Data licensing agreement: what it covers, plus a plain template.

Short answer: a data licensing agreement lets a buyer use defined parts of a company’s operating record for a defined term, for a fee. It names the parties, the scope, permitted use, exclusivity, term, payment, privacy, what stays out (drawings the project owner still owns, client records), warranties, and termination. The company keeps its files.

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Not legal advice. This page and the template are general information, not legal advice. Have your own counsel review any agreement before you sign it.

Download the plain template (.txt)

What is a data licensing agreement?

It is a license, not a sale of the business. The buyer licenses defined material from the company that produced it, for a defined term. There is no equity and no debt. The company keeps the business, the files, and the right to keep using them.

What does a data licensing agreement cover?

Parties

The company that produced and owns the record (the licensor) and the buyer (the licensee). The person who signs for the company should have authority to do so.

Scope

Exactly which parts of the operating record are licensed: for example email and team chat, shared drives, estimates and job files, field photos, shop drawings and CAD files the company produced, and the books. The company approves the scope before anything moves.

Permitted use

What the buyer may and may not do with the licensed material. Spell out any limits on sharing it onward.

Exclusivity

Whether the license is exclusive or non-exclusive, and for what material and period. This is a point to agree on with the buyer and your counsel.

Term

How long the license runs. The license is for a defined term.

Fees and payment

The fee, and when it is paid. The buyer pays the company once the data is approved, shared, and anonymized, often net 30 to 60. The company pays nothing to Latopis; Latopis is paid by the buyer only if a license closes.

Confidentiality and privacy

Names, emails, phone numbers, and account numbers are removed before a buyer sees the record. Nothing about the company is made public.

IP and ownership carve-outs

Only what the company owns is licensed. Drawings the project owner still owns, and records the company holds for its clients as their agent, are excluded.

Warranties

What each side promises: for example, that the company owns or has the right to license the included material, and that the buyer will use it only as permitted.

Termination

How and when either side can end the agreement, and what happens to the licensed material afterward.

What does a plain template look like?

Parties. [Company legal name] (Licensor) and [Buyer legal name] (Licensee). Signatory and title.
Definitions. “Licensed Data”, “Operating Record”, “Excluded Material”, “Personal Information”.
Scope. List of systems and date ranges included, as approved by the Licensor.
License grant and permitted use. What the Licensee may do; what it may not do.
Exclusivity. [Exclusive / non-exclusive], for [material] and [period].
Term. Start date and length of the license.
Fees and payment. Fee of [amount], payable [net 30 / net 60] after the data is approved, shared, and anonymized.
Confidentiality and privacy. Personal information removed before delivery; no publicity without consent.
Ownership and carve-outs. Licensor keeps ownership and the right to keep using its files. Drawings the project owner still owns and records held for clients as their agent are excluded.
Warranties. Licensor has the right to license the included material; Licensee uses it only as permitted.
Termination. Grounds, notice, and handling of licensed data after termination.
General. Governing law, notices, entire agreement, signatures.

Bring this outline to your counsel. For what buyers look for and how to prepare, read how to license your operating record.

Questions owners ask

Is a data licensing agreement a sale of the company?

No. It is a license to defined operating data for a defined term. No equity, no debt. The company keeps its files and the right to keep using them.

What is excluded from the license?

Drawings the project owner still owns, and records the company holds for its clients as their agent.

When is the company paid?

The buyer pays the company once the data is approved, shared, and anonymized, often net 30 to 60.

Is personal information included?

No. Names, emails, phone numbers, and account numbers are removed before a buyer sees the record.

Does the company pay Latopis anything?

No. There is no fee and no commission from the company. Latopis is paid by the buyer only if a license closes.

Can we use the template as is?

No. It is a plain outline and general information, not legal advice. Have your own counsel review any agreement before you sign.

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