# Investor exit data custody: hold nothing | SourceX

Canonical: https://refer.sourcex.si/guides/how-to-avoid-becoming-the-data-custodian-during-an-exit
Last updated: 2026-11-05

Hold nothing. During a sale, a wind-down or a founder's exit, records drift toward whoever looks trusted and neutral, and a fund often looks like both. Every copy, login, export or sample offered to you belongs back with the party that holds the records now, and every decision about them belongs to the company's CEO, or to the acquirer's CEO once a sale closes. A referral needs a dated note describing the records at metadata level and a CEO who wants the conversation, nothing more.

For a VC portfolio operations lead the requests rarely arrive as formal asks. They come as favors: a CFO offering the data room archive "for your files", a departing CTO who wants the old ticketing export somewhere safe, a founder who would rather the fund kept a copy than the buyer. Each is well meant, and each would turn a referral partner into a record keeper. The broader portfolio side of the program is on the [venture platform teams page](/for/venture-platform-teams).

## Why records drift toward the fund during an exit

Exits scatter the people and systems that used to hold history in one place. Administrators leave, contracts end, and copies multiply at the exact moment nobody is sure who is in charge.

- **Closing produces snapshots.** Data room providers offer archives for the post-close period: Datasite, for example, says its Archive product keeps a searchable record of a deal's project activity for later review, audits and controlled access by stakeholders. Someone ends up holding that snapshot, and the fund is an easy someone.
- **Wind-downs produce orphans.** A server, a backup drive or a cloud account outlives the team that ran it.
- **Buyers and sellers distrust each other.** Before closing, neither side wants the other holding its history, and the fund looks like a neutral shelf.
- **The fund already knows things.** Board materials taught the platform team where the records sit, which makes the fund the first call when someone needs them found.

None of that makes the fund the right holder. NIST's glossary defines an information owner as an "official with statutory or operational authority for specified information and responsibility for establishing the controls for its generation, collection, processing, dissemination, and disposal." A fund partner has none of that authority over a portfolio company's records. Holding a copy would hand the fund the duties without the authority: securing it, answering for any personal data in it, deleting it on time and explaining to the next owner why it was there. The difference between [owner, custodian and steward](/compare/data-owner-vs-data-custodian) is set out separately; this page is about not volunteering for the middle role.

The referral gains nothing from custody either. SourceX's qualification asks a company a few questions and takes no files, and no records are shared at that stage. Records move only after the company signs, through the processing routes its own agreement sets.

## Locate the archive and today's decision-maker without touching either

Two facts, both dated, are all a referral needs: where the records sit and who decides.

**Where they sit.** Ask the company's system owner for a list of locations, not contents: the live systems, backups, any data room archive, exports made for the deal, copies held by advisers. A location list is metadata. A login to check it is custody.

**Who decides.** The company's CEO until closing. From closing, the acquirer's CEO decides for the acquired company, and SourceX's screening guidance says so in as many words. In an assignment for the benefit of creditors, a receivership or a bankruptcy, the CEO alone may not be enough; [the authority each process gives](/compare/receiver-vs-assignee-vs-trustee-authority) is compared elsewhere. A former board seat gives the fund a relationship, not a vote on what happens to the records.

## The no-custody referral workflow

Seven steps. The third column is the point: after every step, the fund still holds no records.

| Step | What you do | What you hold afterwards | If someone offers more |
|---|---|---|---|
| 1. List the copies | Ask the system owner where the records live, including any deal archive | A list of locations | Decline any access offered to "check" |
| 2. Name each holder | Write who holds each copy and who instructs them | Names and roles | Decline being added as a user or co-holder |
| 3. Name the decider | The CEO, the acquirer's CEO after closing, or a controller in a formal process | One name and a date | Decline to decide anything yourself |
| 4. Write the dated note | Record families, years, systems, rough volume, administrator | One page of metadata | Decline attachments and samples |
| 5. Ask through the relationship owner | The person the CEO listens to asks whether a conversation is wanted | The CEO's answer and its date | Decline to send anything until there is a yes |
| 6. Let the company apply | Share your partner link; the company submits its own application | Your dated introduction | Decline to forward exports to SourceX on the company's behalf |
| 7. Close your file | Keep the note, the introduction and correspondence | The referral record only | Decline any "copy for your records" |

Column four is where the workflow gets tested, usually by someone trying to help, so have the declining lines ready.

| The offer | Why it would make you a custodian | Where it belongs instead | A line you can use |
|---|---|---|---|
| "Keep a copy of the data room archive" | You would hold a full snapshot of the company | With the company or its deal counsel | "Please keep it with counsel; I only need to know it exists." |
| "Here's a login so you can see what's there" | Access is custody, whatever you open | With the system owner | "Don't add me. Tell me which years and record types it holds." |
| "Can you store the old server until the buyer decides?" | Physical possession, plus deletion duties later | With the wind-down lead, counsel or the acquirer | "Counsel can arrange storage the company controls." |
| "I'll send a sample so SourceX can take a look" | You would be moving records before anyone agreed | Nowhere, until the CEO says yes and the company signs | "SourceX starts with questions, not files." |
| "Forward this export to SourceX for us" | You would be the transfer channel | The company's own application | "Apply through the link; SourceX works with you directly." |
| "You've seen the board packs, just use those" | You would be repurposing confidential material | Under the terms it arrived with | "That stays where it is. I'll ask the CEO instead." |

**Method note.** The workflow applies the program terms (version 2026-10-22.2, since replaced by version 2026-11-04), SourceX's screening guidance on who decides after an acquisition and in formal processes, SourceX's description of qualification without files, NIST's definition of an information owner and Datasite's description of post-close archives, all checked 2026-10-27. The steps and lines are ours. The workflow does not assess whether any company's records are wanted or licensable; SourceX does that in review.

