Can a buyer walk away during the exclusivity period without any consequence?
Usually, yes — exclusivity clauses are typically one-directional, restricting the seller from talking to other buyers, without placing a matching obligation on the buyer to actually complete the purchase. So a buyer who decides during the exclusivity period not to proceed is generally not breaching the exclusivity clause itself, since that clause was never about binding them to close.
The consequence for the seller is more practical than legal: you gave up the right to shop your business for the length of that period, and the buyer walking away means that time — and any information you shared — was spent without a deal resulting, with no automatic compensation for it. Unless your LOI specifically addressed this scenario, for example with a cost-reimbursement provision or a break fee tied to the buyer walking away without cause, there's usually no separate remedy just because the timing feels unfair.
Sellers who want protection against exactly this outcome need to negotiate it into the LOI up front — a defined exclusivity period tied to milestones, or a reciprocal provision addressing a buyer's unexplained withdrawal — rather than assuming the exclusivity clause itself covers it. A Treadstone business lawyer can help build that protection in before you sign.
Key takeaways
- Exclusivity clauses usually restrict only the seller, not the buyer's freedom to walk away.
- A buyer withdrawing during exclusivity generally isn't itself a breach of that clause.
- Lost time and shared information aren't automatically compensated unless the LOI addresses it.
- Negotiate specific protections, like milestones or cost reimbursement, into the LOI beforehand.