# Test Buyer Commitment Before Due Diligence

Source: https://ivankamenken.com/escrow-deposit-gate · Last updated 28 October 2026

An escrow deposit gate is the point in a business sale where the buyer puts money at risk before the data room opens. Ivanka Menken uses it inside Cash-Tight Growth Mentoring, a 6-month 1:1 programme at AUD $1,500 per month ex GST. A buyer is interested and wants everything before signing anything, and you are about to send it. You write the deposit term, 5% of the buy price, non-refundable and paid into escrow, and the order in which access opens.

## The buyer wants everything. You have asked for nothing.

- A buyer is interested and wants the full data room now.
- The interest feels real, so you are about to send it all.
- Nothing in your process asks the buyer to put money at risk.

**THE CLIENT AND THE MOMENT:** A business owner is preparing a sale. An interested buyer asks for due-diligence access before signing anything: the accounts, the client list, the contracts, the pricing. The interest feels real and the deal feels close. The founder is about to send everything, while still running the business, the team and the payroll.

### THE DAY THE BUYER ASKS

- Confidentiality agreement: signed
- Data room: ready to send
- Deposit: none asked
- Access order: not written
- Point where full due diligence starts: not set

## A confidentiality agreement

The founder had the buyer sign a confidentiality agreement. It protected the information, and it tested nothing. A buyer can sign one and keep looking at other businesses. It did not show whether this buyer would commit money, and the founder still could not tell a serious buyer from a curious one.

## Nothing was at risk on the buyer's side

Ivanka asked one question: at what point does the buyer have to put something non-refundable on the table? There was no such point. The founder was giving months of time and the most sensitive information in the business, and the buyer was risking nothing.

## Access was running ahead of commitment

The problem was not due diligence. Due diligence is normal and a serious buyer expects it. The problem was the order. Access came first, so the buyer could learn everything about the business without proving they meant to buy it.
A sale is a cash decision before it is a market decision. A non-refundable deposit in escrow puts a real number between interest and access: 5% of the buy price, paid to the seller if the transaction does not happen.

> Commitment comes before the data room, not after it.

**The cost of staying stuck:** Open the data room on interest alone and a buyer who walks away leaves with your numbers, your client list and your pricing. You have spent months of founder time on the deal while the business still had to be run and the payroll still had to be paid.

## The tool: Escrow Deposit Gate

The Escrow Deposit Gate puts one written step between buyer interest and full due diligence: a non-refundable deposit in escrow, before access opens.

It is a short written sequence for a sale. It names what the buyer sees before the deposit, the deposit term itself, what opens after it, and the exact point where full due diligence begins.

It replaces sending the data room because the interest feels real, and relying on a confidentiality agreement to tell a serious buyer from a curious one.

### What goes on the page

1. Before the gate: what the buyer sees on interest and a confidentiality agreement
2. The deposit: 5% of the buy price, non-refundable, paid into escrow
3. If the sale does not happen: the deposit is paid to the seller
4. After the gate: the order in which the data room opens
5. Full due diligence: the date and the point where it starts

It sits inside Cash-Tight Growth Mentoring, beside the monthly scorecard and the 13-week cash view, so the time a sale takes is weighed against the cash the business needs while it runs. Your lawyer and adviser draft the actual terms. No separate checkout.

## Write the gate before the download link

In the example session, the founder brings the buyer's request. Ivanka puts the sale on one page: the buy price, the deposit, what the buyer sees now and what opens later. She asks what deposit the founder is willing to ask for and what answer would change the next move. The founder writes the deposit term and the access sequence. Before the next session, they take both to their lawyer and adviser, then to the buyer.

### The questions

- What has the buyer put at risk so far?
- What do they see before the deposit, and what after?
- What deposit are you willing to ask for?
- What answer from the buyer would change your next move?
- On what date does full due diligence start?

### THE FOUR-STEP LOOP

1. The one thing: The buyer's request for the full data room.
2. The numbers: The buy price, the 5% deposit and the months the sale will take.
3. The story: Why the interest feels real, and what you fear asking for a deposit will cost.
4. The commitment: The deposit term and the access sequence, written down.

Before the next session, the founder takes the written gate to their lawyer and adviser, has the terms drafted, and opens the next buyer conversation with the deposit, not the data room.

## Commitment first, then access

By month 6, the gate is how every serious buyer conversation is run, not a one-off condition.

**NOW**

- The data room opens because the interest feels real.
- A confidentiality agreement is the only test.
- The buyer risks nothing while you give months.
- Nobody has written when full due diligence starts.

**BY MONTH 6**

- A written deposit term sits before the data room.
- Access opens in a set order, after the deposit.
- A buyer who walks away leaves the deposit behind.
- The start of full due diligence has a date.

