# Retained archive after a divestiture: who decides | SourceX

Canonical: https://refer.sourcex.si/guides/the-retained-archive-after-a-business-divestiture
Last updated: 2026-11-04

Holding an archive is not the same as being free to license it. After a divestiture, the seller's copy of the sold unit's records is usually kept for listed purposes, such as tax support or defending claims, and SourceX's own guide on retained copies says a copy kept for those reasons usually cannot be licensed, even after de-identification. So a broker first learns which grant the seller holds. Records of the business the seller kept are its CEO's to discuss; the sold unit's records are the buyer's CEO's.

The situation is common enough to recognize. A company sells a division, a product line or a regional business, and months later its back office still runs a server, a shared drive or an old ticketing tenant full of that unit's history. The people who know the archive best often stayed with the seller. That makes the seller look like the natural company to introduce. Often it is not.

## Original, copy, access or license: what did the seller keep?

SourceX's guide on asset-purchase records separates four things a records schedule can grant, and the distinction decides everything that follows:

1. **The original.** The holder of record controls the system the records live in. In an asset deal, the buyer usually takes the originals of the business it bought.
2. **A retained copy.** The other side keeps a copy for listed purposes, ideally with access limits and an end date. The guide describes it as usually a custody grant with a narrow use right, not a second ownership interest.
3. **Post-closing access.** A right to ask the holder for records later, without keeping a copy.
4. **A right to use or license.** Permission to use the information for a new purpose, such as AI training or licensing. The guide says this has to be negotiated before signing and stated expressly.

Real agreements show why retained copies exist. One asset purchase agreement filed on the SEC's EDGAR system in 2024, as summarized in a search excerpt, lets each seller keep copies of financial records and of what it needs to continue its existence and satisfy excluded liabilities, with tax returns listed among the excluded assets. Another, filed in 2017, lets the seller keep copies of shared records, with access for both sides for seven years. The first ties the copies to the seller's continued existence and its excluded liabilities; neither excerpt mentions a right to license what was copied.

## Whose CEO can say yes once the unit is gone

Authority follows the records, and the records follow the deal documents.

**For the business the seller kept**, the seller's CEO decides, as for any company. Its own procedures, procurement history or service records for retained product lines are its originals.

**For the sold unit**, the buyer's CEO decides from closing. SourceX's screening page puts it plainly: once a company is acquired, the acquirer's CEO decides for it, not the former board. That holds even when the unit's history still sits on the seller's servers during a transition period.

**Before closing**, the seller's CEO decides for the whole business, inside whatever the signed purchase agreement allows. A broker who hears licensing ideas between signing and closing sends them to the seller's counsel first, not to SourceX.

Where custody and authority sit in different companies, the [custodian-first approach to archives](/guides/an-archive-introduction-should-start-with-the-current-custodian) explains how to trace the copy to whoever instructs its holder.

## The retained-assets authority map

Each row is a kind of material a seller commonly still holds after a divestiture. Fill one row per record set and system, with the date you checked.

| Retained material | What the seller holds | Whose CEO decides | First question for the seller's CEO | Map status |
|---|---|---|---|---|
| Records of the business the seller kept | Originals of its own operations | The seller's CEO | Which systems and years belong only to the retained business? | Open |
| Tax, payroll and retained-liability files that mention the sold unit | Originals kept for the seller's own duties | The seller's CEO, though these are mostly financial and personal records | Is any of this operating history rather than payroll and tax files? | Rarely a fit |
| A copy of the sold unit's tickets, job files or case notes, kept for tax support, warranties or claims | A copy granted for listed purposes | The buyer's CEO, for the records themselves; the copy usually carries no license right | What purposes does the copy clause list, and when does it end? | Route to the buyer |
| Records in a shared system that served both businesses | The seller's own part, plus a copy or excerpt of the unit's part | Each CEO, for its own part only | Was the system split, and who holds which part now? | Split first |
| Copies nobody listed: mailboxes, laptops, exports, backups | No grant at all | Nobody, until counsel decides | Does the agreement require segregation or destruction? | Stop |
| Records for which the agreement expressly kept a right to use or license information | An express use or license right | The seller's CEO, subject to SourceX's rights review and what customers were told | Which clause grants it, and does it cover licensing for AI training? | Open, with the clause |

**How to read it.** Only rows 1 and 6 can lead to an introduction of the seller. Row 3, the classic retained archive, usually leads to the buyer instead: the buyer owns the records, and its CEO may want the conversation. Row 2 rarely helps, because payroll and tax files are dominated by personal and financial data, and SourceX's screening guidance treats personal consumer data and data a company does not control as poor fits. Row 5 stops the map until counsel names an owner and an end state, which SourceX's guide says every unlisted copy needs.

**Method note.** The rows come from the four grants in SourceX's guide on retained copies, checked 2026-10-27, combined with the screening rules on SourceX's who-qualifies page. The map measures who can authorize a conversation and what blocks it. It does not measure demand for the records, their quality or any payout, and it reaches no conclusion about what a particular purchase agreement says.

