{"id":3850,"date":"2026-07-30T08:07:11","date_gmt":"2026-07-30T08:07:11","guid":{"rendered":"https:\/\/sawaryn.com\/?p=3850"},"modified":"2026-10-26T11:06:54","modified_gmt":"2026-10-26T11:06:54","slug":"poland-transaction-advisor-agreement-nine-clauses","status":"publish","type":"post","link":"https:\/\/sawaryn.com\/en\/publikacje\/poland-transaction-advisor-agreement-nine-clauses\/","title":{"rendered":"A Transaction Advisor Agreement. Nine Clauses That Could Cost Your Startup a Fortune"},"content":{"rendered":"

Your transaction advisor has sent you an agreement to sign. It looks professional, runs to more than a dozen pages, and contains plenty of definitions. You feel pressed for time , the funding round is approaching, investors are waiting, and the advisor says that \u201cit\u2019s a standard market template”.<\/p>\n

The problem is that this \u201cstandard template” was drafted by the advisor and primarily protects their interests. The success fee<\/strong> may be charged even if the transaction does not go ahead. The transaction materials , teasers, financial models, presentations , do not belong to you. And the advisor may simultaneously work for the investor on the other side of the table.<\/p>\n

This does not mean that transaction advisors are unnecessary. A good advisor speeds up the process, opens doors to funds, and helps negotiate better terms. But an agreement with a transaction advisor<\/strong> is a document that requires the same level of care as an investment agreement<\/a>. If you run a tech startup and are preparing for a seed, Series A, or Series B round , or are considering M&A , this article is for you.<\/p>\n

Below you will find 9 clauses that could cost your startup hundreds of thousands of PLN. For each one, I explain what the clause says, why it is risky, and what you should negotiate.<\/p>\n

Before you begin , key terms<\/h2>\n

Agreements with transaction advisors use specific terminology. Before analyzing the individual clauses, make sure you understand these terms:<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
Term<\/th>\nWhat it means<\/th>\n<\/tr>\n<\/thead>\n
Success fee<\/strong><\/td>\nThe advisor\u2019s fee, calculated as a percentage of the value of the completed transaction , payable only after closing<\/td>\n<\/tr>\n
Break-up fee<\/strong><\/td>\nA fixed amount paid by the startup to the advisor if it withdraws from the transaction after accepting its key terms<\/td>\n<\/tr>\n
Retainer<\/strong><\/td>\nA fixed monthly fee for the advisor\u2019s availability , most common in non-exclusive arrangements<\/td>\n<\/tr>\n
Designated investor<\/strong><\/td>\nAn entity contacted by the advisor or with which the advisor arranged a meeting , as well as all affiliated entities (SPVs, funds managed by the same team)<\/td>\n<\/tr>\n
Protection period (tail provision)<\/strong><\/td>\nThe period after termination of the agreement during which the advisor retains the right to a success fee on transactions with designated investors<\/td>\n<\/tr>\n
Exclusion list<\/strong><\/td>\nA list prepared by the startup of investors with whom it held discussions before signing the agreement , excluded from the advisor\u2019s success fee<\/td>\n<\/tr>\n
Closing date<\/strong><\/td>\nThe point at which the dispositive agreement is signed, shares are subscribed for, or another action finalizing the transaction takes place<\/td>\n<\/tr>\n
Transaction value<\/strong><\/td>\nThe basis for calculating the success fee , in standard templates, it includes not only the price paid for the shares, but also contributions, additional payments, earn-out, and assumption of debt<\/td>\n<\/tr>\n
Dual-side advisory<\/strong><\/td>\nA situation in which the advisor simultaneously provides services to the startup and the investor<\/td>\n<\/tr>\n
Right of first refusal (ROFR)<\/strong><\/td>\nThe advisor\u2019s right to negotiate first in connection with the startup\u2019s subsequent funding rounds<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

An agreement with a transaction advisor is most often classified as a service agreement<\/strong> (Article 750 of the Civil Code in conjunction with Articles 734-751 of the Civil Code) , based on an obligation to use due care. The advisor does not guarantee that the transaction will close. But they collect a success fee if it does.<\/p>\n

