A complete LOI guide and fill-in template for acquiring a residential or commercial window cleaning company — covering purchase price, deal structure, earnouts, and exclusivity terms specific to this industry.
A Letter of Intent (LOI) is the foundational document in any window cleaning business acquisition. It signals your seriousness as a buyer, locks in the key economic terms before due diligence begins, and sets the framework for the eventual purchase agreement. For window cleaning deals — which typically range from $500K to $3M in revenue and sell at 2.5x to 4x Seller's Discretionary Earnings — the LOI is where critical deal points get established: how recurring contract revenue is valued, whether an earnout applies if customer concentration is high, and what transition support the seller will provide to protect crew retention. Most window cleaning deals are structured as asset sales using SBA 7(a) financing, meaning your LOI must align with lender expectations from day one. A poorly structured LOI can delay SBA approval, create renegotiation friction after due diligence, or leave you exposed to revenue walk-away risk from key commercial accounts. This guide walks you through every LOI section with example language and negotiation notes tailored to window cleaning acquisitions.
Find Window Cleaning Businesses to AcquireBuyer and Seller Identification
Identifies the legal names of the acquiring entity and the selling business or owner. For window cleaning acquisitions, buyers often form a new LLC prior to closing, and sellers may be operating as a sole proprietor or S-corp. Clarifying this early prevents title and licensing transfer complications, especially for commercial contracts and vehicle registrations.
Example Language
This Letter of Intent is entered into between [Buyer Name or Acquiring Entity LLC], hereinafter referred to as 'Buyer,' and [Seller Legal Name / Business Entity], operating as [DBA: XYZ Window Cleaning], hereinafter referred to as 'Seller.' Buyer intends to acquire substantially all operating assets of the business located at [Primary Business Address], including customer routes, contracts, equipment, vehicles, and goodwill.
💡 Confirm whether the seller operates under a DBA or legal entity name, as commercial contracts and state contractor registrations may be held in different names. If the seller holds any specialty licenses — such as high-rise or OSHA-compliant rope access certifications — verify these are transferable to the buyer entity before finalizing identification language.
Purchase Price and Valuation Basis
States the proposed purchase price and the valuation methodology used to arrive at it. Window cleaning businesses in the lower middle market are typically valued at 2.5x to 4x Seller's Discretionary Earnings, with higher multiples awarded to companies with strong recurring commercial contract revenue, route density, and low owner dependency.
Example Language
Buyer proposes a total purchase price of $[X], representing approximately [X.X]x Seller's Discretionary Earnings of $[X] as reflected in the trailing twelve months ending [Date]. This valuation is based on the assumption that at least [30%] of total revenue is attributable to recurring commercial or residential service agreements. Purchase price is subject to adjustment following completion of financial due diligence, including verification of reported SDE, recurring revenue percentage, and fleet condition.
💡 Push for a detailed revenue breakdown before finalizing the multiple. A window cleaning business with 60% recurring commercial contracts justifies 3.5x–4x SDE, while one that is primarily one-time residential work may only support 2.5x–3x. Build in explicit language allowing price adjustment if recurring revenue as a percentage of total revenue falls below the threshold represented by the seller during negotiations.
Deal Structure and Financing
Outlines how the purchase will be financed, including the SBA loan component, buyer equity injection, and any seller note. Most window cleaning acquisitions in the $300K–$1.5M SDE range are SBA 7(a) eligible, with buyers contributing a 10% equity injection and sellers carrying a small subordinated note to satisfy lender requirements.
Example Language
Buyer intends to finance the acquisition through an SBA 7(a) loan covering approximately [80–90%] of the purchase price, with Buyer contributing a minimum equity injection of [10%] of the total purchase price, equal to approximately $[X]. Seller agrees to carry a seller note of $[X] representing [5–10%] of the purchase price, subordinated to the SBA loan, at [6%] annual interest over a [24–36] month term. The seller note is contingent on SBA lender approval of subordination terms.
💡 SBA lenders will require the seller note to be on full standby for the first 24 months in most cases. Discuss this with the seller early — some window cleaning sellers are surprised by standby requirements and need time to accept it. If the seller resists a note, consider whether the purchase price needs to be reduced to keep the deal within SBA loan limits without the note as a bridge component.
