SOP #43 — A 14-Day Exclusivity Window That Killed a Bidding War

SOP #43 — A 14-Day Exclusivity Window That Killed a Bidding War

SaaS app, $220k ask, three interested buyers. Seller was playing us against each other. The LOI (letter of intent — non-binding offer terms) fixed it:

1. Offer 3% above the next-highest indication, capped — not open-ended.
2. Attach a 14-day exclusivity clause — seller agrees to stop talking to other buyers while we do due diligence.
3. Tie exclusivity to a non-refundable $5,000 good-faith deposit applied to purchase price. Signals you are real, costs you nothing if you close.
4. Set a hard expiry — exclusivity lapses if you do not close or formally extend by day 14.

Outcome: seller signed exclusivity within 6 hours. We removed two competitors, ran clean diligence, closed at $214k instead of a panic-bid $240k+.

Save this — run it every deal.