Moreover, Polish law does not contain separate regulations governing M&A\/VC transaction advisory services. Advisors that are not brokerage houses are not supervised by the Polish Financial Supervision Authority (KNF), unless their activities functionally fall within the scope of investment advice (Article 76 of the Act on Trading in Financial Instruments) or the offering of financial instruments (Article 72 of that Act). This means that there are no statutory standards governing rates, scope of duties, or settlement rules for transaction advisors , everything is governed by the agreement.<\/p>\n

That is why negotiating this agreement is not a mere formality. It is a financial decision with potentially six-figure consequences.<\/p>\n

1. Definition of transaction value , the basis for calculating the success fee<\/h2>\n

What the clause says:<\/strong> The transaction value is not limited to the price paid for the shares. Standard templates also include cash contributions, additional payments, bonuses, earn-out, deferred payments, repayment or assumption of debt, and in-kind consideration. Each of these items increases the basis on which the success fee is calculated.<\/p>\n

Why this is risky:<\/strong> In a Series A round worth PLN 10 million, if the definition also includes the assumption of debt (PLN 2 million) and earn-out (PLN 3 million), the success fee is calculated not on PLN 10 million, but PLN 15 million. At a rate of 4%, this is the difference between PLN 400,000 and PLN 600,000 , PLN 200,000 more than you expected.<\/p>\n

What to negotiate:<\/strong><\/p>\n

    \n
  1. Demand a narrower definition of transaction value , exclude at least the repayment and assumption of debt, contingent earn-out<\/a> payments until they are actually made, and non-cash contributions to the extent that they exceed their market value.<\/li>\n
  2. Negotiate a cap , an upper limit on the success fee expressed as a fixed amount, not just a percentage.<\/li>\n
  3. Consider a sunset clause for the success fee on earn-out , if the earn-out is paid after 3-5 years, the advisor\u2019s share should decrease rather than remain a fixed percentage.<\/li>\n<\/ol>\n

    2. Exclusivity vs. non-exclusivity , two models, different risks<\/h2>\n

    What the clause says:<\/strong> Agreements with transaction advisors most commonly follow one of two models:<\/p>\n\n\n\n\n\n\n\n\n
    Feature<\/th>\nExclusive model<\/th>\nNon-exclusive model<\/th>\n<\/tr>\n<\/thead>\n
    Success fee<\/strong><\/td>\nOn every transaction during the term of the agreement , regardless of who found the investor<\/td>\nOnly on transactions with investors designated by the advisor<\/td>\n<\/tr>\n
    Retainer<\/strong><\/td>\nUsually none<\/td>\nMonthly availability fee<\/td>\n<\/tr>\n
    Risk to the startup<\/strong><\/td>\nYou pay the success fee even if you find the investor yourself<\/td>\nA growing list of designated investors + the cost of the retainer<\/td>\n<\/tr>\n
    Advisor\u2019s motivation<\/strong><\/td>\nHigher , they know they will be paid on every transaction<\/td>\nLower , they must actively \u201cdesignate” investors<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

    Why this is risky:<\/strong> Under the exclusive model, if you find an investor yourself at an industry conference, the advisor is still entitled to the full success fee. Case law confirms that an exclusivity clause is generally valid in B2B relationships (Bia\u0142ystok Court of Appeal, II Ca 468\/13), although it cannot entitle the advisor to a fee regardless of any contribution to bringing the parties together , courts regard such provisions as contrary to the principle of equivalence (Supreme Court, III SK 13\/09).<\/p>\n

    What to negotiate:<\/strong><\/p>\n

      \n
    1. If you agree to exclusivity , limit it in time (e.g. 6 months with an extension option) and exclude investors on your exclusion list.<\/li>\n
    2. If you choose the non-exclusive model , negotiate the right to review and object to each designated investor (more on this in section 3).<\/li>\n
    3. In both models, establish clear criteria for the \u201cadvisor\u2019s contribution” , merely sending an email to a fund should not be enough for it to qualify as a designated investor.<\/li>\n<\/ol>\n

