# Check Deal Terms Before You Sell

Source: https://ivankamenken.com/deal-terms-map-exit · Last updated 31 October 2026

A buyer says the headline price is fair, then slides a deferred payment and a profit share across the table and asks you to trust the plan. Ivanka Menken uses the Deal Terms Map inside Private Advisory, a 12-month engagement at AUD $5,000 per month ex GST, to put the price, the deferred payment, the profit share and your role after the sale on one page. You leave with the map and the questions for your lawyer and accountant.

## A fair price, and terms nobody has written

- You have a headline price but cannot explain the deferred payment.
- The buyer talks about a future sale and you do not know who carries the risk.
- You have not written what you will and will not accept.

**THE MOMENT:** The buyer is interested and the headline price feels right. Then the conversation moves to a payment later, a share of profit, and a role for you after the sale. Each term sounds reasonable on its own. None of them is on paper. The buyer keeps mentioning a later sale of the business, and you realise you have no idea what happens to your share if that sale comes early.

### THE DEAL, AS IT STANDS

- Headline price: agreed in conversation
- Deferred payment: described, not written
- Profit share: mentioned, no trigger or term
- If the buyer sells again: not discussed
- Your role after the sale: open

## Push the headline price higher

In this case, a founder of a services business had a larger buyer interested and a headline price on the table. The obvious move was to negotiate that number up. Every meeting went to the price. Meanwhile the deferred payment, the profit share and the founder’s role after the sale stayed in conversation only. A higher headline price would not have protected any of them, because the risk sat in the terms, not in the number.

## The buyer talked about the next sale

Ivanka noticed the buyer kept talking about a later sale of the business, while the founder kept talking about the first payment. They were negotiating two different deals. If the stake was sold again within a few years, at a premium, who would share in that profit? Nobody had asked. The question that decided what the founder would actually keep had never reached the table.

## A terms gap, not a price gap

The diagnosis was a terms gap, not a price gap. The founder had one number settled and four terms open, and the open terms carried most of the risk.
The reframe: the headline price is often the least protected number in a sale. Terms decide what the founder actually keeps. A clause that pays 50% of the profit above a 10% return, if the buyer sells the stake within three years, can matter more than a few points on the price. The Deal Terms Map puts every term in one place so the founder can see which ones protect them and which ones do not.

> The headline price is often the least protected number in a sale.

**The cost of staying stuck:** Staying stuck can mean signing away 50% of the profit above a 10% return with no clause that protects you if the stake is sold again.

## The tool: Deal Terms Map

The Deal Terms Map is one page with every term of a sale on it: the headline price, the deferred payment, the profit share, what the buyer has promised and what happens after the sale. Each term gets the same three questions. What has to be true for this term to be fair? Who carries the risk if the buyer sells again? What would make you walk?

It is a one-page map of the deal. Five rows, one per term, with the condition, the risk owner and the walk-away line beside each. Underneath, the list of questions for your lawyer and accountant, written before the next buyer meeting.

It replaces a deal that lives in conversation, a negotiation focused on the headline number, and the hope that the terms will sort themselves out in the contract.

### What goes on the page

1. The headline price: agreed, and written beside the other four terms
2. The deferred payment: how much, when, and on what conditions
3. The profit share: in this case, 50% of the profit above a 10% return if the stake is sold within three years
4. The buyer’s promises: what was said about the team, the clients and the brand
5. After the sale: your role, for how long, and what ends it
6. The walk-away line: the term that, if missing, ends the deal

It sits inside Private Advisory, next to the Advisory Year and the quarterly five-number read. Ivanka does not value the business, negotiate the deal or draft the terms. It is not legal, tax or financial advice. Your lawyer and accountant work from the questions the map produces.

## Every term on one page

In the first session, Ivanka mapped the headline price, the deferred payment, the profit share, the buyer’s promises and the founder’s role after the sale. For each term she asked: what has to be true for this to be fair, who carries the risk if the buyer sells again, and what would make you walk? The founder wrote a one-page Deal Terms Map and a list of questions for their lawyer and accountant. Before the next session, they took that list to both advisers.

### The questions

- What has to be true for this term to be fair?
- Who carries the risk if the buyer sells again?
- What happens to your share if the stake is sold early?
- What role are you agreeing to after the sale?
- What would make you walk?

### THE FOUR-STEP LOOP

1. The one thing: The buyer conversation, and the terms still in conversation only.
2. The numbers: The price, the deferred payment, and 50% of profit above a 10% return.
3. The story: Why the headline price got all the attention.
4. The commitment: The map and the adviser questions, before the next meeting.

Before the next session, the founder sent the questions to their lawyer and accountant and wrote one walk-away line on the map.

