Whether a top customer is actually sticky from IP ownership vs. contractor

Situation

A founder who will not sign a non-compete put IP ownership vs. contractor agreements in front of customer-contract risk reviewer in a cross-border deal with earnout-heavy structure. This M&A Due Diligence / Earnings and Revenue Quality close is a top customer is actually sticky from IP ownership vs. contractor agreements, and the live options are Proceed, Reprice, Walk.

Decision

Customer-contract risk reviewer in a cross-border deal with earnout-heavy structure must choose Proceed / Reprice / Walk / Hold using IP ownership vs. contractor agreements after a founder who will not sign a non-compete — specific to IP ownership vs. contractor agreements after a founder who will not sign a non-compete on this M&A Due Diligence Earnings and Revenue Quality file for customer-contract risk reviewer in a cross-border deal with earnout-heavy structure.

Hypotheses to test

• A founder who will not sign a non-compete is noise around an already-controlled Earnings and Revenue Quality process in a cross-border deal with earnout-heavy structure, given IP ownership vs. contractor agreements.
• A founder who will not sign a non-compete is the event in IP ownership vs. contractor agreements that forces Proceed for customer-contract risk reviewer under M&A Due Diligence.
• IP ownership vs. contractor agreements shows a one-file miss after a founder who will not sign a non-compete, not a Earnings and Revenue Quality program failure.
• IP ownership vs. contractor agreements cannot decide a top customer is actually sticky yet after a founder who will not sign a non-compete; hold is the only M&A Due Diligence close a cross-border deal with earnout-heavy structure can defend.

Analysis required

• Name the document customer-contract risk reviewer still needs before signing.
• Test whether a founder who will not sign a non-compete is a diligence gap, a price chip, or a walk-away.
• Separate a one-off add-back from a recurring earnings issue in IP ownership vs. contractor agreements.
• For this M&A Due Diligence Earnings and Revenue Quality file, read IP ownership vs. contractor agreements against a founder who will not sign a non-compete and write the one fact that would move a top customer is actually sticky for customer-contract risk reviewer.

Recommendation