      3. The designated investor mechanism , how the list of entities subject to the success fee grows<\/h2>\n

      What the clause says:<\/strong> The advisor informs the startup that a new investor has been designated. The startup has 3 business days to object. No objection = deemed acceptance. A designated investor is not only an entity with which the advisor arranged a meeting , it also includes every affiliated entity: an SPV, a fund managed by the same team, or an entity acting on behalf of the investor.<\/p>\n

      Why this is risky:<\/strong> The advisor sends an email on Friday: \u201cI hereby designate XYZ fund as a designated investor”. You are at a conference and do not respond. After 3 business days, XYZ fund is on the list , even though you had previously held discussions with it and failed to include it on the exclusion list. Now every transaction with that fund (or its SPV) triggers a success fee for the advisor.<\/p>\n

      Worse still, the advisor can \u201cdesignate” investors in bulk , building an extensive list of entities subject to the success fee, including for the purposes of the protection period after the agreement ends.<\/p>\n

      What to negotiate:<\/strong><\/p>\n

        \n
      1. Set up a calendar or CRM alert for every email from the advisor designating a new investor , 3 business days is a very short deadline.<\/li>\n
      2. Require the advisor to demonstrate specific, documented actions taken in relation to the designated investor (e.g. a meeting, presentation, or exchange of a term sheet) , simply sending a cold email should not be enough.<\/li>\n
      3. Demand quarterly reports on the advisor\u2019s activities , a list of investors contacted, the status of discussions, and feedback. This protects you from the advisor expanding the list of designated investors in bulk.<\/li>\n
      4. Prepare a complete and accurate exclusion list , name all<\/strong> investors you have ever spoken to. In standard templates, omitting anyone is treated as a material breach of the agreement and results in the loss of the right to exclude that investor from the success fee.<\/li>\n<\/ol>\n

        Contact us<\/a> , we will help you prepare an exclusion list and review the investor designation mechanism in your agreement.<\/p>\n

        4. Success fee , when it becomes payable and why the absence of a transaction does not always protect you<\/h2>\n

        What the clause says:<\/strong> The success fee becomes due on the closing date , that is, when the dispositive agreement is signed, shares are subscribed for, or another action finalizing the transaction takes place. Importantly, the failure to actually settle the transaction, or any delay or default by the investor in performing its obligations, does not affect<\/strong> the success fee becoming payable. The closing date alone is sufficient.<\/p>\n

        Under the exclusive model, the success fee is payable on every transaction during the term of the agreement , even one sourced independently by the startup. Supreme Court case law confirms that a success fee as the dominant component of the advisor\u2019s remuneration falls within the scope of freedom of contract under Article 353\u00b9 of the Civil Code (Supreme Court, III CSK 163\/17; Warsaw Court of Appeal, VII AGa 1035\/18).<\/p>\n

        Why this is risky:<\/strong> You sign the investment agreement, but the investor delays the transfer. The advisor still issues an invoice for the success fee. Or, under the exclusive model, you close a round with an investor you found at a demo day , the advisor had no contact with them, but the agreement entitles the advisor to the full fee.<\/p>\n

        An additional mechanism: standard templates contain an irrevocable authorization<\/strong> for the investor to pay the success fee directly out of the transaction price. The investor may transfer part of the amount to the advisor before you have verified the calculations.<\/p>\n

        What to negotiate:<\/strong><\/p>\n

          \n
        1. Link the success fee becoming due to the actual receipt of funds in the startup\u2019s account , not merely to the closing date.<\/li>\n
        2. Negotiate the right to approve the payment instructions , do not agree to an irrevocable authorization for direct payment without your verification of the amount.<\/li>\n
        3. Under the exclusive model, demand a reduced success fee rate for transactions to which the advisor made no documented contribution.<\/li>\n<\/ol>\n

