tyler-smith.com · Questions & Answers

Our business relies heavily on long-term client relationships secured by informal agreements and outdated master service agreements. How do we fix this on a multi-year exit runway without jeopardizing client trust?

Handshake agreements and vague contracts are enterprise value killers. Institutional buyers will discount your purchase price or demand massive indemnification escrows if your revenue is not legally enforceable or if your contracts lack assignability clauses.

To fix this without alarming long-term clients, treat contract modernization as a routine operational upgrade rather than an exit initiative. Begin two to three years before going to market.

Audit every active customer account against standard commercial terms, focusing on clear scopes of work, defined payment schedules, limitation of liability, and assignability upon a change of control. Introduce updated master service agreements naturally at contract renewal periods, annual price increases, or when expanding scopes of work.

Frame the updated agreements as enhanced service level commitments and operational clarity that protect both parties. Roll these out systematically using quarterly Rocks assigned to your sales and legal seats on the Accountability Chart.

By the time a prospective buyer enters your virtual data room, your entire revenue base will be anchored in legally binding, assignable contracts that prove client retention does not depend on founder handshakes.

Category: Exit Planning

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