## What the sale process taught you stays with the sale

A broker or advisor who ran the divestiture knows the disclosure schedules, the records schedule and which folders nobody could classify. That knowledge came under confidentiality and belongs to the deal. Use it to ask good questions, never as content.

| From the transaction | What may go into a referral |
|---|---|
| The records schedule and copy clauses | Nothing quoted; ask the seller's CEO which grant applies to each record set |
| Data-room lists of systems and volumes | The record sets the authorizing CEO agrees to describe, at metadata level |
| Privacy notices and customer contract terms | Nothing; SourceX's rights review and the company's counsel read them |
| The list of unclassified folders and backups | Nothing, and no introduction for those rows |
| Your view of the archive's value | Nothing; no estimate |

SourceX's process asks the supplier itself to confirm that it has the rights to license the data, that personal data was collected lawfully, that the data has not been licensed for AI training before and that it was not created or altered with AI for the sale. A seller holding only a retained copy will usually struggle with the first of those, which is a reason to settle the grant before anyone applies.

## A divested distributor's archive, row by row (Illustrative)

Illustrative. A generic company and invented facts; no outcome is implied.

A 300-person industrial distributor sold its field-service division to a services group. The distributor kept its parts distribution business and, under the purchase agreement, a read-only copy of the division's eleven years of service tickets for tax support and warranty claims it retained. Its own procurement and returns records for the parts business never moved. A shared CRM was split by account type at closing. Mailbox exports of transferred staff still sit on a file server.

Working with the distributor's CEO, the broker who ran the sale fills the map:

- **Procurement and returns records, 2009 onward:** row 1, open. These are the distributor's own originals, and its CEO wants the conversation.
- **Service tickets copy:** row 3, route to the buyer. The copy clause lists tax and warranty purposes only. The tickets belong to the services group, whose CEO is reached through the division's general manager, now employed there.
- **The split CRM:** row 4. The distributor's own accounts sit with row 1; the division's accounts went to the buyer.
- **Mailbox exports:** row 5, stop, flagged to the distributor's counsel.

Two separate decisions follow. The distributor's CEO approves an introduction for the procurement and returns records. The services group's CEO hears about the tickets through the general manager and decides separately; if that CEO says yes, that is a different company, with a different introduction.

## Introducing without disturbing the separation

A divestiture leaves two companies busy untangling systems. Keep the referral out of that work.

1. **One route per row.** The seller's CEO for rows 1 and 6; the buyer's CEO, through someone that CEO listens to, for row 3; nobody for row 5.
2. **No requests during the cutover.** Ask about the archive once a transition milestone has passed, not in the week systems are being moved.
3. **A limits note per introduction.** Date; the CEO who agreed; the rows covered; the grant each row rests on; what was left out and why.
4. **Credit and caps.** After closing the seller and the buyer's group are different companies with separate caps, and the first valid introduction of each within the 90-day window is credited when that company submits a verified application. Section 3 of the terms means a company SourceX already knew is not credited; how earlier contact with the other side of the deal bears on credit is SourceX's call in duplicate review.

The company being introduced still has to fit: 50 or more full-time employees at peak (contractors excluded), documented operating history, rights to license its records and a CEO who wants the conversation. Companies in the U.S., Canada and the EU qualify, as do companies in the UK, Australia, New Zealand, India, Singapore, South Africa, Latin America, the UAE and Saudi Arabia when at least 70% of the data is in English.

Related situations have their own pages: [when a divestiture splits records from decision-makers](/guides/when-a-divestiture-splits-the-data-and-the-decision-makers), [who owns records after an asset sale](/questions/who-owns-business-records-after-an-asset-sale), the [divestiture checklist](/resources/divestiture-checklist), and, where the sale carries an earn-out, [the earn-out escalation sheet](/guides/when-an-earn-out-creates-sensitive-referral-questions).

## How the authority map can misread an archive

- **Agreements are not uniform.** The filed examples above show copy clauses for the seller's own obligations; another deal may say something else. Counsel reads the actual agreement.
- **De-identification is not a license.** SourceX's guide says removing personal details reduces privacy exposure but does not create a right to license.
- **Privacy promises travel.** The same guide says the promises made when information was collected follow both the originals and any copy.
- **Stock deals differ.** If the unit was sold as a company rather than as assets, its records generally stay inside it; the [asset versus stock comparison](/compare/asset-sale-vs-stock-sale-data-ownership) explains why the map then has fewer rows.
- **Demand is unknown.** Even an open row says nothing about whether SourceX's current programs want those records. That is decided in review.

## 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 a row on the map rests on originals or an express license right and its CEO wants the conversation, [open a partner account](/register), test that company against the [fit criteria](/who-qualifies) and note how the [terms](/terms) treat credit for each side of the deal. Advisors who work on carve-outs can also start from the [divestiture advisors page](/for/divestiture-advisors-referral-program) or browse [guides](/guides).

## Sources

- https://sourcex.si/insights/asset-purchase-retained-data-copies
- https://www.sec.gov/Archives/edgar/data/925528/000110465924069302/tm2416658d1_ex10-1.htm
- https://www.sec.gov/Archives/edgar/data/47307/000143774917010615/ex2-1.htm
- https://refer.sourcex.si/who-qualifies
- https://refer.sourcex.si/terms
- https://sourcex.si/how-it-works