          5. Break-up fee , the cost of changing your mind<\/h2>\n

          What the clause says:<\/strong> If the startup withdraws from a transaction \u201cfor reasons attributable to it” after the investor has accepted the key terms, the advisor is entitled to a fixed fee (break-up fee). If the startup later closes a transaction with the same investor, the break-up fee is credited against the success fee. If not , the money is lost.<\/p>\n

          Why this is risky:<\/strong> The investor submits a term sheet<\/a>, and you accept the key terms. A week later, a better investor appears with a higher valuation. You change your mind , rationally and for sound business reasons. The advisor charges a break-up fee. And \u201creasons attributable to the startup” is a broad and vague concept , it may include situations in which changing the decision is fully justified.<\/p>\n

          What to negotiate:<\/strong><\/p>\n

            \n
          1. Define the circumstances triggering the break-up fee precisely , exclude situations where the withdrawal results from new risks revealed during due diligence, changes to the offer terms by the investor, or a material change in market conditions.<\/li>\n
          2. Agree the maximum break-up fee in advance , and make sure it is proportionate to the advisor\u2019s workload rather than the value of the potential transaction.<\/li>\n
          3. Negotiate that the break-up fee will not be payable if the startup does not close any transaction within a specified period after withdrawing.<\/li>\n<\/ol>\n

            6. Protection period (tail provision) , the advisor leaves, but the success fee remains<\/h2>\n

            What the clause says:<\/strong> After the agreement is terminated or expires, a protection period applies , prohibiting contact with designated investors for a specified period. If the startup closes a transaction with any of them during that period, the advisor retains the right to the full success fee.<\/p>\n

            Why this is risky:<\/strong> You terminate the agreement with the advisor after 6 months without a transaction. 3 months later, you close a round with a fund that was on the designated investor list. The advisor demands the full success fee , and is entitled to do so under the agreement. Even if you brought the transaction to closing yourself.<\/p>\n

            Polish law does not directly regulate the length of the protection period in transaction advisory agreements. Article 761\u00b9 of the Civil Code (concerning agency agreements and applied by analogy) refers to a \u201creasonable period” , but this concept is not defined by statute. Data from the real estate brokerage market indicates that typical periods are 12-24 months. In resolution III CZP 11\/23, the Supreme Court confirmed that a former agent retains the right to commission on agreements concluded as a result of their activities even after the agency agreement has ended.<\/p>\n

            What to negotiate:<\/strong><\/p>\n

              \n
            1. Limit the protection period to a maximum of 12 months , this is the upper end of the market standard.<\/li>\n
            2. Demand that the protection period cover only designated investors in relation to whom the advisor has demonstrated specific, documented actions (a meeting, presentation, or exchange of documents).<\/li>\n
            3. Establish the right to request an up-to-date list of designated investors within 7 days after termination of the agreement , you need to know who is covered by the tail provision.<\/li>\n
            4. Negotiate a declining success fee percentage during the protection period , e.g. 100% for the first 3 months, 50% for the next 3, and 25% for the following 6.<\/li>\n<\/ol>\n

              7. Dual-side advisory , the advisor on both sides of the table<\/h2>\n

              What the clause says:<\/strong> The advisor may simultaneously provide services to investors. The startup agrees in advance that this \u201cdoes not constitute a conflict of interest” and waives the right to raise such an objection.<\/p>\n

              Why this is risky:<\/strong> The advisor has a complete picture of both parties\u2019 expectations , they know your minimum acceptable valuation and the investor\u2019s maximum offer. Formally, they \u201cdo not negotiate the price for either side”, but the information asymmetry is enormous. And you have waived your right to challenge this arrangement.<\/p>\n

              Polish law does not expressly prohibit dual-side advisory in M&A transactions. However, it is worth considering the rules applicable in other sectors. The MiCA Regulation (governing the crypto-asset market in the EU) expressly prohibits an advisor providing services on an independent basis from accepting fees, commissions, or benefits from third parties in connection with providing services to clients (Article 81(3)(b) MiCA). This shows how far M&A\/VC market practice departs from regulatory standards in supervised sectors.<\/p>\n

