What to watch out for when selling your firm’s data

Offers to sell a firm’s records to AI developers are now common. Most come with good intent. Some leave out the parts that matter, such as how long a deal takes, who is paid and what the buyer may do with the records afterward. The points below are easy to spot and easy to answer.

None of them proves bad faith on its own. Each one is a reason to slow down, ask a question and get the answer in writing. A reputable intermediary will not mind.

General information, not legal advice. Your counsel should review any agreement before you sign.

Price and pressure

A price quoted before anyone has seen your records. Nobody can value a dataset they have not reviewed. Ask what the number rests on. A real estimate comes after a review of your systems, your history and your contracts.

A deadline that forces a quick decision. Real deals take weeks to set up and 60 to 90 days or more to pay. A buyer window that closes this Friday is a sales tactic. Ask for the deadline in writing and ask why.

Payment promised immediately. Buyers review the data, counsel reads the terms and finance schedules the payout. Ask for the payment schedule and the acceptance terms, and plan on 60 to 90 days or more.

Who gets paid and who is buying

No written fee, or a fee from both sides. You should know what the intermediary earns before you share anything. Ask for a fee in an engagement letter. If the buyer pays too, ask for it to be disclosed and credited against your fee.

A request to sign the buyer’s agreement directly while the intermediary takes a cut you cannot see. Ask how the intermediary is paid. If the buyer’s paper has a side arrangement, you should know the amount.

Vague or unnamed buyers. “A leading AI lab” tells you nothing. Ask how many buyers will see your listing and how they are vetted, and ask for names after an NDA.

What you hand over, and when

A request for full exports or raw files before an NDA. Share a description of your systems and record types first. Let a signed NDA and a clear scope come before any file moves.

A claim that de-identification is automatic. Software helps, and people still have to check. Ask who reviews the output, what they look for and how errors are fixed. Client names, addresses and staff details hide in odd places.

A request for drawings or CAD as part of project files. These can be included only with the building owner’s consent and a full clean-up. Ask what the process is, and leave them out if the consent is not there.

Data that leaves the US with no say from you. Ask where the data is stored and who can touch it. You should be able to require that it stays in the US.

License terms

Perpetual or worldwide exclusivity. This stops you from using your own records with anyone else forever. Ask for a limit in time, in record type and in buyer category, and ask for a separate price.

Unlimited resale or sublicense rights. If the buyer can pass your records to others, you lose track of them. Ask for use limited to training, or for a share of any resale, and ask who the next parties can be.

No deletion clause. Without one, copies can stay in the buyer’s systems indefinitely. Ask for deletion or return of the data at the end of the term, and a written confirmation.

What to do when you see one

Write down the point, send your question by email and wait for the reply. Compare it with what the same person said on the phone. If the answer changes, or never comes, that tells you most of what you need to know.

You can also pause. No firm has to decide this quarter. Records you hold today will still be worth reviewing next month, and your counsel can read the paper in the meantime.

What a good process looks like

Use this as a checklist. A sound process has each item in writing:

• ☐ A named legal entity, a physical address and references from firms that closed.
• ☐ A fee in an engagement letter, nothing upfront, and any buyer payment disclosed and credited.
• ☐ Several vetted buyers in a competitive process.
• ☐ An NDA before any file leaves your systems.
• ☐ Named people who de-identify the records, with a review step.
• ☐ Storage in the US and a deletion date.
• ☐ Limited use, a fixed term and exclusivity that is narrow and priced.
• ☐ Drawings and models only with the owner’s consent and a full clean-up.
• ☐ A payment schedule that is realistic about 60 to 90 days or more.
• ☐ Your counsel reviews the license, and you can walk away.

Archeon represents AEC firms in licensing their records, with a disclosed success fee and nothing upfront. The firm keeps ownership.