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Buyer Beware

Last June, we brought to your attention some concerns and questions about Non-Disclosure Agreements (NDA), also known as Confidentiality Agreements. We discussed how some transitions companies have been using the NDA document to overreach its actual intent by attempting to use it to establish an exclusive relationship with prospective purchasers or put unethical conditions on a purchaser as a requirement to learn more about potential practice opportunities. It is important for you as a practice purchaser, associate, or buy-in/partner candidate to understand a few things:

Confidentiality/Non-Disclosure Agreements are valid legal documents.
NDAs are designed by attorneys and meant to protect the sensitive financial and private business documentation of practice owners and sellers. It is normally required that you sign the agreement prior to your review of practice-related documents and information in connection with entering into a purchase, association, or partnership. The agreement you sign is a valid legal document. You should read it closely and understand all it entails and requires of you. If something seems to be out of the ordinary, question it, as you may ultimately be responsible for complying with the contents of the agreement. You should be signing to agree that you will keep all information related to the inquiry (sensitive or not) confidential. This is reasonable. You should not be signing to anything else.

You must look out for yourself, and you are entitled to representation if you want it.
Unless you’re hiring someone to specifically represent you, you must look out for yourself. While our entire team at ADS Florida takes pride in creating fair transactions with fair documentation, not all “transition specialists” operate in the same manner. With that, you must protect your interests. Look closely at financial statements and documentation from the broker. Are you provided with a complete set of statements, a clean, reasonable pro forma (not projection) and a full set of statistics on the practice and how it runs? Or are you left guessing? Some NDAs also seek to limit your access to representation. You should never be required to relinquish your ability to engage competent advisors. While this may come at a cost to you, proper advice or representation can be invaluable.

Not all “specialists,” “experts” or “brokers” are alike.
And this matters to you. Quality transition specialists and experts represent quality transition opportunities. Not only is the practice documentation clear, but it is consistent and professional. Further, documentation should be provided in a timely manner and be complete. True specialists will have collected and reviewed documentation up front to establish price or value, well before a practice is available for sale on the market. They are complete and thorough and do not compromise their work or integrity.

“Expert” is another term and should include specialists, as well. These are industry leaders who have proven their expertise in practice with successful transitions, and in reputation through hosted public speaking engagements and third-party published writings. Experts and true specialists are also involved in the communities they serve; they have built a reputation of trust amongst their peers and, most importantly, their clients; and they surround themselves with other top minds and resources.

We invite you to read and review our confidentiality agreement at any time on our website under the “Forms” section or download it directly by clicking here. We feel it is a clear, straightforward document, specifically intent on protecting the disclosure of private information. If you are interested in representation for or review of any practice you are currently considering a purchase of or buy-in to, please do not hesitate to contact us at 800.262.4119 or transition@ADSflorida.com.

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