Contract guides that actually help you decide.
Clear articles for people who need to understand a contract fast, not spend an hour decoding legal language.
Indemnification Cap and Basket: What's Market?
Check an APA indemnification cap and basket against ABA 2025 and SRS 2026 benchmarks: medians, basket types, and tipping vs deductible examples.
Read featured guide →Proof datasets
Primary-sourced benchmarks built from the original filing. See all of them on the benchmarks hub.
FDD Item 7 Investment Benchmark
46 franchise FDDs, total investment $92,640 to $7,960,300
Read the benchmark →APA Indemnity Risk Map
9 indemnification terms benchmarked to the 2025 ABA Private Target Study
Read the benchmark →Commercial Lease Red Flags
91 ABA Model Lease clauses, each with red flag, landlord trap, and fix
Read the benchmark →SBA Seller-Note Standby Rules
SBA SOP 50 10 8 seller-note treatment across every acquisition scenario
Read the benchmark →What Is a Market-Standard Indemnification Cap? (2025 Data)
What a market-standard indemnification cap looks like in an SMB acquisition, using the 2025 ABA and SRS Acquiom deal-terms data. Median caps, how rep and warranty insurance changes the number, and what a searcher should push for.
Read article →The 12 Clauses That Kill SMB Acquisitions
The 12 contract clauses that quietly destroy SMB acquisitions. Customer concentration, indemnification basket structure, MAC carve-outs, and the working capital adjustment language searchers miss most often.
Area Development Rights: The Fine Print
Area development rights give exclusivity in a defined territory under a defined development schedule. The schedule, grace periods, and consequences of missed milestones are where exclusivity evaporates.
Reading an Asset Purchase Agreement: A Searcher's Checklist
Review the APA clauses that move price, recovery, and closing risk: working capital, seller notes, indemnity, disclosure schedules, consents, and non-competes.
Customer Concentration Clauses That Blow Up Deals
Customer concentration above 20% draws SBA lender scrutiny. Above 50% disqualifies most loans. The contract language and indemnification triggers that protect buyers when a concentrated customer leaves.
FDD Item 19 Financial Performance Representations Explained
Free 1-10 risk read on your FDD. Item 19 financial performance representations are optional, but any claim a franchisor makes must have support. What to verify.
FDD Item 3 Litigation: How to Read It
FDD Item 3 discloses the franchisor's litigation history. Ten years of pending and closed cases. What the patterns tell you about the franchisor's enforcement posture and how to weigh it before signing.
Franchise Non-Compete Scope: State-by-State
Franchise non-compete enforceability varies dramatically by state. California voids most. Florida enforces aggressively. How to read your state's position before you sign and what alternatives exist in restrictive states.
Multi-Unit Development Agreements Explained
Multi-unit development agreements (MUDAs) lock franchisees into multi-unit commitments with discounted fees. Cross-default scope, personal guarantee exposure, and the development schedule language that amplifies downside.
Personal Guarantees in Franchise Agreements
Franchise agreements typically require personal guarantees from the franchisee and spouse. Carve-outs for homestead, retirement accounts, and tenants-by-entirety property determine what household assets are reachable.
Employment Agreements for Retained Employees Post-Close
Retention bonus structure, non-solicit scope, IP assignment, and severance terms in employment agreements for retained employees after an SMB acquisition. What protects the buyer without losing the key people.
SBA Loan Requirements for Contract Due Diligence
What SBA 7(a) lenders look for during contract due diligence on SMB acquisitions. Customer concentration, lease assignment, key employee retention, and the diligence items that decide whether the loan funds.