## Terms the founder could compare

By month 6, the founder has a written Deal Terms Map, a sharper list of questions for their lawyer and accountant, and a clear view of what they will and will not accept. The quarterly five-number read keeps the decision tied to the business, not the headline price alone.

**BEFORE**

- The headline price got every meeting.
- The profit share had no trigger or term.
- A resale by the buyer was never discussed.
- There was no walk-away line.

**BY MONTH 6**

- Every term on one written map.
- A resale clause written as a question for the lawyer.
- A clear walk-away position.
- Buyer conversations compared term by term.

The programme is the container: 12 months, 24 fortnightly 90-minute 1:1 sessions and three Clarity Days.

## Map the terms before the price decides for you

Ivanka Menken runs Private Advisory for founders of A$2M to A$10M businesses facing the decisions that shape the next five years. A sale is one of them. She sits beside you while you work out what you are actually agreeing to.
This fits if a buyer is interested and the terms are still in conversation. It does not fit if you want someone to run the sale for you, or to give legal, tax or financial advice. The decision in front of you is simple: write every term down before the next buyer meeting.

> Helps founders lead with clarity and integrity by modelling vulnerability, emotional intelligence, and grounded decision-making. Creates an environment where leaders can openly explore challenges and grow without fear of judgement.
>
> R.W., founder

## Who fits, and who does not

### It fits

- A buyer is interested and a headline price is on the table.
- Deferred payments or a profit share are part of the offer.
- You want to see every term before you sign.
- You will take the questions to your own lawyer and accountant.

### It does not fit

- You want a done-for-you sale or a broker.
- You want a full-time advisory role.
- You want legal, tax or financial advice.
- You want someone to value the business.

### Investment

**AUD $5,000 per month ex GST, 12 months.** The Deal Terms Map is part of Private Advisory, a 12-month engagement at AUD $5,000 per month ex GST, by application. It is not sold separately.

Included:

- 24 fortnightly 90-minute 1:1 sessions
- Three Clarity Days on the year’s biggest decisions
- The quarterly five-number read
- The Deal Terms Map for each buyer conversation

- [Apply for Private Advisory, AUD $5,000/mo, 12 months](mailto:ivanka@ivankamenken.com?subject=Private%20Advisory%20application)
- [Book a 20-minute intro call](https://theartofservice.zohobookings.com.au/?utm_source=ivankamenken&utm_medium=showcase&utm_campaign=deal-terms-map-exit#/15606000001356030)
- [See the Private Advisory programme](https://ivankamenken.com/private-advisory)

## Questions about Deal Terms Map

### What is a deal terms map?

A one-page map of every term in a sale: the headline price, the deferred payment, the profit share, the buyer’s promises and your role afterwards. Each term gets a condition, a risk owner and a walk-away line. Ivanka Menken uses it inside Private Advisory, 12 months at AUD $5,000 per month ex GST, before you sign anything.

### Is this legal or financial advice?

No. Ivanka Menken does not value the business, negotiate the deal or draft the terms. The Deal Terms Map produces the questions you take to your own lawyer and accountant, so their time goes on the terms that carry the risk. It is part of Private Advisory, 12 months at AUD $5,000 per month ex GST.

### Can this help before a sale?

Yes, and that is the best time. A map written before the first serious buyer meeting shows which terms you need and which ones you would walk away from. Ivanka Menken works it through with you inside Private Advisory, 12 months at AUD $5,000 per month ex GST, so each buyer conversation can be compared term by term.

### How does Private Advisory work?

Private Advisory is 12 months of fortnightly 90-minute 1:1 sessions with Ivanka Menken, plus three Clarity Days on the year’s biggest decisions. It costs AUD $5,000 per month ex GST, by application. The Deal Terms Map is one of the tools used inside it. Apply by email, or book a 20-minute intro call first.


## Write every term down before you sign

If a buyer is interested and the terms are still in conversation, start with Private Advisory. The Deal Terms Map is inside it, and the 20-minute intro call is where you can see whether it fits.

- [Apply for Private Advisory, AUD $5,000/mo, 12 months](mailto:ivanka@ivankamenken.com?subject=Private%20Advisory%20application)
- [Book a 20-minute intro call](https://theartofservice.zohobookings.com.au/?utm_source=ivankamenken&utm_medium=showcase&utm_campaign=deal-terms-map-exit#/15606000001356030)
- [See the Private Advisory programme](https://ivankamenken.com/private-advisory)
- [Separate cash at close from the earn-out](https://ivankamenken.com/upfront-exit-cash-bonus)
- [Read an earn-out through retention](https://ivankamenken.com/retention-earn-out-lens)
- [Ask for a deposit before the data room](https://ivankamenken.com/escrow-deposit-gate)
- [The Private Advisory programme](https://ivankamenken.com/private-advisory)

- Every way to work with Ivanka: https://ivankamenken.com/work-with-ivanka