What is a SaaS exit memo?

A confidential information memorandum written for a software business: fifteen sections covering the product, the financials, retention, concentration, operations, risks and your valuation basis. It is what you send a buyer before diligence, and at this size it is usually the only document you send.

Can I just use a free CIM template?

You can, and the structure will be roughly right. What it will not contain is your owner earnings with add-backs stated, your churn as an implied customer life, your concentration disclosure, or a valuation range you can defend line by line — and those are the parts a buyer actually reads.

Is $49 worth it when the template is free?

The template is free and the arithmetic is not the template. The Exit Memo is one-time, includes your valuation range and the twelve sections that can be written from your numbers, and takes less time than reading this page. If you would rather build it yourself from the section table above, that is a genuine option and it costs nothing.

How long should an exit memo be for a small SaaS?

Long enough to answer the fifteen questions and no longer. At this size that is commonly eight to fifteen pages. A forty-page deck written for a fund reads as padding to an individual operator, and padding is where they look for what you are burying.

Should I put an asking price in the memo?

Either a price or 'offers invited', but say which. What matters more is section 14: the range with the adjustments shown, so the negotiation happens on the inputs rather than on whether your number is reasonable.

Do I need an NDA before sending it?

If the business is identifiable from the description, yes — a short mutual NDA is normal and takes minutes. If the memo is anonymised to metrics only, you can send that first and hold the identifying sections until an NDA is signed.

SaaS exit memo template: the fifteen sections, and why a blank one does not help

Why the template is not the hard part

An exit memo — a confidential information memorandum, if you are talking to an advisor — is the document you send a buyer before diligence. It says what the business is, what it earns, how durable that is, what the risks are, and what you think it is worth. The structure of that document is not a secret. It is fifteen headings, and they are printed further down this page.

What a blank template cannot do is the part of the work that carries the document, which is arithmetic on your own data: annualised revenue, gross margin, owner earnings with the add-backs stated, churn expressed as an implied customer life, the largest account as a share of revenue, and a valuation range with each adjustment shown. Downloading a document with those fields empty leaves you exactly where you started, which is why founders open one, fill in two sections, and never send it. Nor can a template tell you what a buyer is doing while they read: every section exists because a specific question was going to be asked anyway, and the point of writing it is to answer all of them once, in an order you chose, rather than one at a time over three weeks of email.

The fifteen sections, and what a buyer checks in each

Section	What the buyer is reading for
01 · Executive summary	Whether to keep reading. Size, margin, trading history, the range you think it is worth, and the reason you are selling.
02 · The business	What the thing is, in a sentence they could repeat to a partner, and exactly which assets transfer.
03 · Product and technology	What it costs them to run it without you. Stack, hosting bill, dependencies, and the technical debt you admit to.
04 · Revenue model and pricing	How durable the revenue is before churn is even discussed: plan mix, monthly versus annual, grandfathered pricing.
05 · Financial summary	Whether your earnings figure survives contact with a bank statement. Add-backs stated, not implied.
06 · Growth	Which pool they are in — trajectory or cash flow — and whether the trend is real or a restated chart.
07 · Retention and churn	The number they model hardest, because it sets how much of what they buy still exists in year three.
08 · Customer base and concentration	The single largest account as a share of revenue, and whether it is contracted or month to month.
09 · Unit economics	Lifetime value and payback, from your data rather than an estimate, so their model has a starting point.
10 · Operations	What a week of ownership looks like, in hours. At this size they are often buying themselves a job.
11 · Team and owner involvement	How much of the business is you. Frequently the largest single swing in a small software deal.
12 · Risks and mitigations	Whether you found your own risks before they did. Disclosed risk is discounted far less than discovered risk.
13 · Opportunities for a buyer	The upside they get to own, including the things you chose not to do and why.
14 · Valuation and basis	How you arrived at your range, adjustment by adjustment, so the negotiation is about the inputs rather than the number.
15 · Process and next steps	How this runs: how offers are made, what diligence material exists, what structure you will consider.

This is the section list of the ValuePulse Exit Memo, in the order buyers read them, generated here from the same code that generates the document. Nothing in the order is arbitrary: earnings before growth, retention before opportunity, risks before valuation. Five carry most of the weight — 01 decides whether the rest is read, 05 decides whether your earnings figure is believed, 07 sets how much of what a buyer purchases still exists in year three, 08 is the one that changes deal structure, and 12 decides whether the price you agree is the price you are paid.

What makes a small-business memo credible

01Every figure traceable to an export. Stripe or Paddle, monthly, unrestated, from the first dollar. A number a buyer cannot tie back to a source is treated as an estimate, and estimates get haircuts.
02Churn explained rather than reported. 3.2% monthly revenue churn against a stated reference for your size means something; 3.2% with no split between voluntary and failed-payment churn means a buyer assumes the worse composition. The reference itself is Churnkey's healthy average near $10,500 MRR, cited by FE International, 21 Jan 2026.
03Revenue concentration disclosed by you, in the memo, with the contractual position next to it. Buyers find it in week three regardless. The only variable is whether you were the one who said it.
04Owner hours written down by task. Owner dependency is often the largest single swing in a small software deal and there is no way for a buyer to estimate it except pessimistically.
05A valuation range with the adjustments shown separately, and the house rules labelled as house rules. A memo that admits one number is a model rule rather than a citation makes the other fourteen more believable, not less.
06Named blanks where you do not have the data yet, instead of confident prose over a gap. A buyer forgives a gap and prices a bluff.

What makes a buyer discount it

01Unexplained churn. A churn figure with no cohort behind it and no cancellation reasons is read as the ceiling of your knowledge, and the buyer models the floor instead.
02No concentration disclosure. On the $301,000 example used across this site, one customer at 42% of revenue is worth about $66,000. Found in diligence, it costs more than that, because by then it is also evidence about you.
03Projections with no basis. A hockey-stick chart in a memo for a business this size does not raise the price; it moves every other number you wrote into the same category. If you forecast, forecast one line — current growth held flat — and label it as arithmetic rather than as a plan.
04Restated months. A chart that disagrees with the payment-processor export is the single fastest way to turn a confirmation into an investigation.
05Round numbers everywhere. $10,000 MRR and 85% margin and 3% churn in the same document reads as a model, not as a business.
06One-off revenue inside the recurring line. Consulting projects and lifetime deals get stripped out and the multiple gets re-based on what is left, usually with an apology from nobody.

Blanks our own memo names rather than inventstwelve of the fifteen sections arrive with prose already written from your six numbers. The rest — your stack, your contract terms, your hours, your reason for selling — are 49 named blanks, because a document that invents facts about a business is worse than no document.

Write it yourself, or have it built

Writing it yourself costs nothing and is entirely doable from the table above. Budget a weekend, most of which is not writing: exporting revenue by month and by customer, splitting churn into voluntary and involuntary, and deciding what your owner earnings actually are once your salary is added back and the work you do is priced back in.

The Exit Memo is $49, one-time, and does that arithmetic for you: fifteen sections on ValuePulse letterhead, your valuation range with every adjustment disclosed, your risks written up with mitigations, and 49 named blanks for the things only you know. It is worth comparing against the other way of not writing it yourself: an advisory success fee on the $301,000 example on this site is $30,100–$45,150, using the 10%–15% band the advisory firms in our comps set publish, including FE International, 21 Jan 2026. What that fee buys is reach, not this document.