tyler-smith.com · Questions & Answers

Our contracts auto-renew on a rolling thirty-day notice, but buyers are pushing for fixed thirty-six-month agreements and discounting our recurring revenue multiple. How do we defend an evergreen contract structure without alienating our existing clients?

Buyers discount evergreen contracts because thirty-day cancellation windows create the perception of revenue volatility. A financial sponsor models risk around cash flow durability. If your clients can walk away next month, the buyer views your revenue as re-occurring rather than contractually locked recurring revenue. That difference can easily cost you one to two turns of EBITDA on your valuation.

You do not need to force rigid multi-year agreements on your entire customer base immediately, which risks customer pushback. Instead, defend your evergreen contracts using historical operational data, then systematically upgrade high-value accounts.

First, extract your historical cohort retention and net revenue retention figures over the past three to five years. If your average client tenure is four years under an evergreen agreement with less than three percent annual logo churn, the evergreen structure is actually a competitive advantage that reduces sales friction. Present this cohort retention data in your diligence room to prove that practical switching costs are high despite thirty-day paper.

Second, implement an account tiering Rock across your sales and account management seats on the Accountability Chart. For your top twenty percent of revenue, offer minor commercial concessions, such as locked-in pricing or priority service-level tiers, in exchange for signing twenty-four or thirty-six month master service agreements with annual automatic price escalators. By converting your core accounts to committed multi-year terms while backing your remaining client base with spotless five-year retention metrics, you neutralize the buyer discount while preserving customer relationships.

Category: Valuation & Deal Structure

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