Deal Terms

Understanding deal terms is essential when you plan to sell your business. In this section, you’ll find simple explanations of the key parts of a transaction—valuation, cash at close, seller notes, earnouts, working-capital adjustments, indemnification, and more. Each topic is broken down so you can see how it affects when and how you get paid.

These articles focus on clear and fair terms that protect sellers and reduce surprises. You’ll learn what is standard in today’s market, what buyers often try to negotiate, and which areas sellers should defend. As a result, you can approach each offer with confidence.

Whether you are reviewing an LOI, comparing several offers, or getting ready to go to market, these guides show you what to expect. They come from real lower-middle-market software and services deals, so the examples are practical and based on current buyer behavior.

Use these resources to understand how strong deal terms create stronger outcomes. Clean deal structures with most of the payment delivered at closing usually lead to smoother diligence, faster closings, and better overall results for business owners.


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Navigating the Letter of Intent (LOI): What Every Seller Should Know Before Signing

Most business owners think the “deal” starts when they agree on a price. In reality, the deal begins when a buyer puts the terms in writing, typically in the Letter of Intent (LOI). An LOI can feel like a milestone: a serious buyer, a headline number, progress. But for sellers, it’s also a decision point, […]

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Handshake symbolizing a successful business sale and closing deal

Business Broker Fees Explained: How to Secure the Highest Price (Not Just Offers)

Are you thinking about selling your business and curious about how business broker fees work? If you’re looking to maximize your sale price rather than simply entertain offers that may never close, you’re in the right place. In this article, I’ll clarify exactly how my no-retainer, success-based model operates, why it filters out unserious buyers

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a fork in the road

A Tale of Two Offers: How One Software Company Doubled Its Valuation

 A successful software entrepreneur received a phone call that seemed like it might change everything. On the other end of the line was a representative from a large technology consolidator—one of those companies known for snapping up smaller firms and rolling them into its growing empire. The entrepreneur, caught by surprise, agreed to hear them

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Group discussing asset purchase agreement

Why Deal Terms Matter More Than Valuation When Selling Your Business

The Importance of Deal Terms in Business Sales As a business owner, you’ve spent years building your company, overcoming challenges, and creating a profitable operation. Now, whether you’re facing retirement, experiencing burnout, or dealing with personal matters, you’re ready to consider a sale, making it essential to evaluate the deal terms carefully. With a company

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