Closing a deal
An accepted offer is the middle of the process, not the end. This is what happens next, in the order it happens, for both sides.
This is not legal advice. It is a practical checklist from how these deals usually run, and it is a starting point for a conversation with a lawyer in your own jurisdiction — not a substitute for one. A game earning real money is worth an hour of proper legal review, and the tax treatment of a sale differs by country.
- 1
Letter of intent
Non-binding, one page, and worth doing: price, what is included, what the seller will hand over, an exclusivity window (two to four weeks is normal) and a target close date. It costs an afternoon and stops a deal dying three weeks in over something both sides assumed.
- ☐Agreed price and currency
- ☐Everything included, and anything explicitly excluded
- ☐Exclusivity period and its end date
- ☐What diligence the buyer gets access to
- ☐Target closing date
- 2
Diligence
The buyer checks what the badge cannot tell them. Our verification proves the revenue is real; it does not prove the game is maintainable, that the art is licensed, or that one customer is not 60% of the revenue. Ask.
- ☐Revenue concentration — what share comes from the largest customer or one platform
- ☐Where players come from, and whether that channel is owned or rented
- ☐Licences for art, audio, fonts and middleware, and whether they transfer
- ☐Third-party accounts the game depends on, and the cost of each
- ☐Any code the seller does not own outright, including contractor work
- ☐Open disputes, chargebacks, refund rate, store policy warnings
- 3
Asset purchase agreement
The binding one. It should name every asset by name — a schedule listing repositories, domains, store listings, accounts and brand assets is worth more than any amount of general language. Both sides sign before escrow is funded.
- ☐Schedule of assets, itemised
- ☐Representations: the seller owns it and it does not infringe anything
- ☐What happens to existing customers and their subscriptions
- ☐Transition support — how many hours, over how long, in writing
- ☐Non-compete scope and duration, if any
- ☐Who holds liability for anything before the closing date
- 4
Escrow and transfer
The buyer funds Escrow.com. Only then does the seller start transferring. Escrow releases when both sides confirm the checklist is complete. Nobody sends money directly, in either direction, at any point.
- ☐Buyer funds escrow for the full amount
- ☐Repository ownership transferred, not just access granted
- ☐Domain transferred and the auth code confirmed working
- ☐App Store and Play listings transferred (allow days, not hours)
- ☐Payment provider account or a clean migration of active subscriptions
- ☐Analytics, email list, Discord, social accounts
- ☐Secrets rotated: the seller loses access, the buyer gains it
- ☐Both sides confirm, escrow releases
Fees, plainly
- Listing fee
- One-time, paid by the seller when they list. Never refunded on a sale that does not happen, because the placement was still delivered.
- Our success fee
- 3% of the sale price, paid by the seller at close. Nothing if the game does not sell.
- Escrow fees
- Escrow.com’s own schedule, split 50/50 between buyer and seller unless you agree otherwise in the APA.
- Buyers
- Nothing to browse, nothing to make an offer, nothing at close beyond their half of escrow.
How these deals go wrong
- Someone asks to move off-platform to “save the fee”. Sometimes it is genuine. Often it is the opening move of a scam, because off-platform means no escrow and no record. The fee is smaller than the money.
- Assets transferred before escrow is funded. Never do this, however convincing the reason. Escrow exists precisely for the moment when one side has to go first.
- Store transfers are assumed to be instant. Apple and Google take days and have their own conditions. Put the timeline in the APA rather than discovering it afterwards.
- The revenue was real but rented. Verified MRR is true and can still evaporate if it all came from one channel the seller was buying. That is what diligence is for.