Asset vs. Stock Sale Designation
Specifies whether the transaction is structured as an asset purchase or stock purchase. The overwhelming majority of window cleaning business acquisitions are asset sales, allowing the buyer to avoid inheriting unknown liabilities such as prior workers' compensation claims, unreported equipment liens, or outstanding safety violations.
Example Language
This transaction is intended to be structured as an asset purchase, in which Buyer will acquire the operating assets of the business including, but not limited to: all customer contracts and service agreements, route lists and CRM data, vehicles and cleaning equipment, trade name and goodwill, phone numbers and digital assets including the company website and Google Business Profile, and all transferable vendor and supplier relationships. Buyer will not assume any liabilities of Seller except those explicitly agreed upon in the definitive Asset Purchase Agreement.
💡 Pay particular attention to vehicle titles and any outstanding liens on equipment or trucks. Window cleaning fleets can carry undisclosed financing. Require the seller to provide a lien search on all vehicles and major equipment prior to LOI execution or as a condition of due diligence commencement. Commercial service contracts should be listed in a schedule attached to the final APA, with assignment or novation terms confirmed with the property management companies involved.
Earnout Provisions
Defines any variable compensation tied to post-close performance, typically used in window cleaning deals where a significant portion of revenue is concentrated in a small number of large commercial accounts. An earnout protects the buyer if key accounts leave after the ownership transition.
Example Language
In the event that any of the top [5] commercial accounts, collectively representing approximately [X%] of trailing twelve-month revenue, do not continue service under the same or substantially similar terms within [90] days of closing, the purchase price shall be adjusted downward on a pro-rata basis at a rate of [1.5x] the annualized lost revenue attributable to departed accounts. Alternatively, Buyer and Seller may agree to an earnout structure in which [$X] of the total purchase price is held in escrow and disbursed to Seller over [12] months contingent on achieving [85%] revenue retention from identified commercial accounts.
💡 Sellers will resist earnouts, so frame them as protection against events outside the buyer's control — specifically account departures driven by relationship dependency on the outgoing owner. Limit earnout exposure to accounts representing more than 15% of revenue individually. Require the seller to actively participate in introducing the buyer to key commercial property managers and HOA contacts during the transition period as a condition of full earnout eligibility.
Exclusivity and No-Shop Period
Grants the buyer an exclusive negotiating window during which the seller agrees not to solicit or entertain offers from other parties. This is critical in window cleaning acquisitions where a motivated seller may be simultaneously listed with a broker and receiving inbound interest.
Example Language
Upon execution of this LOI, Seller agrees to a [60]-day exclusive negotiating period during which Seller will not solicit, entertain, or enter into discussions with any other prospective buyers regarding the sale of the business or its assets. Seller agrees to promptly notify Buyer of any unsolicited third-party inquiries received during the exclusivity period. This exclusivity period may be extended by mutual written agreement if due diligence is ongoing and both parties are negotiating in good faith.
💡 60 days is standard for SBA-financed window cleaning deals. If SBA pre-qualification has not yet started, consider requesting 75–90 days to account for lender processing time. Some sellers represented by brokers will push back on exclusivity length — agree to milestone-based extensions tied to completed due diligence phases such as financial verification, fleet inspection, and contract review completion.
Due Diligence Scope and Timeline
Defines what the buyer will review, how long the review period lasts, and what the seller is required to provide. For window cleaning businesses, due diligence must cover financial records, customer contract details, crew employment files, equipment condition, insurance certificates, and safety compliance documentation.
Example Language
Buyer shall have [30–45] days from the date of seller's delivery of all requested due diligence materials to complete its review. Seller agrees to provide, within [10] business days of LOI execution: (1) three years of federal tax returns and profit and loss statements, (2) a complete customer list with revenue by account for the trailing 24 months, (3) copies of all recurring service agreements and renewal terms, (4) crew employment records including W-2s and 1099s for the past two years, (5) vehicle titles, maintenance records, and any outstanding liens, (6) current certificates of insurance for general liability and workers' compensation, and (7) any open or pending OSHA, workers' comp, or liability claims.
💡 Window cleaning sellers frequently lack organized documentation. Build in a staged due diligence timeline that begins with financial verification and customer contract review, then moves to equipment and compliance. If the seller cannot produce clean financials within 10 business days, that is itself a red flag warranting re-evaluation of the purchase price or deal structure. Request access to the scheduling software or CRM directly to independently verify route frequency and customer retention history.
