A screen is not diligence: real deals still earn a quality of earnings review and a lawyer. What this decides is whether a listing is worth the next week of your time, on the numbers a seller has published.
Screen One Deal Operational How central is the owner day-to-day? Manager runs operations Owner-led with a real second layer The owner is the business
Key employees and their flight risk? Bench with tenure One critical person, likely stays One critical person, likely leaves
Licenses or certifications the business needs? None, or ones you hold Obtainable within months Tied to the seller, hard to transfer
Premises and lease situation? Long lease or relocatable Short lease, cooperative landlord Location-critical with no lease security
Condition of the equipment, vehicles, or premises? Maintained, replacements recent Aging, some deferred work Run to failure, big capex due
Any live disputes, claims, or litigation? None disclosed Something minor or historic Active or material
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Work down the checks with the listing and the seller's numbers in front of you. Answer what you know and leave the rest; a partial screen still says something, and this will say what.
Copy Link Copy Summary Reset The address encodes your answers, so the link restores this screen.
Before You Sign the NDA The screen above needs the financials, and the financials arrive after you sign. You will sign dozens of these, mostly without a lawyer, because a paid review on every teaser is not a real workflow. Read down the list with the document open. Some of it is ordinary and worth knowing is ordinary; the rest decides whether this deal costs you anything if it dies.
Buyer-paid fee or commission protection Change before signing
Says you owe the broker a fee if you end up buying the business, sometimes even years later or through another route.
Ordinary Nothing. In a normal listing the seller pays the broker, and the buyer's NDA says nothing about a fee at all.
What It Costs You A clause making you personally liable for a commission, typically eight to twelve percent of the price, on a deal you might close directly after the listing expires. It converts a confidentiality agreement into a fee agreement. Not in this one The ordinary version The version to push back on
Non-compete or standstill on similar businesses Change before signing
Bars you from buying, investing in, or working with any business like this one for a period of time.
Ordinary Nothing. An NDA protects the seller's information; it has no business restraining what else you buy.
What It Costs You A two to five year bar across an industry or a region. A searcher whose whole thesis is one trade can sign away the search itself in the first week of it, on a deal that dies in month two. Not in this one The ordinary version The version to push back on
Term of the agreement Change before signing
How long you stay bound, counted from the day you sign rather than from the day the deal dies.
Ordinary Two to three years from signing, or until the information stops being confidential. It ends.
What It Costs You Perpetual, or silent, which courts read differently by state and you will not want to find out how. An obligation with no end is an obligation you cannot ever confirm you have satisfied. Not in this one The ordinary version The version to push back on
Non-circumvention Worth narrowing
Stops you going around the broker to deal with the seller directly.
Ordinary Twelve to twenty-four months, limited to this specific business, and reasonable: the broker found it and should be paid for finding it.
What It Costs You A long tail that survives the listing indefinitely, or one written broadly enough to cover any business you learn of through this broker rather than the one they introduced. Not in this one The ordinary version The version to push back on
Non-solicitation of employees Worth narrowing
Stops you hiring the seller's people if the deal dies.
Ordinary One to two years, and it should carve out someone who answers a public job posting rather than being approached.
What It Costs You A bar on hiring anyone who ever worked there, with no general-advertising carve-out, which in a small trade with one labor pool is a hiring freeze you did not negotiate for. Not in this one The ordinary version The version to push back on
What counts as confidential Worth narrowing
The definition of the information you are agreeing to protect.
Ordinary The seller's identity, financials, and anything marked confidential, with the standard exclusions: what you already knew, what is public, and what you develop independently.
What It Costs You Everything you learn, with no exclusions. Without the carve-outs you can breach by knowing a public fact, and it becomes impossible to prove you did not learn something here. Not in this one The ordinary version The version to push back on
No contact with employees, customers, and suppliers Ordinary
You do not call the staff or the customers without the seller's say-so.
Ordinary Absolute until the seller releases it, which is right: a leaked sale costs the seller staff and customers, and you are buying those.
What It Costs You Nothing here is unreasonable. What matters is that diligence eventually needs those conversations, so the release has to be obtainable rather than never mentioned again. Not in this one The ordinary version The version to push back on
Proof of funds or financial capacity Ordinary
You show you can actually buy something before you get the financials.
Ordinary A summary of your capacity or a lender's pre-qualification. Brokers ask because most inquiries are tire-kickers, and answering quickly moves you up their queue.
What It Costs You Handing over full personal financial statements to a broker you have never spoken to. The document has your account balances in it, and it is not needed at this stage. Not in this one The ordinary version The version to push back on
Return or destroy on request Ordinary
If the deal dies, you give back or delete what you were given.
Ordinary Standard, and easy to comply with if you keep deal files where you can find them.
What It Costs You Nothing, but it is a reason to keep each deal's documents in their own folder rather than scattered through an inbox. Not in this one The ordinary version The version to push back on
Governing law and venue Ordinary
Whose courts hear a dispute about this agreement.
Ordinary The seller's or the broker's state. Ordinary, and rarely worth the argument on a document this size.
What It Costs You A distant state paired with a fee-shifting clause, which makes enforcement expensive enough to be a threat on its own. Not in this one The ordinary version The version to push back on
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Read down the list with the document open beside you.
Copy Link Copy the Note to the Broker A clause list, not legal advice. A lawyer reads the document in front of you.
The note that earns you one is the listing inquiry , and what to ask for once it is signed is the post-NDA request , sent as one batch rather than a drip.