SLA/Effort requirements for sell side brokers?

January 28, 2026

by a searcher from University of Oklahoma - Michael F. Price College of Business in Oklahoma City, OK, USA

We’ve been approached by multiple strategic buyers and are keeping them at bay for now, but want to test the wider market for a realistic valuation before continuing. We are close to signing with a sell-side broker that is going to give them a 12m exclusive and 12m tail - we are fine with that as long as the contract has a clause ensuing they actually perform. What language, terms, effort requirements, SLAs have other seen or should we be adding to the agreement to ensure we don’t sign then they coast?

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Reply by an intermediary
from Brigham Young University in Woodstock, Georgia, United States

I have a few thoughts - perhaps may be a little bit of a ramble, but happy to discuss at our leisure if helpful. 1) Are you intending to actually run a sell-side process, or are you seeking to have someone facilitate diligence and hold the strategic buyer(s) to account? If the former, a 12 month term and###-###-#### month tail is reasonable. Always negotiable depending on circumstances, but absent other info I’d say reasonable. 2) you ought to have a defined process that determines what names are listed to be included in the tail agreement, and you can likely carve out names you are already in active discussions with. 3) you should have some sense of milestones in terms of when the initial buyers list will be composed, when marketing materials will be ready, and when they will begin outreach. The bankers point of view will be that it is dependent upon you providing timely data and responses, which is also fair - there needs to be alignment in how you’ll work. I’d also flag that while not in the agreement specifically, it’s a good opportunity to set a regular cadence of how the prep work is going. 4) it’s entirely fair to ask how many other engagements they are currently running and how much attention you will get from the senior bankers, and who will be leading what calls with prospective buyers. I know there’s plenty more to think about - I’ll try and circle back later today/tomorrow.

Reply by an intermediary
from Mount St. Mary College in Orange County, NY, USA

I would say if you’re not 100% comfortable with their ability to stay motivated and work diligently keep looking. Agreements are only as good as the people signing and if you are relying on the agreement to ensure they don’t “coast” you have not found the right person/people.

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