              Regulations governing investment firms (MiFID II) require procedures for managing conflicts of interest , but do not expressly prohibit advising both parties simultaneously. The professional ethics rules for tax advisors in Poland permit both sides of a transaction to be represented only after obtaining the written consent of both parties.<\/p>\n

              What to negotiate:<\/strong><\/p>\n

                \n
              1. Demand written disclosure of whether the advisor provides or intends to provide services to any designated investor , before discussions with that investor begin.<\/li>\n
              2. Negotiate the right to terminate the agreement without a break-up fee if the advisor begins simultaneously advising an investor with whom you are engaged in advanced negotiations.<\/li>\n
              3. Include a prohibition in the agreement preventing the advisor from disclosing your minimum acceptable valuation, non-negotiable terms, and negotiating strategy to the investor.<\/li>\n<\/ol>\n

                8. Ownership of transaction materials , who owns the IP after the engagement ends<\/h2>\n

                What the clause says:<\/strong> The economic copyrights to transaction materials , teasers, investor presentations, and financial models , remain with the advisor until all amounts due have been paid in full. The startup receives only a non-exclusive license to use them as part of the process.<\/p>\n

                Why this is risky:<\/strong> The transaction does not go ahead. You want to hire another advisor and use the materials already prepared. The problem is that the copyrights belong to the first advisor. You must either pay to acquire the rights or commission the materials again from scratch , which means additional costs and delays to the process.<\/p>\n

                This issue has a direct counterpart in IT agreements, where regulating the copyrights to materials created during the engagement (with a precise definition of the fields of exploitation and the rights to modify and create derivative works) is standard negotiating practice. An agreement with a transaction advisor requires the same degree of care as a software agreement , because what is at stake is control over materials that may determine whether your next attempt to raise financing succeeds.<\/p>\n

                What to negotiate:<\/strong><\/p>\n

                  \n
                1. Specify in the agreement in advance the amount payable to acquire the copyrights to the transaction materials if the transaction does not close.<\/li>\n
                2. Negotiate that the startup retains the right to use the materials (at least their substantive content , financial data and product descriptions) with another advisor, even if all amounts due have not been paid in full.<\/li>\n
                3. Define precisely which materials are subject to the advisor\u2019s rights , distinguish materials created by the advisor from materials provided by the startup (e.g. financial data, technology descriptions, and IP documentation).<\/li>\n<\/ol>\n

                  9. The advisor\u2019s right of first refusal for subsequent rounds<\/h2>\n

                  What the clause says:<\/strong> The advisor has the right to negotiate first in connection with the startup\u2019s subsequent funding rounds. The startup must first invite the existing advisor to negotiate , and may begin discussions with other advisors only after the right-of-first-refusal period (typically 30 days) has expired.<\/p>\n

                  Why this is risky:<\/strong> You closed a Series A round with the advisor\u2019s assistance. A year later, you are planning a Series B round. You have found an advisor with a better network in your sector. But the agreement requires you to invite the previous advisor to negotiate first and wait 30 days. This delays the start of the process and restricts your freedom of choice.<\/p>\n

                  What to negotiate:<\/strong><\/p>\n

                    \n
                  1. Shorten the right-of-first-refusal period from 30 to 14 days , or remove this clause entirely.<\/li>\n
                  2. Exclude the right of first refusal where the previous engagement did not result in a transaction.<\/li>\n
                  3. Limit the right of first refusal in time , e.g. to 12 months after the transaction closes, rather than indefinitely.<\/li>\n<\/ol>\n

                    Bonus: the AI clause , a new market standard<\/h2>\n

                    More and more agreements with transaction advisors contain a clause prohibiting confidential information from being entered into public AI tools or tools with an open training model. A breach of this clause is treated as a breach of confidentiality<\/a> , with a contractual penalty for each breach and liability for damages.<\/p>\n

                    Scenario: a startup employee pastes part of an information memorandum into a public AI chatbot to \u201cimprove the style”. The advisor finds out. The consequence: a contractual penalty + liability for breach of confidentiality.<\/p>\n

