Updated October 2026
Earnouts and data licensing income: questions to raise
Part of your sale price depends on how the business does after closing. Meanwhile an AI company may pay to license a copy of the company's records, on its own schedule. How the two interact is a question for your deal team, and what they will need first is how each buyer pays. Polyshares, for one, describes a non-dilutive license fee paid to the company.1
Payment shapes
One payment, or a share over time
Buyers pay in two broad shapes. A fee on a set schedule, with the amount and payment dates agreed in writing before anything is exported. Or a share over time: Troveo describes licensing on a revenue share, with the percentage not published. Speeds vary, but a scheduled fee usually arrives around 3-6 weeks after signing, sometimes longer.2,1,3,4,5,6
The shape matters in an earnout. A single payment lands once, on a date you can name in the purchase agreement. A revenue share keeps arriving after closing, which raises the question of who it belongs to.
| Fact | Value and source |
|---|---|
| How Mode buys | Buys an agreed copy of the records directly, charges no broker fee, and resells the filtered copy for AI research and training; the company keeps its originals |
| Payment structure | A license fee paid by Polyshares to the company; non-dilutive, with no equity or debt |
| Deal structure | Licensing, not sale, on a revenue share (percentage not published) |
| Mode timeline | A 14-day nonbinding letter of intent holds the estimate while Mode reviews the data; after acceptance it collects and scrubs the data over 15 to 30 days; payment expected within about 60 days |
Counting it
Will data income count toward the earnout target?
Nothing published answers that, because earnout definitions are written deal by deal. The practical step is to raise it before the definitions are drafted. If revenue or EBITDA drives the earnout, decide whether license income is in or out; if a customer metric drives it, decide whether licensing affects it at all. These are questions for the buyer and your deal team, listed below.
Scale
How large the income can be next to an earnout
Published ranges for operating companies mostly run $100K to $2M, as the buyers' own claims. BizBuySell's Q2 2026 closed deals averaged about $850K by our arithmetic. For a business near that average, a license can be a real share of the total, which is why it belongs in the conversation early, and the quiz tells you which buyers would look at yours.7,8,9,10,11
Eligibility is checked when you license, not when you sold. Most buyers want 20 to 30 or more employees, and only some count staff at their peak. An earnout period with integration and layoffs can move a company below a floor.12,13,14
FAQ
Questions, answered with sources
Not in the deals described so far. Polyshares describes its fee as non-dilutive, with no equity or debt involved, so the earnout math stays separate from ownership.1
Troveo describes licensing on a revenue share but does not publish the percentage or term. Ask for both in writing.4
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
- If license payments arrive after closing, who receives them: the seller, the company or the acquirer?
- 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?