webfox007 - 1:03 pm on Mar 12, 2010 (gmt 0)
Nomis5, it seems to me that you are not desperate to sell the business so, if i was you i would keep it. But, if you do plan on selling it then the buyer is at risk that you are being truthful that your code is well written, works, fully debugged and fully documented. Forget the idea that the buyer can look at your code before closing (date funds transfer). It's the buyers risk that when he takes possession of the code at closing his recourse is to come after you via the contracts breach of reps and warranties.
You are not required to take the risks, put that burden on the buyer.
If you, the seller, are to take the risks such as a 2 day free look and see then i would suggest putting 40% of the purchase price as non returnable to the buyer if he decides after his look and see he wants to back out of the deal. So, you are compensated for the buyer putting your transaction and your code at risk. If he doesn't like the terms then maybe you just flushed out a rat. The process of buying and selling is all about "the process" during the process both sides can try to size up the other side to see if they are good people or bad people. The longer the process the better.
You never did mention if this was an "asset" or "stock" purchase. I can only assume an asset purchase. There are different issues depending on the type of transaction.