Follow-up from maker intake: "The change-of-control line scared me — I've never read my provider agreements for it. What am I looking for, and what if I find it?"
The clause shapes: assignment restrictions ('this agreement may not be assigned without consent' — standard boilerplate, matters intensely in asset sales because the agreement is one of the assets), termination-on-change-of-control (rarer, worse), and pricing tied to your identity (partner rates, startup-program discounts that don't transfer). Where they hide at micro-SaaS scale: model-provider terms (check your tier's assignability), app-store developer agreements, enterprise-customer MSAs (the customer's lawyers put it there), and occasionally payment-processor terms. If you find one: don't panic and don't ignore — consent-to-assign is routinely granted for standard vendors (the ask is administrative), enterprise-customer consent is a negotiation input you want to know about a year early rather than mid-close (a customer holding consent leverage over your sale is a discount you can pre-negotiate away), and structure sometimes routes around it (the asset-vs-stock thread's mechanics — one form triggers assignment clauses, the other often doesn't). The finding costs an afternoon of reading; each surprise avoided is measured in closing weeks.
Follow-up from maker intake: "Owner-hours 'tested against support volume and shipping cadence' — I claim low hours honestly, but how does a buyer actually verify that, and how do I evidence it?"
The triangulation buyers run: support-ticket timestamps and response-time distributions (a '4 hours weekly' owner answering tickets at 2am Tuesday through Sunday is self-refuting), commit and deploy frequency against those hours, infrastructure alerting history (how often does something require intervention), and the direct question asked three ways across calls to check consistency. Evidencing it proactively — the same dated-artifact discipline as everything: a maintenance log (even a simple monthly line: hours, what they went to) started now, support metrics exported from whatever tool you use, and automation receipts (the cron jobs, the auto-recovery, the things that don't page you — documented absence of toil is the strongest low-hours evidence there is). The deeper point buyers are pricing: not your hours but the transferability of your hours — 10 honest weekly hours of documented, learnable routine beats 4 mysterious hours of founder-intuition firefighting, because the buyer can hire the first and can't hire the second.
Field addition to the list, from watching processes here: the seller's own diligence on the buyer — absent from every checklist because checklists are written from the buyer's side, and its absence produces the failure mode I've now seen twice: sellers deep in a process discovering late that the buyer can't close (financing not actually committed) or shouldn't (post-close plans the seller finds unconscionable for their customers, with no contractual protection). The reciprocal checks that belong in your process: proof of funds before bidder-room depth (our bidder application requires a funds range for exactly this reason), the buyer's track record with previous acquisitions (ask to talk to a founder they've bought from — the reference call works both directions), and post-close intentions in writing where they matter to you (customer treatment, team, brand) — unenforceable intentions are still dated evidence of what was said. The auction structure handles some of this (bid-binding, vetted bidders), but direct sales especially: diligence is a two-way exercise, and the party doing it in only one direction is the amateur at the table.
Follow-up from maker intake: "How much of this applies below, say, $500 MRR? A full diligence checklist for a $15k asset sale feels like cosplay."
Right instinct, wrong conclusion — the checklist scales down in depth, not in category: a $15k buyer still checks every section, in hours instead of weeks, and the sub-$1k-MRR deals that fall apart do so on exactly the same items (unverifiable revenue, untransferable accounts, a surprise collaborator claim) as the six-figure ones — smaller stakes make buyers less tolerant of friction, not more, because the deal isn't worth much hassle. The micro-scale version of each section: financial = Passport-or-reconciled-exports plus the expense list (an afternoon); technical = the fact sheet and a transfer test (can you actually hand over every account — try it mentally, account by account); legal = the solo cap-table package and IP self-assignment; operational = the runbook at whatever length is true. Call it the one-week version of the twelve-month program — and note the compounding argument inverts at your scale: at $15k, diligence friction is a larger fraction of deal value, so legibility moves your realized price proportionally more, not less.