Buyer Education›Deal Structure Templates

DayXero Feature

Five Deal Structures

DayXero is the only pre-revenue marketplace that supports five distinct deal structures. Every listing can accept multiple structures, and every buyer can propose terms that match their strategy — not the platform's constraints.

Why flexibility matters

For sellers

Signal to buyers what deal types you're open to. Receive offers that match your goals — whether you want clean cash exit or ongoing stake.

For buyers

Propose deals your investors approve of. Earnouts for capped, staged bets, revenue share for de-risking, acquisitions for quick wins.

Full AcquisitionMost common

Full acquisition of all IP, code, domains, and accounts. The cleanest deal structure — seller walks away, buyer owns everything.

When to use

Use when you want clean, unconditional ownership. Best for buyers who will integrate or launch immediately.

Key terms to negotiate

·IP assignment clause — all rights transfer on signing
·Asset schedule — explicit list of what transfers (repos, domains, accounts)
·Rep & warranty — seller confirms no undisclosed liabilities
·Transition support — typically 2–4 weeks of seller availability
·Non-compete — seller agrees not to rebuild a competing product

How it works on DayXero — The whole price is escrowed against a one-time transfer of every asset. This is the flow the five steps below describe: fund, transfer, inspect, release.

LicenseOwnership stays with seller

The buyer pays for the right to use the product — the only structure where ownership does not change hands. The seller keeps the IP and can license the same asset to other, non-competing buyers.

When to use

Use when you want the capability without owning or maintaining the codebase, or when the seller wants to keep the asset but earn from it. It fits operators who want to run a product in one market, and assets — a component, an API, a framework — that several unrelated buyers could each license without stepping on each other.

Key terms to negotiate

·License scope — exclusive (only you) vs. non-exclusive (seller may license to others)
·Field of use & territory — which market, industry, or region you may operate in
·Term — perpetual or time-limited (e.g. 3–5 years, with renewal terms)
·Sublicensing — may you re-license to your own customers?
·Modification & source access — can you fork and adapt the code, or only run it as-is?
·Maintenance & updates — is the seller obligated to provide fixes, and for how long?
·Fee shape — one-time, annual, or per-seat

How it works on DayXero — No IP transfers, so there is no asset schedule or clean-break exit. On DayXero the flow is Payment → Access granted → Confirm, not the acquisition transfer flow below. Because the seller stays in the picture, the licence agreement itself — not escrow milestones — is where the protection lives.

Revenue ShareDeferred / performance-linked price

Ownership transfers, but the price is partly deferred: the buyer pays a smaller amount upfront plus a percentage of what the asset earns over an agreed term. In effect, an earn-out — a way to close when the two sides disagree on what an unproven asset is worth today.

When to use

Use when the seller believes the asset is worth more than a buyer will pay in cash for something with no revenue yet. It also fits a buyer who has distribution but no product acquiring from a builder who has product but no channel — the ongoing share keeps the builder motivated to support the handover, which is the single biggest risk in a pre-revenue transfer.

Key terms to negotiate

·Upfront vs. share — the two trade off: a larger upfront means a smaller percentage, and vice-versa
·Revenue definition — gross or net, and exactly which lines count, agreed in writing before signing
·Share percentage & term — set together against the upfront; a low or zero upfront justifies a higher share and/or longer term
·Revenue cap — a total ceiling at which the buyer owns outright with nothing further owed
·Reporting cadence — how often the buyer reports revenue, and your right to verify it
·Minimum / floor payments — optional guaranteed monthly amount regardless of performance

How it works on DayXero — Ownership and IP transfer at close, unlike a licence. The upfront is protected through escrow; the ongoing share runs afterward on DayXero's revenue-reporting and platform-fee flow (Agreement → Active → Fee), which is why reporting rights matter more here than in any other structure.

EarnoutDeferred, capped price

A full asset sale — code, IP, domain, accounts all transfer at close — but part of the price is deferred and capped. The buyer pays a guaranteed amount up front and the rest on a scheduled, time-bounded payout, up to a stated ceiling. No equity changes hands; the buyer owns and operates the asset from day one.

When to use

Use when a buyer can't pay it all at close, or the seller wants a share of near-term upside without staying an owner. It fits the same gap a revenue share fills, but with a hard ceiling and a fixed end date instead of an open-ended percentage of revenue.

Key terms to negotiate

·Guaranteed amount — the minimum paid at close, never contingent
·Ceiling — the maximum total consideration; required, not optional
·Term — how long the deferred schedule runs; capped at 36 months
·Trigger type — time-based (fixed dates) or performance-based (a milestone on the asset itself)
·Milestone metric — if performance-based, which of the asset's own numbers (MRR, ARR, users) it references
·Cadence — monthly, quarterly, or annual installments
·Reversion — the seller's remedy in the APA if a payment defaults and isn't cured

How it works on DayXero — Ownership and IP transfer fully at close, same as a full acquisition — the earnout only affects when the last dollar of price arrives. The guaranteed amount clears escrow like any acquisition; the deferred schedule then runs on DayXero's payment ledger (Agreement → Escrow → Fee → Active), with milestones DayXero records but does not verify.

Custom StructureFlexible

Any other deal structure negotiated between buyer and seller. Hybrid models or creative terms.

When to use

Use when none of the standard structures fit. Examples: hybrid (revenue share + transition), or a consulting arrangement.

Key terms to negotiate

·Define payment terms — lump sum, monthly, or performance-based
·Specify obligations — what does each party owe the other?
·Success metrics — if performance-based, what triggers payment?
·Escrow terms — how is the deal protected?
·Dispute resolution — what if parties disagree on performance?
·Term and termination — duration and exit conditions
·Seek legal advice — non-standard deals need attorney review

How it works on DayXero — Whatever you agree runs on a signed agreement (Agreement → In Progress → Fee) rather than a fixed transfer flow. Escrow secures the initial payment; everything else follows the terms you write.

How escrow protects both parties

The five steps below are the Full Acquisition flow, where the whole price is escrowed against a one-time asset transfer. The other structures follow the same principle but differ in what escrow holds and when it releases.

License

Escrow holds the licence fee, released when the seller grants and you confirm access. Nothing is transferred to inspect — the flow is Payment → Access → Confirm.

Revenue Share

Escrow protects the upfront and the asset transfer, exactly as below. The ongoing share runs afterward on DayXero's revenue-reporting flow — escrow can't hold years of future payments.

Earnout

Escrow protects the guaranteed amount and the full asset transfer, exactly as below. The capped, deferred balance then runs afterward on DayXero's payment schedule — escrow can't hold years of future installments.

Custom

Governed by a signed agreement rather than a single asset transfer. Escrow secures the initial payment; the rest follows the agreement's terms.

Both parties agree on terms

Price, deal structure, inspection period, and escrow instructions are locked in writing.

Buyer deposits funds

Buyer wires funds into the escrow account. Seller sees confirmation but doesn't receive anything yet.

Seller transfers assets

Repos, domains, accounts, and documentation transferred per the asset schedule.

Inspection period

Buyer verifies the transfer (typically 5–14 days). Can raise disputes during this window.

Escrow released

Buyer confirms receipt. Funds released to seller. Deal closed.

Not legal advice. These templates are educational guides, not legal documents. For any deal above $25K, have a qualified attorney review the agreement before signing. IP law varies by jurisdiction.

Ready to make an offer?

Browse pre-revenue assets on DayXero. Every listing shows which deal structures the seller accepts. Propose terms that work for your investment thesis.

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