Selling your business within 12 months? Settle its data first
If you plan to sell your business within 12 months, decide on any data license before the acquirer's letter of intent, not after. A license can add cash before closing, but the acquirer will review it in due diligence, and an exclusive one can limit what it can do with the records. Tell both sides early.1,2,3,4,5
What a sale changes
A data license follows you into the sale. Frankfurt Kurnit, a law firm, says a past data sale will surface when an acquirer checks your company, and the acquirer will want paperwork showing what was reviewed, what was excluded and why.1
Exclusivity is the term an acquirer reads first. An exclusive license can pay a premium, but it can also stop the company buying yours from licensing or using the same records.2,3
Training-data rights now get their own line in deal reviews. Foley, a law firm, says acquirers may ask for warranties, indemnities, holdbacks or escrow over them.6,7
Acquirers know the records are worth money. Eight days after Warmly agreed to be acquired by HubSpot, Mercor emailed its CEO offering to buy or license its code and task records, so if you don't license yours, the company buying your business may.8
A 12-month plan that works
A data license moves in weeks, so it fits inside a year if you start early and keep your M&A advisor in the loop.4,9,10
- Months 12 to 9: price the data. Get quotes from two or three buyers before any staff cuts, since most buyers set their minimums by headcount.11,12,13
- Months 9 to 6: pick an order with your M&A advisor. License first and show it to the acquirer, sell first and leave it to the acquirer, or keep the old records out of the sale.5
- Before the letter of intent: sign or walk away. Offers take days to two weeks, so a license can close before an acquirer starts asking questions.4,9,14
- Through closing: disclose it and keep the file. Give the acquirer the license, the list of what stayed out and the written deletion confirmation.1,15
Five terms to get right when a sale is coming
Five terms carry into the sale, and each one should be in writing before you sign.5
| Term | Why the acquirer cares | What to ask for |
|---|---|---|
| Exclusivity | Decides whether anyone else, the acquirer included, can use the same records2 | Nonexclusive, if the price still works2,3 |
| Length | A perpetual license outlasts your ownership16 | An end date, or a right to end it on notice17 |
| Ownership | The acquirer is paying for the originals18 | Written confirmation your company keeps ownership18 |
| What stays out | Client files and anything promised to the acquirer19 | A written list of excluded systems and folders20,21 |
| Deletion | Shows the raw copy is gone15 | A deletion date and written confirmation15,16 |
Can you still qualify mid-sale?
The usual rules still apply during a sale: most buyers want 20 to 30 or more people now or at peak, a few years of records and an owner who can sign. Raise the pending sale on the first call.11,13,12
Pros and cons
What it means for a business like yours
If a sale is likely within 12 months, get a quote now, while headcount is at its peak, and tell the data buyer about the sale on the first call. Your M&A advisor should read the license before you sign it.11,5
Should your business get in now?
Businesses are already licensing their records: micro1 has committed $1B over 12 months to buying company data, and at least 18 firms started advertising for it between September and mid-October 2026.22,23 Our view, not a promise: the money will not be around forever, because prices tend to come down as more businesses sell.22,24 Take the quiz to see which firms fit your business.
Plus a free Seller's Guide when you finish.
Plus a free Seller's Guide when you finish.FAQ
Questions, answered with sources
No published source measures it. In our view, a nonexclusive license is less likely to bother an acquirer than a long exclusive one.2
Owners disagree on whether email history goes with a business, as one UK Business Forums thread shows, so spell it out in your sale documents.25
Some do. Mercor emailed Warmly's CEO eight days after Warmly agreed to be acquired by HubSpot, offering to buy or license its code and task records.8
Every business is different, so this one is best talked through with the buyer you're working with. Their team goes over it with you before anything is signed.
Every business is different, so this one is best talked through with the buyer you're working with. Their team goes over it with you before anything is signed.
Before you sign
Questions to talk through with your buyer
Every business is different, so these are best talked through with the buyer you're working with. Their team goes over them with you before anything is signed.
Questions for this kind of business
- Should a license close before or after the sale, and what has to be disclosed?
- Who owns this data: the company, an estate, or someone else?
- Do customer, supplier or platform contracts, NDAs or API terms restrict this?
- How does a license affect a sale of the business: reps and warranties, change of control, earnouts, exclusivity?
- How is the payment taxed?
Questions for any buyer
- Is the license exclusive, and for how long?
- Can you sublicense the data, and to whom?
- Which AI labs will receive it, and will you tell us?
- How long do you keep it, and how is it deleted?
- What is your liability cap, and who indemnifies whom?
- Will the contract ban re-identification of people in the data?
- Who removes personal data, by what method, and do we approve it first?