tyler-smith.com · Questions & Answers

Our supply chain is secure, but our master service agreements with key software vendors and strategic technology partners are still signed in my name personally. How do we transition these critical partnerships to the business entity during our exit runway?

Having critical vendor and technology agreements tied to your personal name is a significant key-person risk that will stall a transaction during legal due diligence. Buyers look for assignability. They must be confident that every software license, supply agreement, and strategic partnership will seamlessly transition to them post-closing without renegotiation. To fix this, you must systematically audit all active contracts on your exit runway. Start by listing every single agreement that keeps the business running, from your core ERP system to specialized marketing tools. Identify which contracts are held under your personal name or contain change-of-control restrictions. Your next step is to initiate formal amendments to transition these contracts to the corporate entity. Do not do this all at once; space these transitions out over your multi-year runway. When you contact vendors, frame the transition as a routine corporate clean-up or legal restructuring. Ensure that any new agreements signed during this period are executed solely under the legal name of the operating business. Furthermore, verify that the agreements contain clear assignability clauses that allow the contract to be transferred to a buyer during an acquisition. By taking these steps, you build a clean, transferable digital and operational infrastructure that allows a buyer to take over with zero disruption to the daily business operations.

Category: Exit Planning

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