Wind-down engagement letter language for records and data assets

When should you use this language?

Use it when you are drafting or amending an engagement letter for a wind-down, dissolution or liquidation advisory role, and the client still holds years of operational records in live systems. Records are easy to lose in a closure: licenses lapse, administrators leave, and cloud accounts get cancelled to save cost.

The clauses below are general information, not legal, tax or financial advice. They are adaptable language for discussion, not a finished contract. Have your own counsel review anything before you send it, and confirm with your professional body whether and how referral relationships may be disclosed or compensated in your role.

What belongs in the scope section?

Separate three jobs so the client knows who is responsible for what.

The advisor's role is to make the introduction and keep records alive until the client decides. You do not export, upload or describe confidential records for SourceX.

Template 1: records preservation clause

Template 2: records inventory clause

Template 3: optional data licensing review clause

Template 4: referral disclosure clause

A clear, close disclosure matters. The FTC's Endorsement Guides cover disclosing a material connection between someone who recommends a product and the company that pays them. They are written for advertising, not engagement letters, but the principle of telling people plainly about a paid connection carries over as good practice. Professional rules for lawyers, accountants and others can be stricter and vary by state. Check your own.

How do you personalize it?

Pair the letter with the board resolution to wind down so the board has authorized preservation as well. If a formal sale or a bankruptcy filing is possible, read the notes on whether a data license needs shareholder approval and the subchapter V data assets guide. Where an estate has a trustee, the overlooked intangible assets guide shows what a trustee looks at.

Follow-up timing

1. Send the letter before system cancellations are scheduled, not after.
2. Check Schedule A at each month-end of the wind-down.
3. Raise the optional licensing review once the inventory is done.
4. Revisit the disclosure whenever the scope changes.

The first-month referral plan for wind-down advisors lays out a working sequence.

What never goes in the letter

• Any actual confidential records, customer names or data samples.
• Promises that a license will happen, or that the client will be paid a set amount.
• Reward amounts. Describe the arrangement in words and refer to the published terms.
• Statements that the client qualifies. Fit is determined by SourceX after the client's inventory.

How rewards work

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 becomes payable only after the buyer pays and SourceX receives its fee; an introduction, meeting or signed agreement alone does not trigger payment, and no reward is guaranteed. See the program terms for the current conditions.

Will every wind-down client qualify?

No. The company must be a US business with 50+ full-time employees at peak (contractors excluded), several years of documented operations, rights to license the data and an authorized sponsor. Run the company fit checker for a preliminary screen before adding the optional clause.

Next step

Add the optional clause to your next engagement draft, send it to counsel, then register as a partner. A client's authorized sponsor can also apply at sourcex.si/apply.