Buyer Interest and Offers

No-Shop Clause

A rule that prevents the seller from shopping the business to other buyers during exclusivity. Why it matters: A no-shop clause limits the seller’s ability to seek backup buyers, so the duration and exceptions should be negotiated carefully.

Related terms

Exclusivity

A period when the seller agrees not to talk with other buyers while one buyer completes diligence. Why it matters: Exclusivity gives one buyer control of the process for a period of time, which can be useful but may reduce seller leverage if the buyer retrades.

Seller

The current business owner who wants to sell the business. Why it matters: The seller is not just handing over ownership; they are also proving the business, answering diligence requests, negotiating risk allocation, and often helping with transition.

Backup

A saved copy of important data that can be restored if something breaks or is lost. Why it matters: This gives owners a clearer way to understand buyer questions, advisor comments, and negotiation tradeoffs during a sale process.

More from Buyer Interest and Offers

Binding Terms Breakup Fee Confidentiality Agreement Exclusivity Indication of Interest IOI Letter of Intent LOI NDA Non-Binding

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