# Seller instructions for a patient-centered private-buyer process

**Version:** 2026.07  
**Status:** Educational draft for review with qualified transaction counsel  

These instructions help an owner tell a broker or transition adviser that successor quality, patient continuity, and a fair private-buyer opportunity matter alongside price and closing certainty. They are not an engagement agreement or legal advice.

## 1. Define the assignment

- Identify the broker/adviser’s exact role, client, duties, term, termination rights, and fee.
- State whether the seller wants individual dentists, associates, staged successors, groups, DSOs, or other buyer classes included or excluded.
- Define geography, marketing channels, confidentiality stages, qualification requirements, and approval before a recipient receives information.
- Require written disclosure of referral, financing, vendor, ownership, affiliate, sponsorship, and data-sharing relationships relevant to the process.

## 2. Preserve a fair private-buyer opportunity

- Establish a defined private-buyer marketing period before an institutional-only process, if that reflects the seller’s objective.
- Use qualification criteria that account for clinical fit, transition capacity, financing, and patient stewardship—not only maximum price.
- Do not use the buyer’s maximum financing as evidence of practice value.
- Present cash, financing, seller note, holdback, earnout, rollover equity, employment, real estate, fees, taxes, and closing risk on a common basis.

## 3. Require an offer-presentation log

For every qualified indication or offer, record:

- buyer legal entity and buyer type;
- date received and date presented;
- headline price and cash at close;
- financing, seller note, holdback, earnout, or retained equity;
- employment, management, transition, and restrictive terms;
- real-estate treatment;
- patient and staff commitments;
- unresolved conditions and probability of closing;
- reason accepted, rejected, or left pending.

## 4. Define patient stewardship

Ask counsel to translate each objective into an observable term:

- patient notification and introduction;
- record custody and access;
- continuity for open treatment, warranties, remakes, refunds, and emergencies;
- treatment-plan and payment-plan handling;
- team communication and retention;
- seller availability and handoff;
- clinical decision rights;
- use of the practice name and patient communications;
- complaint, correction, and dispute paths.

## 5. Protect data

- Define who receives seller, practice, patient, employee, buyer, and financing information.
- Use staged disclosure and appropriate redaction.
- Prohibit unapproved secondary use or marketing.
- Require access controls, recipient logs, retention, deletion, return, and incident handling.
- Obtain qualified privacy and transaction review before releasing patient- or employee-level information.

## 6. Preserve the limits

A private dentist is not automatically the better steward. A DSO is not automatically the worse steward. Price is not automatically inconsistent with patient-centered care. The purpose is to make the seller’s actual priorities visible, comparable, and enforceable instead of leaving successor type to an unwritten assumption.