Ask the buyer to name you vendor of choice for a few weeks, with a paid pilot credited at signature as their stake. Borrowed from company sales and bankruptcy; untested in selling.
The buyer likes you and keeps two other vendors warm, just in case. Every week the other two stay in, your price and your team stay on hold.
Ask the buyer to name you their vendor of choice for a dated window, usually a few weeks. Inside the window they stop running the other suppliers, and you freeze the price and put named people on the work. A window only means something if walking away from it costs the buyer something, so attach a stake. In a software deal that is usually a paid pilot: the buyer pays for the trial, the fee comes off the first year if they sign, and you keep it if they do not.
No sales source publishes this letter, so the structure here is the library's own, borrowed from two places. When a company is sold, the seller often gives one bidder a period in which it will not talk to others, and agrees a fee if the deal dies. In a bankruptcy sale, the first bidder, the stalking horse, sets the floor price and does the checking that makes an auction possible, and is paid a break-up fee if someone outbids it.
Nobody in selling publishes the letter. No sales source gives the wording of a vendor-of-choice letter, its terms, or a pilot agreement with a credit clause. The nearest thing in selling is the paid pilot without the exclusivity.
How long the window runs, according to the lawyers who draft it. Jeremy Glaser and Stephen Callegari at Mintz put the exclusivity a buyer asks for in a letter of intent at 30 to 45 days, and tell sellers to refuse automatic extensions.
How big the fee runs, according to the bankruptcy lawyers. Brad Erens of Jones Day wrote in 2015 that break-up fees and expense payments above roughly 3% of the price draw extra scrutiny from the court. Goodwin's lawyers, writing in 2025, put the usual package at a break-up fee of 1% to 3% of the bid plus documented expenses.
The paid pilot. Heavybit's write-up of a session with Mitch Morando, from 2020, tells founders to charge a token fee to test how serious the buyer is, to aim for a 30-day pilot rather than the usual 90, to pick one measure with real business impact, and to frame the pilot inside a full-year contract the buyer can cancel at will. On SaaStr, Jason Lemkin writes that "Unpaid pilots almost never work." None of them asks the buyer to stop talking to other suppliers.
The credit rule, written down once. Monetizely's article on pilot pricing, a pricing consultancy's, suggests charging 10% to 30% of the annual contract value for the pilot and crediting the whole fee against the contract if the buyer signs. The conversion figures it offers in support are credited to Gartner, McKinsey and others with no link to any of them.
Nobody has measured it. No study compares deals where the buyer named a vendor of choice with deals where they did not. The nearest number is Jason Lemkin's estimate that paid pilots turn into annual contracts somewhere between about 60% and over 90% of the time. That is his impression across companies, with no comparison against unpaid pilots.
In company sales, the fee is the well-measured part. Thomas Bates and Michael Lemmon studied termination fees in merger agreements from 1989 to 1998, published in 2003. Deals with a fee payable by the company being sold were more likely to complete and carried higher negotiated premiums. Audra Boone and Harold Mulherin found, in 2007, that half of 1990s takeover targets were auctioned among several bidders and half negotiated with just one, and that shareholders did about as well either way.
In bankruptcy, the first bidder often gets outbid. Stuart Gilson, Edith Hotchkiss and Matthew Osborn found in a 2015 working paper that a stalking horse was present in 84% of sales of all of a company's assets, and won 59% of the time. In the fully documented sales, the final price rose above the first bid 56% of the time.
The case against granting exclusivity. Lynn LoPucki and Joseph Doherty compared bankruptcy sales with reorganisations of large public companies from 2000 to 2004, published in 2007, and found reorganisations recovered more than twice as much. They blame rushed auctions in which, in most cases, only one bidder took part.
What the buyer loses inside the window. The UK National Audit Office reported in 2007 that on government infrastructure deals, value for money was most at risk in the final stage of negotiation with one preferred bidder. That stage lasted 15 months on average, and one project in three made significant scope changes during it.
The window costs both sides. Harvard's Program on Negotiation describes an exclusive period as both sides agreeing not to talk to anyone else, which weakens both sides' fallback by about the same amount. It notes that a 30-day window costs far less than the year-long lockouts used in company sales.
Everything measured here comes from selling a company or awarding an infrastructure contract, where a signed agreement and a court make the fee collectable. Nobody has measured a software buyer naming a vendor of choice. And the procurement evidence runs against you: the stretch after a buyer picks one supplier is where its own auditors think the buyer is weakest, which is why procurement will resist the ask.
Ask for a dated window and put something inside it the buyer loses by walking away, which in a software deal means a pilot they pay for and get credited only when they sign. In company sales and bankruptcy, a break fee goes with deals completing more often and does not seem to lower the price. Nothing in selling has been tested, so treat the ask as a way to find out whether the buyer will commit, not as a lift you can count on.