We have built highly efficient operations using custom AI agents that the buyer wants to replace with their centralized offshore call center, which will destroy our operating margins and ruin our earnout targets. How do we structure the post-close operating covenants in the purchase agreement to prevent them from dismantling our technology?

Question

Tyler Smith · Accepted Answer

If you have built highly efficient operations using custom AI agents, your margins are likely much higher than the industry average. A buyer who intends to dismantle your technology and replace it with their legacy operational model will destroy the very profitability that justified your valuation in the first place, which is catastrophic if a portion of your purchase price is tied to a performance earnout.

To protect your earnout and your operational legacy, you must negotiate strict operating covenants in your purchase agreement. These covenants must legally restrict the buyer from making material changes to your core technology stack, your AI workflows, or your key team members during the earnout period without your express written consent.

You should also include a provision that adjusts the earnout metrics upward if the buyer forces an operational change that increases your overhead or lowers your efficiency.

Use your EOS Accountability Chart to clearly define who owns the technology and operations seats during the transition period. If you or your key leaders are staying on to manage the integration, ensure those roles have the authority to maintain your AI systems. By securing these legal and operational boundaries before you sign the closing papers, you prevent the buyer from undermining your margins.