                    What to do:<\/strong><\/p>\n

                      \n
                    1. Introduce an internal policy on the use of AI tools in the transaction process , train your team that confidential information must not be entered into public chatbots.<\/li>\n
                    2. Check whether the AI clause in the agreement is reciprocal , whether it also applies to the advisor and its subcontractors, not just the startup.<\/li>\n
                    3. Determine which AI tools are permitted , e.g. tools with a closed model, deployed locally, without access to training data.<\/li>\n<\/ol>\n

                      Founder\u2019s checklist , what to check before signing an agreement with a transaction advisor<\/h2>\n

                      Before you sign the agreement, go through this list. Each item corresponds to a specific risk described in the article:<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
                      No.<\/th>\nWhat to check<\/th>\nPriority<\/th>\n<\/tr>\n<\/thead>\n
                      1<\/td>\nDefinition of transaction value , does it include earn-out, assumption of debt, and non-cash contributions?<\/td>\nEssential<\/td>\n<\/tr>\n
                      2<\/td>\nSuccess fee cap , is there a fixed monetary ceiling?<\/td>\nEssential<\/td>\n<\/tr>\n
                      3<\/td>\nExclusion list , does it include ALL investors you have ever spoken to?<\/td>\nEssential<\/td>\n<\/tr>\n
                      4<\/td>\nInvestor designation mechanism , do you have enough time to object (at least 5 business days)?<\/td>\nEssential<\/td>\n<\/tr>\n
                      5<\/td>\nProtection period , is it no longer than 12 months? Does it cover only investors in relation to whom the advisor took documented action?<\/td>\nEssential<\/td>\n<\/tr>\n
                      6<\/td>\nPayment instructions , do you have the right to verify the amount before the investor makes a direct payment?<\/td>\nEssential<\/td>\n<\/tr>\n
                      7<\/td>\nBreak-up fee triggers , do they exclude changes to the terms by the investor and new risks identified during due diligence?<\/td>\nRecommended<\/td>\n<\/tr>\n
                      8<\/td>\nDual-side advisory , must the advisor disclose that it is simultaneously advising the investor?<\/td>\nRecommended<\/td>\n<\/tr>\n
                      9<\/td>\nIP rights to the materials , has the price for acquiring the rights been agreed in case the transaction does not close?<\/td>\nRecommended<\/td>\n<\/tr>\n
                      10<\/td>\nRight of first refusal , is it limited in time and excluded if no transaction closes?<\/td>\nRecommended<\/td>\n<\/tr>\n
                      11<\/td>\nAI clause , is it reciprocal (does it also apply to the advisor)?<\/td>\nRecommended<\/td>\n<\/tr>\n
                      12<\/td>\nLimitation of the advisor\u2019s liability , does it avoid excluding liability for willful misconduct?<\/td>\nEssential<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

                      This last point requires further comment: standard templates limit the advisor\u2019s liability<\/a> to the fees paid over 12 months and exclude liability for indirect damages and lost profits. Article 473 \u00a7 2 of the Civil Code strictly prohibits the exclusion of liability for damage caused intentionally , this prohibition even overrides an exclusive contractual penalty arrangement, as confirmed by the Supreme Court judgment of 11 January 2008 (V CSK 362\/07). Make sure the clause in your agreement does not violate this prohibition.<\/p>\n

                      Before you sign , arrange for a lawyer to review the agreement<\/h2>\n

                      The transaction advisor acts in their own interests , and is entitled to protect their remuneration. But you are entitled to negotiate the terms on which that remuneration is calculated.<\/p>\n

                      The cost of an independent legal review of an agreement with a transaction advisor is a fraction of the potential consequences , particularly compared with a success fee calculated on a broadly defined transaction value, a break-up fee for a rational change of decision, or a success fee during the protection period on a transaction to which the advisor made no contribution.<\/p>\n

                      Are you preparing for a funding round or considering engaging a transaction advisor? We will review your agreement and identify what you need to change before signing it , contact us<\/a>.<\/p>\n

