Juice Bar & Smoothie Shop LOI Template and Negotiation Guide

Parties and Business Identification

Identify the buyer entity, the seller, and the specific business being acquired — including the legal business name, DBA, primary operating address, and any additional locations included in the sale. For multi-location smoothie concepts, each location should be listed explicitly.

💡 If the seller operates under multiple LLCs or holds the lease in a separate entity, clarify upfront whether you are acquiring the operating entity, the assets only, or both. Most juice bar deals are structured as asset purchases to avoid inheriting hidden liabilities such as vendor disputes, unpaid sales tax, or health code violations.

Purchase Price and Consideration

State the proposed total purchase price, how it was determined (typically a multiple of Seller's Discretionary Earnings), and how it will be paid — including the allocation between cash at close, SBA loan proceeds, and any seller financing component.

💡 Juice bars in this market typically trade at 2x–3.5x SDE. Push for the seller note to be structured as a standby note during the SBA loan term, which satisfies SBA requirements and reduces your near-term cash burden. If the SDE includes significant owner add-backs for personal vehicle expenses, cell phones, or family wages, challenge those normalizations during due diligence before the LOI is finalized.

Assets Included and Excluded

Specify which assets transfer with the sale — equipment, recipes, POS systems, supplier contracts, loyalty program data, social media accounts, and intellectual property — and explicitly exclude any personal property or assets the seller is retaining.

💡 Recipes and supplier contacts are among the most valuable intangible assets in a juice bar acquisition. Ensure these are explicitly included and that the seller agrees to a formal knowledge transfer period. Request access to the POS system (Lightspeed, Square, Toast, or similar) to pull historical transaction data — this is your primary tool to validate reported revenue and identify any discrepancy with tax returns.

Due Diligence Period and Access

Define the length of the due diligence period, what records and access the seller must provide, and the mechanism by which the buyer can terminate the LOI if findings are unsatisfactory.

💡 45–60 days is standard for juice bar acquisitions using SBA financing, as lender underwriting typically runs parallel to buyer due diligence. Insist on direct POS data access rather than seller-generated summaries — reconciling POS data against bank deposits and tax returns is the single most important step to confirm that reported cash sales are accurate, particularly in juice bars with a high volume of small-ticket cash transactions.

Lease Assignment and Landlord Approval Contingency

Make the transaction explicitly contingent on the landlord's consent to assign the existing lease to the buyer on substantially the same terms, and address how the parties will handle a landlord who requires a new lease or significant changes to terms.

💡 Lease assignment is the single most common deal-killer in juice bar acquisitions. Identify the lease's remaining term immediately — most buyers require at least 3 years remaining or a renewal option. Confirm whether the lease contains an assignment clause requiring landlord approval, and whether the landlord has a history of demanding significant rent increases or personal guarantees from new tenants. If the location is in a premium retail center or strip mall, budget time for a formal landlord interview.

Exclusivity and No-Shop Provision

Secure a period during which the seller agrees not to solicit, entertain, or accept offers from other buyers while the LOI is in effect.

💡 Sellers represented by brokers may push back on exclusivity exceeding 45–60 days. A 60–90 day window is reasonable and generally necessary when SBA financing is involved. If the seller resists exclusivity entirely, that is a red flag — a motivated seller with a clean business should not need to continue marketing while in active negotiations with a qualified buyer.

Financing Contingency

State that the transaction is contingent on the buyer obtaining satisfactory financing — typically SBA 7(a) approval — within a defined period, and outline what happens if financing cannot be secured.

💡 Sellers and brokers often prefer all-cash buyers to avoid SBA timeline risk, but SBA-financed deals close regularly in this segment. To build seller confidence, share a bank pre-qualification letter with your LOI and name your preferred SBA lender. SBA lenders with food and beverage experience (such as Live Oak Bank or a local SBDC-affiliated lender) will underwrite juice bar deals more efficiently than generalist lenders.

Transition and Training Period

Specify the seller's obligation to remain available post-closing to transition supplier relationships, introduce the buyer to key staff, and transfer operational knowledge of recipes, POS systems, and daily procedures.

💡 A 30-day training period is the bare minimum for a juice bar acquisition; 60 days is preferable, especially if the business has proprietary recipes, a complex menu, or key supplier relationships tied directly to the seller's personal contacts. If the seller has an existing manager in place, request that manager's employment be confirmed for at least 90 days post-close as part of the deal terms.

Non-Compete and Non-Solicitation

Require the seller to refrain from opening or operating a competing juice bar or smoothie concept within a defined geographic radius and time period following closing.

💡 A 5-mile radius for 3–5 years is typical and SBA-required for financed deals. SBA guidelines require a non-compete as a condition of loan approval, so this is non-negotiable in SBA-financed acquisitions. If the seller owns other non-competing food businesses, define 'competing business' narrowly to avoid inadvertently restricting their other activities.

Confidentiality

Establish mutual obligations to keep the terms of the LOI and all due diligence materials confidential, protecting the seller's business from employee or customer disruption and protecting the buyer's negotiating strategy.

💡 Confidentiality is especially important in juice bar deals because staff turnover risk is high the moment employees learn the business is for sale. Agree with the seller in advance on a communication plan for informing key employees — ideally a plan that is delivered jointly by buyer and seller shortly before or at closing to minimize disruption.

Binding vs. Non-Binding Provisions

Clarify which sections of the LOI are legally binding and which are expressions of intent only, protecting both parties while the definitive purchase agreement is negotiated.

💡 Making the exclusivity and confidentiality provisions binding — while keeping the economics non-binding — is the standard approach in lower middle market deals. Avoid making the purchase price binding at LOI stage, as due diligence findings such as revenue shortfalls, deferred equipment maintenance, or a pending health inspection violation may necessitate a price renegotiation.