I have a few thoughts - perhaps may be a little bit of a ramble, but happy to discuss at our leisure if helpful. 1) Are you intending to actually run a sell-side process, or are you seeking to have someone facilitate diligence and hold the strategic buyer(s) to account? If the former, a 12 month term andredactedmonth tail is reasonable. Always negotiable depending on circumstances, but absent other info I’d say reasonable. 2) you ought to have a defined process that determines what names are listed to be included in the tail agreement, and you can likely carve out names you are already in active discussions with. 3) you should have some sense of milestones in terms of when the initial buyers list will be composed, when marketing materials will be ready, and when they will begin outreach. The bankers point of view will be that it is dependent upon you providing timely data and responses, which is also fair - there needs to be alignment in how you’ll work. I’d also flag that while not in the agreement specifically, it’s a good opportunity to set a regular cadence of how the prep work is going. 4) it’s entirely fair to ask how many other engagements they are currently running and how much attention you will get from the senior bankers, and who will be leading what calls with prospective buyers. I know there’s plenty more to think about - I’ll try and circle back later today/tomorrow.

I'm biased here but if you don't have an option to opt out of the 12M exclusive I would explore other options for brokers. The retainer and fees you pay every quarter doesn't guaranty they can sell your business. I work as a broker at Synergy Business Brokers, and we handle main street and lower middle market transactions, and don't charge any fees until the business is sold. Happy to take this offline for a 2nd opinion.