What TBL does, what TBL does not do, and who you should bring in when the deal on your screen is a business — an operating company, franchise, asset package, or boomer-to-operator succession.
The Big Lease, Inc. (“TBL”) is a technology platform providing AI-powered tools for the preparation, negotiation, and documentation of business transactions — including lease-to-own business transitions, asset sales, operating leases of entire businesses, franchise transfers, and bundled real-estate-plus-business deals.
TBL is not a business broker, merger & acquisition advisor, investment banker, licensed tax professional, attorney, securities dealer, or fiduciary to any party. TBL does not represent the buyer or the seller. Both parties independently engage TBL's software tools to prepare for and conduct their own negotiation, and TBL's AI-Advisor delivers analysis to each party privately (the “Chinese Wall”) without sharing one party's strategy, BATNA, or private reasoning with the other.
Approximately fifteen U.S. states require individuals acting as business brokers to hold a specific license (including, at minimum, California, Florida, Georgia, Illinois, Nevada, Oregon, and South Dakota; requirements evolve and users should verify current rules in their state). TBL does not broker transactions in these or any other states. Where a transaction touches real property — a building, land, or leasehold — a licensed real estate broker may additionally be required regardless of the business-broker framework.
TBL maintains relationships with licensed brokers in select jurisdictions. When a transaction requires licensed services beyond TBL's technology role, users are encouraged to engage a TBL-referred partner or a broker of their own choosing. TBL does not guarantee the performance or outcome of any referred broker.
TBL's AI-Advisor provides preparation tools, framing assistance, cognitive-bias alerts, and financial modeling based on information users input into the platform. The AI's output does not substitute for professional due diligence.
Buyers of operating businesses are responsible for engaging qualified professionals to perform:
Business transactions on TBL may be structured as either a capital (finance) lease — an ownership-like arrangement where the lessee capitalizes the asset and deducts depreciation plus interest — or an operating lease, where the lessee expenses rent payments and the asset remains on the lessor's books.
Under ASC 842, both classifications now require balance-sheet recognition, but the income-statement treatment and long-term tax consequences differ materially. TBL's document generator selects a template based on user selection; TBL does not opine on which classification is correct for any specific transaction. Users are responsible for engaging a licensed CPA to determine classification under applicable accounting standards and tax law.
For capital or finance leases of equipment or business assets, the Uniform Commercial Code generally requires a UCC-1 financing statement to perfect the secured party's interest against third-party claims. TBL's platform provides the underlying agreement and a UCC-1 draft tracker; TBL does not itself submit UCC-1 filings to state offices or guarantee their acceptance.
Users are responsible for retaining counsel or a licensed filing service (such as CSC, Wolters Kluwer, or a state-specific provider) to execute and maintain UCC-1 filings, including continuation statements every five years.
In an asset purchase, the buyer may still inherit certain liabilities — environmental contamination, ERISA-related pension obligations, certain tax liabilities, and specific tort claims — notwithstanding the form of the agreement. In a stock purchase, the buyer generally inherits all liabilities of the acquired entity. Some states additionally impose bulk-transfer notice requirements for certain asset sales.
TBL's document generator does not perform a successor-liability analysis. Users are responsible for retaining counsel to assess liability transfer and structure the transaction accordingly.
Enforceability of non-compete covenants varies materially by state. California, North Dakota, Oklahoma, and Minnesota substantially prohibit employment non-competes; other states enforce them with varying duration and geographic-scope limits. The Federal Trade Commission has also proposed federal-level restrictions whose status continues to evolve.
TBL's clause library offers a standard non-compete clause tagged by state, but enforceability depends on factors (scope, consideration, reasonableness, protected interest) that vary per transaction. Users are responsible for retaining counsel to tailor non-compete language to the governing jurisdiction.
A business transaction does not automatically create employment relationships between either party and any employee of the acquired business. TBL's Knowledge Transfer Checklist helps users plan a 30/60/90-day handoff covering vendor relationships, customer databases, and operating procedures; it is an organizational aid, not an employment contract.
Users are responsible for engaging employment counsel where WARN Act notice, benefit plan transfers, wage-and-hour obligations, immigration status transfer, or union- contract assumption are implicated.
