Updated October 2026
Data room checklist: documenting a data license
A data room is where a seller proves what it says. If the company has licensed its archive to an AI buyer, that deal needs its own folder. FKKS's list is the starting point: the review that was done, what was excluded and the business justification for the deal.1
Folder 1
The agreement and the counterparty
The signed license, every amendment, and a one-page summary: licensor, date, term, territory, exclusivity and fee. Add who the licensor is. Brokers and resellers sit between some sellers and the labs: Turing resells to AI labs, and Endless says it places data with micro1, Mercor and Handshake, a claim no buyer has confirmed. Name every party in the chain you know.2,3
Folder 2
Scope: systems, dates and exclusions
List each system licensed and its date range: Slack workspace, Microsoft 365 tenant, Google Drive, CRM, ticketing, repositories. Mercor names Slack, Teams, Gmail, Outlook, Confluence, Salesforce, GitHub, Drive and Notion among 100+ tools, so the list can be long. Then list what was left out and why: Polyshares excludes data held on behalf of clients, and SimpleClosure excludes sensitive employee and health records.4,5,6
| Fact | Value and source |
|---|---|
| Data it buys | Slack, Teams, Gmail, Outlook, Confluence, Salesforce, GitHub, Drive, Notion and 100+ other tools |
| Excluded data | Data held on behalf of clients is excluded |
| What SimpleClosure leaves out | Sensitive employee and health records are excluded; code, Slack, email and docs are in scope |
Folder 3
Personal data removal and security
The removal method in writing, who ran it and the sample the company approved. Polyshares says a third-party PII partner scrubs data before licensing; micro1 says the company reviews samples before release. Add the licensor's security attestation where one exists; Mercor states SOC 2 Type II. Note any incident history the licensor has disclosed: Mercor confirmed a cyberattack tied to the LiteLLM compromise in 2026.7,8,9,10
Folder 4
Money and introductions
Payment records and timing against the contract. Most buyers pay within 2-8 weeks of signing, from Mercor's 2-4 weeks to Polyshares' Net 30-60, and micro1 invoices only after written acceptance, so note the acceptance date too. Any referral or broker fee belongs here too. micro1 pays referrers by default 7.5% of the license price, and Pewter says the licensing firm pays it at close.11,12,13,14,15
FAQ
Questions, answered with sources
FKKS points to the review, the exclusions and the business justification. Add the agreement, the systems list, the removal method and payment records.1
We do not answer legal questions. Ask the licensing company: their team reviews this with you before anything is signed.
Before you sign
Legal questions go to the licensing company
We do not answer legal questions. Ask the licensing company before you sign: their team reviews these with you.
Questions for this kind of business
- Which confidentiality terms in the license limit what we can show a prospective acquirer?
- How does a license affect a sale of the business: reps and warranties, change of control, earnouts, exclusivity?
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?