An AI company offered to buy a client's data mid-sale: what should the advisor do?

The short answer: pause, check the deal documents, then decide

Treat an unsolicited data offer that arrives mid-process as a deal issue first and a revenue idea second. Before anyone replies, deal counsel should read the letter of intent and the NDA, the lead bidder should hear about the approach from the advisor rather than discover it in confirmatory diligence, and any proposed grant should be measured against a structured, time-limited license. Rule out early any perpetual or non-exclusive grant: it survives the closing and shrinks what the acquirer believes it is buying.

A serious data buyer can usually wait until the process reaches a natural checkpoint. A party that presses for a signature this week is telling you something about its terms.

What is the AI company actually asking for?

The words "buy your data" can describe several very different transactions. Read the email or term sheet for the points below before forming a view.

The five-check decision path

Work through the checks in order. Any one of them can end the conversation.

1. Read the LOI. Look at the exclusivity (no-shop) clause and any interim operating covenant. Many letters restrict asset dispositions, material contracts or transactions outside the ordinary course until signing, and a data grant can fall inside that wording. If it might, written consent from the lead bidder is the cleanest route.
2. Read the NDA and data-room rules. Find out whether the inbound party is a bidder or connected to one, and whether anything it knows came from the data room. Process information cannot be reused to price a side deal.
3. Check the company's own promises. Privacy policies, customer contracts and employee notices limit what can be licensed. FTC staff have warned that adopting more permissive data practices, such as using data for AI training, through a quiet retroactive change to terms or a privacy policy may be unfair or deceptive (FTC Office of Technology, February 2024). Where the CCPA applies, a business that sells or shares personal information must give notice at collection and put a written agreement in place limiting use to specified purposes (Cal. Civ. Code 1798.100 et seq.).
4. Decide on disclosure. After an LOI is signed, tell the lead bidder in writing. Before an LOI, agree with the client whether to note the approach in the next process update so every bidder hears the same facts.
5. Compare like with like. Set the inbound offer next to a structured license on ownership, scope, exclusivity, term, rights review and payment before anyone discusses price.

This is general information, not legal, tax or financial advice. Confirm with your own counsel before acting.

Inbound offer vs a structured license

An opening number from one party says little about value. Read how a company's data is valued for the factors that drive price: years of history, connected systems, recorded outcomes and clean rights. If the client is weighing a sale against a recapitalization, the dual-track M&A process guide shows where a license can sit in the timeline, and the buyer list guide explains why AI data buyers belong on a separate list from acquirers.

How to respond to the client and the AI company

Keep every message short and free of commitments.

When the concern is valid: offers that would hurt the sale

Decline or defer the inbound offer if any of these apply:

• It asks for a perpetual, irrevocable or non-exclusive grant.
• The scope is undefined or includes customer and employee personal data.
• It requires samples or exports before an executed agreement.
• Payment is mainly in product credits or depends on future usage.
• It obliges the company to keep delivering after closing.
• The requester is a bidder or connected to one.

If the client still wants a license, two cleaner routes remain. Sign one before the next process, with its term disclosed to bidders, or leave the decision to the acquirer after closing; acquired companies can still qualify while the records exist. The guide on addressing AI risk in a CIM covers how to describe a license or a pending inquiry to bidders.

Where SourceX fits and how the advisor is credited

SourceX runs a structured version of this process for US companies with 50+ full-time employees at peak (contractors excluded), a multi-year operating history on record, clear rights to license what they hold, and an owner, CEO, CFO or other authorized representative willing to sponsor the decision. Advisors make the introduction and share basic fit information; they never export, upload or describe confidential records. The M&A advisor referral overview explains how introductions work alongside a live mandate.

Partners earn 25% of the eligible platform fees SourceX actually collects from the referred company's licensing deals, capped at $100,000 per referred company, payable only after the buyer pays and SourceX receives its fee. No reward is guaranteed, and the reward is a share of SourceX's fee, never deducted from the company's proceeds. Check any rules your firm or licensing body applies to referral fees before you register.

Next step

Once deal counsel agrees the timing, run the company through the company fit checker, a preliminary, non-binding screen. A company that passes can be introduced once you register as a partner; the CEO can also apply at sourcex.si/apply through your referral link, which keeps your credit attached.