We have signed the LOI and are moving toward closing, but the buyer wants to speak with our top five customers before signing the final purchase agreement. How do we manage this request without risking our customer relationships if the deal falls through?

Question

Tyler Smith · Accepted Answer

A buyer's request to speak with your top customers before signing the final agreement is a major risk. If the deal falls through, your customers may become nervous about your stability, which can damage your long-term revenue. To protect your business, you must push this request to the very end of the due diligence process. Agree to allow customer calls only after all other due diligence is complete, the purchase agreement is fully negotiated, and the only remaining condition is the closing itself.

Additionally, you should control the communication. Limit the buyer to speaking with only a small, representative sample of your customer base rather than your entire top tier. Draft a strict script for these calls, focusing on transition continuity rather than a change in ownership. You or your Integrator must participate in every single call to guide the conversation and step in if the buyer asks inappropriate questions.

By setting these boundaries, you protect your customer relationships while still satisfying the buyer's need for confirmation. If the buyer refuses these terms and insists on early, unmonitored access, treat it as a red flag. A serious buyer will understand that protecting your customer base is in their best interest too, as any customer attrition during this phase directly reduces the value of the business they are trying to buy.