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Buying & Selling a Business

Can I negotiate a shorter exclusivity period than what the buyer first proposes?

TSL Written by the Treadstone Law team· Updated August 2026

Yes — the length of an exclusivity period is a negotiated deal point like any other term in the LOI, and there's no fixed or standard duration required by law. A buyer's initial proposal reflects what they'd like, not what you're obligated to accept, and it's entirely reasonable to push back if the requested period seems longer than genuine due diligence would actually take.

The practical tension is that exclusivity trades away your ability to talk to anyone else for however long the period lasts, so a longer period benefits the buyer's certainty at your expense, while a shorter one keeps more of your options open but may pressure the buyer's diligence timeline. Rather than negotiating purely on length, it can help to tie the period to specific milestones — completion of financial review, financing confirmation — so the clock reflects actual progress rather than an arbitrary number of days either side picked.

Before agreeing to any proposed length, it's worth having a Treadstone business lawyer weigh in on what's reasonable for your specific transaction and help structure milestones or an early-termination right, rather than negotiating the number alone without that context.

Key takeaways

  • Exclusivity length is negotiable; there's no standard period fixed by law.
  • A shorter period preserves more of your options but may pressure the buyer's diligence.
  • Tying exclusivity to specific milestones can be more useful than negotiating on length alone.
  • Get a lawyer's input on what's reasonable before agreeing to a proposed period.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone business lawyer can help.
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