Legal considerations before you license company data

Before you license records, a lawyer should confirm three things: that the company has the right to license them, that doing so does not break a promise you made to employees, customers or clients, and that no special rule applies to the type of data or to your situation, such as a bankruptcy. Buyers check some of this, but the responsibility is yours.

1. Do you own the records, or hold them for someone else?

Records your company created for itself (internal email, chat, project files, process documents) are usually company property. Records you hold for clients are different. Nyne asks companies to review “ownership, third-party restrictions and any exclusions” before sharing, and it treats your right to license as part of qualifying.

2. What did you promise employees and customers?

• Employees. Most handbooks say company systems are for business use and are not private. That helps, but check state law and any union or works agreements.
• Customers. Your privacy policy and customer contracts may limit sharing customer information, even in de-identified form. B2B contracts often have confidentiality clauses that cover anything about the customer.
• Vendors and partners. NDAs can cover documents they sent you.

3. Records that need special handling

Record type	Why it matters	Usual approach
Privileged or confidential client files (law firms)	Professional confidentiality and privilege duties	Exclude, or obtain informed client consent
Patient or health records	HIPAA and state health privacy laws	Exclude unless counsel approves a compliant method
Client books and tax files (accounting firms)	Professional and contractual confidentiality	Exclude client files; firm operations data may be fine
Payment card and bank account numbers	Card network rules and financial privacy law	Exclude
Records under legal hold	Litigation preservation duties	Do not alter or license without counsel

4. If the company is in bankruptcy

Once a company files, its assets, including data, belong to the bankruptcy estate. A licence or sale normally needs the trustee or court. US bankruptcy law adds a specific rule for customer data: under 11 U.S.C. § 363(b)(1), if a privacy policy in effect when the case was filed prohibits transferring personal information to unaffiliated parties, that information cannot be sold unless the sale is consistent with the policy, or the court approves it after a hearing and the appointment of a consumer privacy ombudsman under § 332. See company assets and data in bankruptcy.

5. Read the licence itself

• Scope of use: training, evaluation, or both; by whom.
• Exclusivity and term. micro1 does not publish either; Nyne treats them as negotiable.
• Warranties you give about the data, and any indemnity.
• Deletion of raw data and what happens on termination.
• Payment conditions: acceptance criteria and due dates.

Bring this page to your lawyer as a checklist, not as an answer.