A strong NDA is probably more beneficial than the earnest deposit. Think of it this way - if their plan is to just do some diligence and copy your business, ho

A strong NDA is probably more beneficial than the earnest deposit. Think of it this way - if their plan is to just do some diligence and copy your business, how will the 5% earnest money stop them? 5% of the purchase price is much cheaper than 100%. So, paying 5% won't incentivize them to finish the deal. It will just somewhat increase their costs.