The programme is the container: 12 fortnightly 60-minute sessions, a monthly scorecard, and reviews at month 3 and month 6.

## The next buyer request is a sequence decision

Ivanka Menken built Cash-Tight Growth Mentoring for founders of $500K to $3M businesses that are growing while cash tightens. She reads the numbers with you, asks the hard question, and holds you to the decision you write down.
If a buyer is asking for your data room, the decision in front of you is what they put at risk first. Write the gate before you send the link.

> During our sessions Ivanka isn’t just talking theory. She is sharing her own lived experiences.
>
> Business owner

## Who fits, and who does not

### It fits

- You run a $500K to $3M business and a buyer is interested.
- The buyer wants full access before signing anything.
- You want a written step that tests whether they are serious.
- You will take the gate to your lawyer and adviser.

### It does not fit

- You want legal, accounting or financial advice.
- You want someone to run the sale for you.
- You want a done-for-you fix.
- The buyer has already signed and paid a deposit.

### Investment

**AUD $1,500 per month ex GST, 6 months.** It is part of Cash-Tight Growth Mentoring, a 6-month 1:1 programme at AUD $1,500 per month ex GST, not sold separately.

Included:

- 12 fortnightly 60-minute sessions
- A monthly one-page scorecard
- Reviews at month 3 and month 6
- The Escrow Deposit Gate for a sale

Three founding places in total, shared across all 1:1 mentoring, are available at AUD $1,000/month ex GST, in return for honest monthly feedback and a testimonial, which can be anonymous.

- [Join Cash-Tight Growth Mentoring, AUD $1,500/mo, 6 months](https://buy.stripe.com/eVq4gzdKgekN6pcbIcdQQ0t?utm_source=ivankamenken&utm_medium=showcase&utm_campaign=escrow-deposit-gate)
- [Book a 20-minute intro call](https://theartofservice.zohobookings.com.au/?utm_source=ivankamenken&utm_medium=showcase&utm_campaign=escrow-deposit-gate#/15606000001356030)
- [See the Cash-Tight Growth Mentoring programme](https://ivankamenken.com/cash-tight-growing-founder)

## Questions about Escrow Deposit Gate

### What deposit should I test?

The working term in the example is 5% of the buy price, non-refundable and paid into escrow, paid to you if the sale does not happen. Ivanka Menken helps you decide what you are willing to ask for inside Cash-Tight Growth Mentoring, and your lawyer drafts the term. The programme runs 6 months at AUD $1,500 per month ex GST.

### What does the buyer see before the deposit?

Enough to judge whether they want to go further, under a confidentiality agreement, and no more. The accounts, client list, contracts and pricing open after the deposit, in an order you write down. Ivanka Menken works the sequence through with you in Cash-Tight Growth Mentoring, a 1:1 programme of 6 months at AUD $1,500 per month ex GST.

### How does this affect payroll?

A sale that drags on and fails takes months of your time while the business still runs and payroll still goes out. The deposit means a buyer who walks away leaves cash behind. In Cash-Tight Growth Mentoring, Ivanka Menken weighs the sale against the monthly scorecard and the 13-week cash view. It runs 6 months at AUD $1,500 per month ex GST.

### When do I review it?

At the next session after the buyer answers, and again at the month 3 and month 6 reviews if the sale is still running. Ivanka Menken checks what the buyer committed, what opened and when full due diligence starts. The gate is part of Cash-Tight Growth Mentoring, 12 fortnightly sessions over 6 months at AUD $1,500 per month ex GST.


## Write the gate before you send the data room

If a buyer is asking for everything and has put nothing at risk, start with Cash-Tight Growth Mentoring. The Escrow Deposit Gate is inside it, and the 20-minute intro call is where you can see whether it fits.

- [Join Cash-Tight Growth Mentoring, AUD $1,500/mo, 6 months](https://buy.stripe.com/eVq4gzdKgekN6pcbIcdQQ0t?utm_source=ivankamenken&utm_medium=showcase&utm_campaign=escrow-deposit-gate)
- [Book a 20-minute intro call](https://theartofservice.zohobookings.com.au/?utm_source=ivankamenken&utm_medium=showcase&utm_campaign=escrow-deposit-gate#/15606000001356030)
- [See the Cash-Tight Growth Mentoring programme](https://ivankamenken.com/cash-tight-growing-founder)
- [Reset the price when a client leaves](https://ivankamenken.com/replacement-price-rule)
- [The 13-week cash view](https://ivankamenken.com/13-week-cash-flow-for-founders)
- [Can this decision be undone?](https://ivankamenken.com/two-way-door-classifier)
- [The money and clarity scorecard](https://ivankamenken.com/scorecard)

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