                      Frequently asked questions<\/h2>\n

                      Can I negotiate the terms of an agreement with a transaction advisor, or is it \u201ctake it or leave it”?<\/strong> An agreement with a transaction advisor is subject to freedom of contract (Article 353\u00b9 of the Civil Code) , every clause is negotiable. Standard templates are drafted by advisors and primarily protect their interests. Advisors expect negotiations , failing to make a counterproposal is more likely to be seen as a lack of experience than as a sign that you are ready to work together.<\/p>\n

                      What happens if I find an investor myself , do I still have to pay the advisor\u2019s success fee?<\/strong> It depends on the model used in the agreement. Under the exclusive model , yes, the success fee is payable on every transaction during the term of the agreement, regardless of who found the investor. Under the non-exclusive model , the success fee applies only to transactions with investors designated by the advisor. Therefore, before signing an exclusive agreement, prepare a complete exclusion list covering every investor you have ever spoken to.<\/p>\n

                      What is the typical success fee charged by a transaction advisor in Poland?<\/strong> Polish public sources contain no official percentage benchmarks for success fees charged by VC\/M&A transaction advisors. Rates are agreed individually and depend on the size of the transaction, the sector, the startup\u2019s stage of development, and the scope of the advisor\u2019s services. The only partially comparable data concerns carried interest in VC funds (20-30% of profits) , but this is a different remuneration mechanism from an advisor\u2019s success fee on a single transaction.<\/p>\n

                      What length of protection period (tail) is the market standard, and can I shorten it?<\/strong> Polish law does not directly regulate the length of the protection period in transaction advisory agreements. Data from the real estate brokerage market indicates that typical periods are 12-24 months. Consumer recommendations suggest a maximum of 12 months after the agreement expires. The protection period is negotiable , demand that it be limited to 12 months and cover only investors in relation to whom the advisor has taken documented action.<\/p>\n

                      Can the advisor work for both me and the investor at the same time? Is this legal?<\/strong> Yes , Polish law does not expressly prohibit dual-side advisory in M&A transactions. Standard agreement templates include a clause under which the startup accepts this model in advance. However, it is worth knowing that in regulated sectors (e.g. MiCA for crypto-assets), an independent advisor may not accept remuneration from third parties. If you accept dual-side advisory, at least demand an obligation to disclose in writing whether the advisor serves any of the designated investors.<\/p>\n

                      Who pays for the data room, lawyers, and tech due diligence , the startup or the advisor?<\/strong> Under standard templates, all transaction infrastructure costs (data room, tools, licenses) and specialist costs (legal light review, tech DD) are borne by the startup , regardless of the outcome of the process. These costs may constitute tax-deductible expenses within the meaning of Article 15(1) of the Corporate Income Tax Act, even if the transaction does not go ahead.<\/p>\n","protected":false},"excerpt":{"rendered":"

                      Review nine clauses in a transaction advisor agreement that could cost a startup hundreds of thousands of z\u0142oty, and learn how to negotiate them.<\/p>\n","protected":false},"author":9,"featured_media":3814,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"footnotes":"","sip_alt_url":"","sip_en_pl_url":"","sip_pair_uuid":"","sip_pair_state":""},"categories":[1585],"tags":[1538,1548,1537,1539,1559],"specialization":[1214],"practice_area":[],"class_list":["post-3850","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-contracts","tag-copyright-law","tag-due-diligence-en","tag-intellectual-property-en","tag-license","tag-startups","specialization-contract-law"],"acf":[],"_links":{"self":[{"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/posts\/3850","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/users\/9"}],"replies":[{"embeddable":true,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/comments?post=3850"}],"version-history":[{"count":1,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/posts\/3850\/revisions"}],"predecessor-version":[{"id":4235,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/posts\/3850\/revisions\/4235"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/media\/3814"}],"wp:attachment":[{"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/media?parent=3850"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/categories?post=3850"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/tags?post=3850"},{"taxonomy":"specialization","embeddable":true,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/specialization?post=3850"},{"taxonomy":"practice_area","embeddable":true,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/practice_area?post=3850"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}