Data licensing for M&A advisers, accountants and investment partners

How do I explain data licensing to a client?

Data licensing means agreeing that specified business records can be used for specified purposes. A support conversation can show a question, the investigation and the fix. A CRM history can show how a sales opportunity progressed. This is not the same as selling the company or providing a contact list for marketing.

The opportunity depends on the records, the rights to use them and buyer demand. An initial assessment is not a purchase offer.

What information is appropriate for a client introduction?

Ask whether the client wants the introduction before passing on their information. Agree who should join the conversation and what may be discussed. Do not forward an inbox, deal room, tax file or confidential report to demonstrate the opportunity.

Your introduction can include a high-level business description and a systems overview. For the assessment, prepare approximate record counts and years covered. Screenshots should show totals and date ranges, with names, message contents and other sensitive information redacted.

What should we prepare before an assessment?

Identify the person who can verify the systems and counts. Note the languages used, years of history, record types and exclusions. Flag records covered by customer, employee or supplier restrictions.

Do not export a dataset during onboarding. Maryah starts with counts and screenshots, and data moves only after a buyer deal is agreed.

Which rights should the client review?

Ask the client's legal adviser to identify which records the company may license and for which purposes. Possession of a file does not settle questions about confidentiality, privacy or third-party rights.

For any proposed licence, record the dataset covered, permitted uses, recipients, duration, exclusivity and onward-sharing rights. Ask whether the terms limit the company's own use or future licensing. Check obligations to supply later exports or staff time rather than assuming the payment covers a single transfer.

What if the company is being sold?

Bring proposed or existing data licences into the transaction discussion early. Give the transaction team the relevant agreements, amendments and a summary of continuing obligations.

Ask counsel to check assignment, change-of-control provisions, exclusivity and any obligations that survive closing. Do not assume that a licence disappears when the business changes hands or that every restriction prevents a sale. The actual terms matter.

How should accountants and finance teams approach the proceeds?

Keep a calculator estimate, a buyer offer, a signed agreement and cash received clearly separate. They are different stages, not interchangeable measures of earnings.

Ask the client's accounting and transaction advisers to determine recognition and valuation treatment from the agreement and applicable standards. Do not automatically describe a one-off receipt as recurring revenue or add an unconfirmed estimate to the sale price. This guide does not prescribe accounting treatment.

How should an investment firm assess several portfolio companies?

Each portfolio company should be assessed separately. Each company may use different systems, have distinct agreements or be bound by different privacy obligations. A portfolio relationship should not be treated as blanket permission to transfer records.

Keep each company's scope, evidence and approvals distinct. Avoid combining raw records from several businesses into a shared assessment file.

Which questions need answers before signing?

Who can access the raw records? Who prepares and reviews them? What happens if identifying or confidential information remains? Who handles incidents or claims, and which responsibilities continue afterwards?

Ask separately what happens to the dataset, copies, trained models and derivatives when the licence ends. Do not assume that deleting a file undoes training already completed. Get the terms reviewed before making commitments.

What belongs in a data-rights diligence file?

Keep the signed licences and amendments alongside a plain-language schedule: dataset, counterparties, permitted uses, duration, exclusivity, payment conditions and continuing obligations. Record the approved exclusions and relevant consent or permission evidence identified by counsel. A schedule helps the transaction team find issues; it does not replace the underlying agreements.

Should the client sign a licence during a sale process?

Ask the transaction team before making a new commitment. Explain whether the proposed licence affects records, intellectual property or obligations relevant to the sale. Have counsel check any required approvals, assignment or change-of-control provisions. There is no general rule that a licence either increases the sale price or prevents a transaction.

What should be handed over at completion?

Decide who will manage notices, payments, refreshes and deletion requests after the transaction. Keep the responsible contacts and agreement records available to the authorised team. Do not describe a one-off licensing receipt as recurring revenue or automatically add it to the company's valuation. The client's accounting and transaction advisers should assess the actual arrangements.

What is the next step for a referral partner?

Discuss the opportunity with the client and ask whether they want an introduction to Maryah. Prepare the system list and questions together. Keep confidential files out of the introduction.

For a client considering a company sale, involve their transaction advisers before agreeing to data rights. Your role is to help the client make an informed decision, not to promise a payment or approve legal terms.

This is general information, not legal, accounting or valuation advice. The client's agreements and applicable law determine the appropriate approach.