Trevor, such clauses are apparently very common in larger IB-led deals but almost entirely absent in the lower middle market and that's what I'm hoping to change, but it won't happen if there isn't an element of educating the seller involved (+ educating the broker, if its a brokered deal). Most of the battle will be a) how to frame it as a win-win for everyone involved and b) allowing brokers in brokered deals to want to advocate for such clauses (possible if, perhaps, they also get paid a little if a brokered deal fails. Who pays what based on how the deal failed is the hardest part to sort out, but I'm going to try developing a framework then soliciting feedback)

On large deals, seller pays break-up fees if they accept a larger offer or breaches exclusivity, etc. In PE world, IS, Individual buyers, Searchers, buyer pays fee (called reverse break-up fee) if they cannot get financing, regulatory approval, etc. You are lucky if you can get a seller to agree to pay buyer a break-up fee. Very unlikely if his attorney will allow it. Incentivizing broker will create conflict.