The "Diligence Deadlock": How to audit a paranoid Seller without an NDA war.

We’ve all been there. You sign the LOI. You ask for "Read-Only GitHub Access" to check the tech stack. And the Seller freaks out. "I can't show you the IP yet." "What if you steal the code?" "My developers will panic." The deal stalls. You are stuck choosing between "Blind Trust" (risky) or "Killing the Deal" (expensive). We stopped asking for Code Access. We started asking for Metadata. You don't need to read the source code to know if the asset is toxic. You just need the fingerprints. We shifted to a "Zero-Access" protocol that requires no IP transfer and no developer permissions. We just ask the Seller to run a single command line script (Standard git log and tree exports) that outputs a text file. What does a text file tell you? 1. The "Dave" Factor (Bus Factor): The metadata reveals author frequency. If 90% of the commits in 2024 were made by one person (the Seller), you aren't buying a company; you're buying a job. 2. Zombie Frameworks: We check the package.json or pom.xml (dependency lists). If we see "AngularJS 1.x" or "Python 2.7", you are facing a $200k+ "Remediation Capex" bill on Day 1. 3. The "Lipstick on a Pig" Signal: We map file modification dates. If the UI folder is new###-###-#### but the Core Logic folder hasn't been touched since 2019, they are dressing up a rotting asset for sale. The Result: The Seller keeps their IP safe. You get a quantitative Risk Score. The deal moves forward. I wrote up the specific 1-Line Command you can email to a non-technical Seller to get this data without triggering a security review. Comment "Zero" below and I'll DM you the Protocol.