Selling your brand to a buyer with deep pockets sounds appealing—but navigating a deal with institutional players takes more than just signing a purchase agreement. E-commerce aggregators are structured, data-driven, and often fast-paced, which means sellers must walk into negotiations prepared with clarity and confidence.

When speaking with e commerce aggregators, I quickly learned that not all offers are alike, and some terms buried in the deal structure could either set you up for long-term gain—or trap you in a role you never wanted. Knowing which terms to push on makes the difference between a fair exit and future regret.

1. Purchase Price and Valuation Basis

The headline number always grabs attention, but what matters more is how it’s calculated. Aggregators generally offer multiples on either SDE (Seller’s Discretionary Earnings) or EBITDA.

• Know your numbers: Be ready with 12–24 months of clean financials, broken down monthly. Any inconsistencies or seasonal spikes must be explained clearly.
  
  

• Push for clarity on multiple used: Aggregators often use different multiples for inventory-light vs. inventory-heavy businesses. Know whether they’re applying a multiple to your net profit or a post-adjustment figure.
  
  

• Watch for blended valuation: Some deals blend multiple valuation models. Ask for transparency and insist on a single, comprehensible calculation to avoid confusion later.
  
  

2. Earn-Out Structure

An earn-out allows aggregators to split the payment into two parts: upfront cash and future performance-based payouts. While it seems reasonable, this part of the deal requires sharp negotiation.

• Define performance targets: Vague metrics like “continued revenue growth” or “margin maintenance” give the buyer too much leeway. Lock in exact KPIs and measurement periods.
  
  

• Set fair timelines: If your brand is seasonal, a year-long earn-out may not reflect your revenue patterns. Match the term with business cycles.
  
  

• Protect against post-sale changes: If the aggregator changes your ad strategy or inventory flow and it affects performance, you shouldn’t be penalized. Include language that holds earn-outs valid only under consistent operational conditions.
  
  

3. Working Capital Adjustments

Many aggregators include working capital clauses that adjust the final payment based on the state of your accounts receivable, payables, and inventory at closing.

• Don’t underestimate this: A seemingly minor working capital adjustment can cut tens of thousands from your final payout.
  
  

• Lock the baseline early: Agree in advance on how inventory and receivables will be calculated and what buffer will be expected.
  
  

• Negotiate inclusion of cash flow reserves: If you’ve been holding extra inventory or prepping for promotions, ensure that added value is reflected and not treated as a liability.
  
  

4. Transition Support Expectations

Aggregators rarely want sellers to walk away on day one. But the type and duration of post-sale support can vary widely.

• Define your role: Make sure the agreement states whether you’ll provide strategic advice, customer support, supply chain help, or tech handover—and for how long.
  
  

• Cap your time: Negotiate a fixed number of hours per week and a clear end date. Some sellers unknowingly commit to months of unpaid work due to vague wording.
  
  

• Request compensation if needed: If the transition support period stretches beyond a few weeks or requires heavy involvement, build in consulting fees post-acquisition.
  
  

5. Intellectual Property and Brand Usage

You may be selling your brand—but what happens to your name, voice, and personal story after the deal closes?

• Confirm IP rights explicitly: Specify whether you’re transferring the brand name, domain, product designs, private label formulas, or customer data. Avoid ambiguity.
  
  

• Control personal image: If your photo, story, or testimonials have been part of the brand, negotiate rights around their future use. You shouldn’t appear in future ads without consent.
  
  

• Non-compete must be fair: Most aggregators will ask you to sign a non-compete. Ensure it’s time-bound (2–3 years), niche-specific, and geographically limited.
  
  

6. Inventory Valuation and Handling

Physical product businesses must settle on how inventory is handled. This can be an area where buyers squeeze sellers last-minute.

• Negotiate inventory at landed cost: Aggregators might try to devalue older inventory or negotiate a discount. Push for full landed cost unless inventory is clearly obsolete.
  
  

• Discuss who pays for transfer or holding costs: Warehousing, shipping, and 3PL transition fees can eat into your profits. Specify which party bears the burden.
  
  

• Schedule phased transfers: If the deal involves multiple fulfillment centers or international stock, ensure there's a plan that aligns with cash flow needs.
  
  

7. Platform Account Ownership

Whether you sell on Amazon, Shopify, or WooCommerce, platform ownership can be a sticking point in due diligence and post-deal operations.

• Check platform rules: Amazon, in particular, may limit or restrict the transfer of seller accounts. If your brand has a long-standing history, preserving that account status matters.
  
  

• Plan for handoff: Make sure your buyer understands how to migrate accounts without risking suspensions, especially on high-risk platforms.
  
  

• Keep personal accounts separate: If your email, ad account, or analytics were shared with other projects, cleanly separate them before the deal.
  
  

8. Legal, Tax, and Escrow Terms

While aggregators usually draft the initial agreement, don’t assume the terms are fully balanced. These areas require legal review.

• Negotiate escrow release timelines: Some buyers withhold a portion of payment in escrow for 3–6 months to account for claims. Push to limit that amount and reduce holding time.
  
  

• Plan your tax strategy early: Depending on how the deal is structured—asset sale vs. share sale—your tax liability can vary drastically. Consult with a tax advisor before you sign.
  
  

• Watch for indemnity clauses: Some agreements require sellers to cover any future legal issues. Narrow the scope of indemnity clauses to prevent open-ended liability.
  
  

Why You Need to Prepare Before the LOI

A Letter of Intent (LOI) might seem informal, but it sets the tone for the entire negotiation. What you agree to in principle can often bind you emotionally, even if legally it’s non-binding.

• Set expectations early: Before the LOI is signed, have firm stances on your valuation floor, transition terms, and inventory pricing.
  
  

• Ask for redlines in writing: Once the LOI is drafted, mark up terms you don’t agree with. Never assume you’ll “fix it later” in the asset purchase agreement.
  
  

• Use professionals: Retain a legal advisor familiar with ecommerce exits. Aggregators have full-time legal and finance teams—you need someone on your side too.
  
  

Conclusion

Striking a deal with e commerce aggregators can be life-changing if you play your cards right. These firms are disciplined and fast-moving, but that doesn't mean you should accept the first offer that comes your way. Every clause, from earn-outs to IP rights, has implications far beyond the check you cash at closing.

Whether you’re running a lifestyle brand or an ambitious consumer product company, the power in a sale lies in preparation and knowing where to push. Negotiating these eight terms proactively puts you in control of not just the price, but the future of your business’s legacy.