Transition and Training Agreement
Outlines the post-close transition support the seller will provide, including field training, customer introductions, and crew handoff. This is one of the most important LOI sections for window cleaning acquisitions because customer relationships and crew loyalty are frequently tied to the outgoing owner.
Example Language
Seller agrees to provide Buyer with a transition and training period of [90] days post-closing at no additional cost, during which Seller will: (1) introduce Buyer to all commercial account contacts and property managers, (2) participate in at least [3] joint field days with key crew leads, (3) assist with transfer of scheduling software, customer database, and digital assets, and (4) remain available for up to [10] hours per month via phone or email for a period of [12] months post-close. Additional consulting services beyond this scope may be negotiated at $[X] per hour.
💡 Sellers who were deeply involved in fieldwork may underestimate how much tribal knowledge they carry. Push for a minimum 90-day paid or included transition period rather than the standard 30–60 days. Include specific language requiring the seller to accompany the buyer on visits to the top 5 commercial accounts within the first 30 days of closing. For high-concentration deals, consider making a portion of the seller note contingent on completing all required customer introductions.
Confidentiality and Non-Compete
Establishes that deal discussions remain confidential and that the seller will not re-enter the window cleaning market in the same geography post-close. Both provisions are essential to protect the buyer's investment in customer relationships, brand, and crew.
Example Language
Seller agrees that all information shared during the due diligence process, including customer lists, financial records, and pricing structures, is strictly confidential and may not be disclosed to third parties except as required by law or with Buyer's written consent. Additionally, Seller agrees to a [3]-year non-compete covenant covering a [25]-mile radius from the business's primary service area, prohibiting Seller from directly or indirectly owning, operating, or consulting for any window cleaning, pressure washing, or exterior building maintenance business within that geography. This non-compete shall survive closing and be incorporated into the definitive Asset Purchase Agreement.
💡 SBA lenders require a non-compete as a condition of loan approval, so this is non-negotiable from a financing standpoint. The standard for window cleaning is 3 years with a 25–50 mile radius depending on the density of the service territory. If the seller has a spouse or family member involved in the business, consider whether they need to be named in the non-compete to prevent a workaround. Non-solicitation of crew and customers should be addressed in a separate clause with a 2–3 year term.
Recurring Revenue Threshold and Price Adjustment Trigger
Negotiate an explicit minimum percentage of revenue that must be attributable to recurring commercial or residential service contracts — typically 30% or higher — with a defined price adjustment mechanism if the actual percentage revealed during due diligence falls short. Window cleaning businesses that rely on one-time or seasonal residential jobs carry meaningfully higher revenue risk than those with locked-in commercial route contracts.
Customer Concentration Earnout Structure
If any single commercial account — such as a large property management company, HOA portfolio, or corporate campus — represents more than 15% of annual revenue, negotiate an earnout or escrow holdback tied to that account's retention for 12 months post-close. This is the single most common source of post-acquisition disappointment in window cleaning deals and must be addressed in the LOI before due diligence begins.
Fleet and Equipment Condition Credit
Negotiate a right to a purchase price credit if due diligence reveals that vehicles, lifts, water-fed pole systems, or other major equipment require near-term capital expenditure not disclosed in the seller's representations. Request maintenance records and independent inspection for all vehicles over 5 years old or with more than 100,000 miles before finalizing the purchase price.
Crew Retention Incentive Responsibility
Clarify in the LOI which party is responsible for funding crew retention bonuses or stay agreements for key employees. Experienced, licensed window cleaning technicians — especially those with high-rise or OSHA safety training — are difficult to replace. If the business depends on 2–3 senior crew leads, the LOI should address who funds their retention packages and what happens to the purchase price if they depart within 90 days of closing.
Non-Compete Geography and Scope
Define the non-compete radius to match the actual service territory of the business, not an arbitrary distance. A window cleaning company operating exclusively within a 20-mile radius needs a tighter, well-defined non-compete than a company serving a broader metro. Ensure the scope covers not just window cleaning but related exterior services — pressure washing, gutter cleaning, soft washing — to prevent the seller from competing under a different service label.
