce, SAP ecosystem dependencies
  • Development platform: Proprietary frameworks
Key Takeaway: Lock-in isn't inherently bad—it often comes with benefits. The key is understanding the implications and ensuring alignment with strategic plans.

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