TBL is not a bank, Small Business Administration lender, or licensed mortgage broker. For buyers financing a business acquisition through an SBA 7(a) loan or similar vehicle, TBL presents an illustrative comparison between platform-facilitated lease-to-own pricing and current benchmark SBA rates. This comparison is informational; it is not a loan offer, a pre-qualification, or a commitment.
Users seeking financing should contact a licensed SBA lender (such as Live Oak Bank, Newtek, or Huntington Bank) or another qualified institution directly.
TBL does not hold user funds. Payments flow directly between lessor and lessee through a PCI DSS Level 1 licensed payment processor. Where a transaction requires escrow — earnest money, purchase-price holdbacks, indemnity escrow — TBL integrates with licensed escrow partners (including title-insurance-company escrow services) to meet state-level trust-account and money-transmission requirements.
Commingling of customer funds with operating funds is prohibited by law in every U.S. jurisdiction. TBL's architectural choice to not hold funds directly is intentional.
If the business being transferred is a franchise, the Federal Trade Commission's Franchise Rule generally requires the franchisor to deliver a Franchise Disclosure Document (FDD) before any binding agreement. Certain states (including California, Illinois, New York, Virginia, and others) additionally require state-level registration of the FDD. Franchise transfer typically requires franchisor consent under the existing franchise agreement.
TBL's platform does not produce FDDs, does not register franchises with any state, and does not waive franchisor consent requirements. Users should retain franchise counsel prior to listing or acquiring a franchise interest.
Healthcare (medical, dental, veterinary, mental-health, pharmacy), financial services, insurance, legal practice, cannabis, firearms, liquor, and certain logistics businesses are subject to additional licensing, ownership, and transfer-of-control restrictions that TBL's general-purpose clause library does not cover.
For transactions involving regulated industries, TBL requires users to acknowledge that specialty counsel familiar with the applicable regulatory regime must be retained. TBL's clauses marked requires_counsel_review explicitly surface this requirement before agreement generation.
Businesses that own or operate on real property, or that handle hazardous materials, may carry environmental liability that survives an asset sale under CERCLA and analogous state statutes. TBL does not perform Phase I or Phase II environmental site assessments and does not opine on environmental risk.
Users are responsible for retaining qualified environmental consultants prior to executing an agreement on any business with current or historical environmental exposure.
TBL's AI-Advisor provides analysis, framing suggestions, scenario projections, fraud pattern detection, and cognitive-bias alerts based on the information each party provides privately. AI output may contain errors, omissions, or hallucinations. AI output does not constitute legal, tax, financial, accounting, valuation, or professional advice of any kind.
Users are solely responsible for the business decisions they make. Users should independently verify AI output before relying on it, particularly where the analysis informs a material financial commitment.
Each party's private inputs — BATNA, reservation price, strategy, emotional state, counterpart intelligence profile, private chat notes, bias alerts, and debrief content — are enforced as party-private at the database layer (Row-Level Security policies). The counterpart cannot read them; the AI-Advisor produces insights for each party separately.
Information shared at the negotiation table — offers, counteroffers, commitments, signed documents, chat messages — is visible to both parties. Users should treat chat, offers, and documents as shared content and private tools as private.
The default dispute-resolution provision in TBL-generated agreements is binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with mediation as a required first step. Users may substitute a different forum, venue, or governing law by modifying the dispute-resolution clause before execution. The generated agreement's dispute provisions govern disputes between lessor and lessee, not disputes between any user and TBL — which are governed separately by TBL's Terms of Service.
TBL's Terms of Service govern the user's relationship with TBL as a software platform. TBL's liability is limited as set forth in the Terms. TBL disclaims any representation that a transaction will close, that a counterpart will perform, that AI-generated output will be accurate, or that any document produced by TBL is suitable for any specific transaction or jurisdiction without professional review.
TBL's agreement generator and AI-Advisor are designed for straightforward business transactions. Users should retain counsel — and TBL's platform will flag these scenarios where detectable — when any of the following applies:
For questions about this disclosure, contact legal@thebiglease.ai. For questions about a specific transaction, contact your attorney, CPA, or licensed professional — TBL cannot and does not provide transaction-specific legal advice.
Last updated: 2026-04-18
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