SBA Standby Note Terms and Seller Acceptance
If the deal structure includes a seller note subordinated to the SBA loan, confirm in the LOI that the seller understands and accepts the standby provision — meaning no principal or interest payments on the seller note during the standby period, typically 24 months. Window cleaning sellers unfamiliar with SBA deals are frequently surprised by this requirement. Getting alignment in the LOI prevents a late-stage renegotiation that can collapse the deal.
Transition Period Length and Account Introduction Requirements
Negotiate a minimum 90-day transition period with specific obligations for the seller to introduce the buyer to commercial property managers, HOA contacts, and facility directors. Require a minimum number of in-person joint visits during the first 30 days and spell out what constitutes a completed introduction. Vague transition language is the most common cause of post-close disputes in window cleaning acquisitions where the seller held all the customer relationships personally.
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Most LOIs are only partially binding. The confidentiality clause, exclusivity period, and no-shop provision are typically binding, meaning the seller cannot entertain other offers or disclose your deal terms during the agreed period. The purchase price and deal structure terms are generally non-binding, meaning either party can walk away if due diligence reveals material issues. For window cleaning acquisitions specifically, this matters because financial due diligence often surfaces differences between reported and actual recurring revenue, or reveals equipment replacement costs that change the economics. Always have an attorney review the LOI to clarify which sections are binding before you sign.
Window cleaning businesses in the lower middle market typically trade at 2.5x to 4x Seller's Discretionary Earnings. Where you land in that range depends heavily on revenue quality. A business with 60% or more recurring commercial contract revenue, documented SOPs, a tenured crew, and an owner who is not the sole customer contact can justify 3.5x to 4x SDE. A business that is primarily seasonal residential work with a heavily involved owner and no management layer is more appropriately valued at 2.5x to 3x SDE. Use the LOI to tie your offered multiple explicitly to the recurring revenue percentage, so you have a clear basis for price adjustment if due diligence reveals a different revenue mix than represented.
A 60-day exclusivity period is standard for most window cleaning acquisitions financed with an SBA 7(a) loan. This should provide enough time to complete financial verification, customer contract review, equipment inspection, and SBA pre-qualification. If you have not yet engaged an SBA lender when you submit the LOI, request 75 to 90 days to account for lender processing time. Exclusivity can be extended by mutual written agreement if due diligence is ongoing and both parties are actively working toward closing. Avoid requesting less than 60 days — SBA deals move slowly, and running out of exclusivity time before due diligence is complete puts unnecessary pressure on both parties.
Yes, if any single commercial account or small group of accounts represents a significant concentration of revenue — generally 15% or more from a single client — an earnout or escrow holdback is a reasonable and defensible protective mechanism. Earnouts are also appropriate when the seller's personal relationships with property managers or HOA directors are the primary reason those accounts stay with the business. A typical structure for a window cleaning acquisition might hold 10 to 15 percent of the purchase price in escrow for 12 months post-close, released to the seller on a pro-rata basis as key accounts renew under the new ownership. Sellers will resist earnouts, so frame them as insurance against events outside the buyer's control rather than a reflection of distrust in the seller.
Commercial window cleaning contracts — with property management companies, HOAs, corporate campuses, or facility managers — are typically not automatically assignable. Most contracts include a change-of-control or assignment clause requiring the property manager or building owner to consent before the contract transfers to a new entity. This is a critical due diligence item that must be planned for before closing. In your LOI, specify that the seller is required to disclose all assignment restrictions and actively assist the buyer in obtaining written consent from commercial account contacts during the transition period. Failure to secure assignment consent on major accounts can result in those accounts going out to rebid, which directly impacts the revenue base you paid for.
While this template provides a strong starting point, you should have a business transaction attorney review or draft the final LOI before submitting it to the seller. Window cleaning acquisitions involve industry-specific considerations — vehicle lien clearance, commercial contract assignability, crew licensing transferability, and SBA lender coordination — that a general attorney unfamiliar with lower middle market M&A may miss. The cost of legal review at the LOI stage is modest relative to the risk of signing a document that creates unintended binding obligations, establishes an unfavorable framework for the purchase agreement, or fails to protect you if due diligence surfaces material issues. Look for an attorney with experience in SBA-financed asset acquisitions or home services business transactions.
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