<!-- https://axiomdiligence.com/sell-side -->

AI Diligence // sell-side
# They will find it. Better that you find it first.
Every serious buyer is about to diligence your AI — and an unanswered AI question becomes a price chip in their hands. We run the buy-side read on you, before they do , so the answer is already in the data room when they ask.
 Get ahead of the buyer → See their screen ↓
 The pre-LOI screen a buy-side team runs — this is what lands on their desk.
 01 // The four surfaces
## This is exactly what they'll look at.
A buy-side AI read has three surfaces and a financial foundation. Every one of them is a place your price can move — so every one of them is a place to be ready.
 Operational — why it matters
They will ask for the fallback. Have it built, not promised — promises get escrowed.
 Product — why it matters
Your AI revenue claim will meet the usage data . Make sure it survives the meeting.
 Market — why it matters
If you don't quantify the moat, the buyer will quantify its absence .
 Financial — why it matters
Every surface you leave unanswered becomes a price chip in their hand .
 02 // The mirror
## Every question they ask is one you could have answered.
The buyer's diligence and your preparation are the same exercise, run by different people, at different costs to you. One ends in a discount. The other ends in a defended price.
 03 // What it protects
## An unanswered AI question is a discount with your name on it.
The same finding costs you very differently depending on who surfaces it. Found by them, it's leverage. Found by you, it's a footnote — or a fix you've already made.
 The finding If they find it If you found it first
 AI revenue the usage data won't support Price reduction · they set the number Re-based story · you set the number
 Automation with no fallback Escrow / holdback · cash off the table Fallback built · a strength in the CIM
 Unprovable training-data rights Specific indemnity · open-ended tail Rights papered · no tail at all
 Market disruption over their hold Earnout · you carry the risk Quantified moat · they carry it
 At stake in the sample deal $18.7M — negotiated by them, or defended by you
 04 // When to run it
## Before the CIM. Not during the Q&A.
 Pre-marketing
### Readiness Screen
Run the buyer's screen on yourself, while there's still time to fix what it finds.
 ≈ 10 SME hours included
- The composite score a buyer would compute
- The red flags that would trigger on you
- What to fix now, what to disclose, what to defend
 Data room
### Vendor AI Assessment
The full, evidence-linked read — in the data room on day one.
 ≈ 70 SME hours included
- All eight domains, source-linked and attested
- The AI story, evidenced rather than asserted
- Pre-empts the buyer's findings → terms play
- Management prep for the AI questions
## Don't let them price what you haven't checked.
Run the buy-side read on yourself first. We'll tell you what a buyer will find, what it would cost you, and what to fix while you still can.
 Get ahead of the buyer →
