What should you compare in final-round purchase agreement markups?
Compare markups on a single issues list, not by reading each redline top to bottom. For every bidder, record the same short set of provisions: price mechanics, indemnity and escrow, IP and data representations, interim operating covenants and closing conditions. The last three decide whether a seller can still license operational records before closing.
This page gives an issues-list format for a sell-side advisor or a seller's deal counsel. It assumes second-round bids arrive with a markup of the seller's draft agreement, when the process letter asks for one. Adapt the rows to your own deal.
Why add a data row to the issues list?
Many companies with 50+ full-time employees at peak hold years of email, ticketing, CRM, finance and engineering records. Those records can be licensed to AI labs and data buyers for a one-time payment, and the company keeps ownership. A buyer's markup can quietly restrict that option.
Three clauses do the damage. An interim covenant that bars "any license of intellectual property or data outside the ordinary course" can stop a pre-close license. A broad IP representation can pull licensed-out records into a breach claim. A closing condition requiring "no new third-party encumbrances" can turn a signed license into a closing risk. The seller should see these before choosing a bidder, not after signing.
The issues-list checklist
Build one row per provision and one column per bidder. Use these groups.
Economics and risk allocation
- Headline price, debt-like items and the working capital peg, as marked up by each bidder
- Escrow or holdback size, release date and what it secures
- Indemnity cap, basket and survival period, plus any special indemnities added
- Whether representation and warranty insurance is assumed, and who pays for it
IP and data provisions
- Definition of "Company Intellectual Property" and whether it sweeps in data, records and archives
- Scope of the IP and data representations: knowledge-qualified or flat, and any new privacy or data-rights reps
- Any rep that the company "has not licensed or disclosed" data or source material to third parties
- Treatment of customer and third-party data the company holds but does not own
- Whether the bidder expects records, exports and archives to transfer intact at closing
Interim covenants and closing
- Restrictions on licensing, disclosing or granting rights in company records between signing and closing
- Consent rights over new contracts above a threshold, and whether a data license would trip them
- Closing conditions tied to IP, data or third-party consents
- Termination rights and the outside date
How to read the results
| What the markup shows | What it means for a pre-close data license | Next action |
|---|---|---|
| Interim covenant silent on data or licensing | The company has room to license in the ordinary course | Confirm with counsel that a license counts as ordinary course |
| Covenant bars IP licenses without buyer consent | A license needs the bidder's written consent | Ask for a carve-out or a consent process with a deadline |
| IP rep covers "all data and records" flat | Licensed-out records could create breach exposure | Narrow to knowledge, or schedule the license |
| Closing condition on "no encumbrances" | A signed license might be argued to be an encumbrance | Define permitted licenses in the agreement |
| Bidder wants records delivered intact | Exports must be preserved and complete at closing | Agree an archive and handover plan early |
Two bidders at the same price are rarely equal once this table is filled. The one that leaves the seller room to license, or accepts a scheduled license, is worth more than the headline suggests.
How the licensing path works alongside a sale
If the seller wants to explore a license, the sequence is separate from the purchase agreement and does not need the bidders to know about it until the seller chooses.
- The advisor or seller registers as a partner and shares the referral link, or submits the company through the referral form.
- SourceX qualifies the company on size, history, data breadth and rights.
- The company completes a data inventory listing its systems, years of history and what can be exported.
- SourceX and the company agree one all-in price and terms before buyers review.
- If a deal closes, data is delivered only after an executed agreement and the company's authorization, under redaction rules agreed in advance.
The advisor never handles, exports or describes confidential records. Whether the license should happen before signing, be scheduled in the agreement, or wait until after closing is a decision for the seller, its deal counsel and the chosen buyer.
What to say to a seller before round two
For the wider seller conversation, see the guide for M&A advisors and the notes on where AI data buyers fit in a buyer list. Teams testing bidder claims about their own AI assets can pair this list with the AI washing due diligence guide. Corporate buyers' perspective is covered on the corporate development referral page.
How rewards work for an advisor
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. The reward is paid only after the buyer pays and SourceX receives its fee; a lead, meeting or signed agreement alone does not trigger payment, and no reward is guaranteed. It is a share of SourceX's fee and is never deducted from what the company receives. Securities-licensed advisors and lawyers should check their own firm and regulator rules on referral fees and disclosure before registering; read the program terms first.
When not to raise it
- The company has fewer than 50 full-time employees at peak (contractors excluded).
- The records mostly belong to the company's clients and no consent exists.
- A court, trustee or assignee controls the assets and has not been involved.
- The data is already licensed for AI training.
- Nobody can export the records.
The company fit checker gives a preliminary, non-binding screen, and who qualifies lists the full baseline.
Next step
Add the data row to your next issues list, then register as a partner to introduce a seller whose records may qualify.