## Where custody lands on an exit timeline

The pressure to hold something peaks at different moments. Keep custody, control and the introduction in separate columns.

| Phase | Who holds the copies | Who decides | The request the fund hears | Introduction decision |
|---|---|---|---|---|
| Sale process and diligence | Company IT; the data room provider | The company's CEO | "Can you check what's in the data room?" | Only if the CEO raises licensing; otherwise note it for later |
| Signed, not closed | The same; the buyer sees only what diligence allows | The company's CEO | "The buyer wants history; send what you have" | No new asks; record the expected closing date |
| Closing | A data room snapshot; the acquirer's IT begins taking over | The acquirer's CEO | "Keep a copy of the archive, just in case" | Re-ask only through a live path to the acquirer's CEO |
| Integration | The acquirer's IT; old systems running down | The acquirer's CEO | "You know where the old files are; can you pull them?" | Point to the integration lead; never retrieve |
| Wind-down instead of sale | The wind-down lead or counsel | The CEO, or the estate's controller in a formal process | "Store the server for us" | Counsel first; the controller decides |

Preservation duties sit above every row. If a dispute is in view or a hold applies, counsel decides what must be kept and by whom, and a fund volunteering to keep a copy "to preserve it" only adds a new holder to the hold. The [custodian-first archive guide](/guides/an-archive-introduction-should-start-with-the-current-custodian) covers how to talk to whoever holds a copy; the [sale guide](/guides/what-happens-to-a-fund-s-referral-when-the-company-is-sold) covers what a closing does to a referral already in flight.

## When to send the note, and when to walk away

- **Introduce** when the holder of each copy is known, the decider has been stable long enough for the company to apply, and the CEO wants the conversation.
- **Wait** while ownership is moving. Section 2 of the terms reads: "The 90-day window does not extend because contact protection under the agreement continues." An introduction made in the week of signing can run out of window before anyone is free to apply.
- **Stop** the moment anyone makes the fund holding, viewing or moving records a condition of the conversation. The answer is no, and the conversation can still happen later on the right footing.

Timing is not a reason to bend. If the records are deleted because nobody else would hold them, that was the holder's decision to make. For when licensing fits an exit plan at all, see the [exit planning timeline](/guides/exit-planning-timeline) and [data licensing after exit](/questions/data-licensing-after-exit).

## Three exits, three offers declined (Illustrative)

Illustrative. Generic companies, invented facts, no outcome implied.

**A sale.** The CFO of a 230-person logistics software company, two days before closing, offers the platform lead an encrypted drive of the data room "for safekeeping". The lead declines and suggests deal counsel keep it. Thirty days after closing, the former board member asks the acquirer's CEO whether a conversation would be useful. He says not this year, and the row is closed with that date.

**A wind-down.** The founder of a 160-person events-services company, winding down outside any court process, asks the fund to store the server holding nine years of bookings and supplier records until "someone figures out what to do with it". The lead declines and points to the company's counsel, who arranges storage the company controls. The founder is still CEO; she decides a month later that she would like to hear from SourceX, and the introduction goes through the fund's link with a one-page note and no attachments.

**An integration.** An acquirer's integration lead asks the fund's former board observer for "the ticket exports and roadmap you got as a board member". The observer declines: those materials arrived under the company's confidentiality terms and are not the fund's to pass on. He offers instead to ask the acquirer's CEO, who now decides, whether a licensing conversation interests him.

## Where the no-custody rule costs something

- **Records can be lost.** Declining custody sometimes means nobody keeps a copy. That outcome belongs to the holder and the decider; the fund's restraint does not cause it.
- **Existing copies are a separate question.** Board materials and any diligence downloads the fund already holds follow the confidentiality terms they arrived under and your own counsel's advice. The workflow governs new custody.
- **Formal processes change the decider.** Under a trustee, receiver or assignee, the CEO alone may not be enough, and the controller's counsel sets the rules.
- **Rights and demand stay unknown.** Whether the records are licensable or wanted is decided in SourceX's review, which may decline them.
- **Relationship cost.** Turning down a founder's favor during a hard exit can sting. No data on how founders react has been published, so record each case and its outcome.

## Next step

> **Refer a company. No cap on rewards.** Default reward on a company's first qualifying transaction: the greater of $50,000 plus 5% and 15% of Actual Supplier Payout, with no cap; further qualifying transactions first agreed within 12 months of the first Closing pay 15%. Eligibility and payment conditions apply, including the USD 100,000 Minimum Transaction, and a signed Schedule A or addendum can differ. A lead, meeting or signature alone does not trigger payment.

When the copies have named holders, the decider is settled and the CEO wants to talk, [register as a partner](/register), recheck the company against [who qualifies](/who-qualifies) and read the [program terms](/terms), then send the note with nothing attached.

Keeping records out of the fund's hands is a referral question; whether SourceX itself merits a fund's capital is a different one, and the [SourceX investor overview](https://sourcex.si/investors) is where to request materials for that review.

This article is for information only and is not an offer to sell or a solicitation of an offer to buy securities. Any offering by SourceX is made only to verified accredited investors through its offering documents.

## Sources

- https://refer.sourcex.si/terms
- https://refer.sourcex.si/who-qualifies
- https://csrc.nist.gov/glossary/term/information_owner
- https://www.datasite.com/en/products/archive
- https://sourcex.si/how-it-works
- https://sourcex.si/investors