My partners or board need to approve. What do they need to see?

They need an inventory of what would leave, a redacted sample of it, the offer’s terms laid out, and a list of what stays out. Your company agreement or bylaws, and sometimes a loan or franchise agreement, decide whose approval counts.

Whose approval does a data license need?

Your company’s own documents decide, and where they say nothing, state law supplies a default. The defaults differ by company type and state, and several turn on whether an act is outside the ordinary course of business. Whether a data license is, for your company, is a question for your company lawyer.

If the company is	The default when its documents are silent	Source
An LLC under the Uniform Law Commission’s model act, which states such as Iowa have enacted	Every member must agree to “an act outside the ordinary course of the activities and affairs of the company”, whether the members or managers run it (§407(b)(4) and (c)(3))	Uniform Limited Liability Company Act (2006) (Last Amended 2013)
A Delaware LLC	Members decide in proportion to their share of profits, “the decision of members owning more than 50 percent” of it controlling (§18-402)	Delaware Code
A Texas LLC	A majority of all governing persons must approve an action “not apparently for carrying out the ordinary course of business” (§101.356(b))	Texas Business Organizations Code
A general partnership, such as one under Delaware’s partnership act	“An act outside the ordinary course of business of a partnership may be undertaken only with the consent of all of the partners.” (§15-401(j))	Delaware Code
A Delaware corporation	The board: the company’s business “shall be managed by or under the direction of a board of directors” (§141(a)), and officers carry the duties the bylaws or a board resolution give them (§142(a)), which can include signing contracts alone	Delaware Code

Each default gives way to what your company agreement, bylaws or shareholders’ agreement says. Look there for a list of major decisions, a supermajority vote, consent rights held by investors or minority owners, and who may sign contracts. Where the model act’s unanimity rule applies, every member counts, including one who owns 5%.

Does anyone outside the company have a say?

Your lender may, and so may a franchisor. Read these before anyone signs:

• An SBA disaster loan. COVID-era Economic Injury Disaster Loans over $25,000 carry a “Blanket lien on business assets” (SBA Inspector General, August 12, 2025). SBA’s security agreement for those loans covers “general intangibles, including payment intangibles and software” and says the borrower “will not sell, lease, license or otherwise transfer” any of the collateral without SBA’s approval (SBA Form 1059, as filed by one borrower in 2020). Whether a data license is a license of that collateral is a question for your lawyer, and then for SBA.
• A bank loan. Look for the same kind of covenant, and for whether the lien covers general intangibles; Is it legal? explains the term.
• A franchise agreement. Writing on its franchising blog in February 2025, the law firm Larkin Hoffman advised franchisors to “prohibit franchisees from using confidential information for the purpose of machine learning”. Read your agreement and operations manual for what counts as the franchisor’s confidential information and who owns customer data.
• Customers, GCs and your cyber insurer each have terms of their own; Is it legal? lists what to look for. A company that is closing or in bankruptcy has a different set of approvers, covered in My company is closing.

Do they decide before a sample goes out, or before signing?

Before each, and possibly again for each delivery. A provider’s process has four points where someone with authority says yes (providers’ wording as of October 2026):

1. Exploring. An application or an inventory shares no records. Avelence’s profile form asks “Can you discuss a partnership for the business?” with the options “Authorized to explore”, “Can introduce an authorized contact”, “Need internal approval” and “Unsure”. Miro Advisory looks for “An owner or executive who can act on the opportunity.” micro1 lists “Internal approval processes and permissions” among what it settles with a company before any participation. Telegraph Lab (affiliated with Data Licensing Report) names “your authority to license them” as one of two things a partnership depends on.
2. Sharing a sample. Frankfurt Kurnit’s October 1, 2026 commentary advises: “Do not share sample data before this review, since a sample itself could be a disclosure.” Building the sample on your own computer and showing it only to your approvers keeps it inside the company.
3. Signing the license.
4. Each delivery. Scale AI asks for “A clear owner who can scope the partnership, approve packages, and keep reviews moving.” Nyne asks for “A clear decision-maker who can scope the partnership, greenlight packages, and keep reviews moving”, naming an owner, CEO or president.

So the approval should say who signs and who approves each later delivery, not only whether to go ahead.

What goes in the decision pack?

What a buyer would receive, on what terms, and what was left out.

Item	What it answers for approvers	How to make it
Inventory	Which systems, years, volumes and record types would go	What is a data inventory?
Redacted sample	What a buyer would read, with names and contact details replaced	What is a data sample?; keep it inside the company
The offer, term by term	Amount and payment trigger, exclusivity, scope, duration, permitted uses, preparation work and conditions	The offer benchmark lays these out
Exclusions list	Which systems, people, customers and folders stay out, and why	Can I leave out certain customers, people or folders?
Approvals map	Which documents were read, and whose consent each one requires	The two sections above
Any competing proposal	Whether the price has been tested	Is that a good offer?

Where a member’s consent is needed, the model act’s default for member-managed LLCs also requires the company to give each member, without being asked, information “material to the proper exercise of the member’s rights and duties” (§410(a)(2)). The act bars a company agreement from unreasonably restricting that duty (§105(c)(8)).

What will they ask, and where is the answer?

Expect questions like these; each has an answer in the pack.

Their question	Where the pack answers it	More detail
What exactly leaves the company?	Inventory and exclusions list	Leaving out records
Could anyone tell it’s us, or our customers?	Redacted sample	What “anonymized” means
Can we license it again, and is it ever returned?	Exclusivity and duration	Selling or licensing?
Will it get in the way if we sell the company?	Assignment, change of control and deletion terms	Licensing, then selling the business
When are we paid, and is it one payment?	Payment amount and trigger	How long until payment?
Who pays if it leaks?	Breach notice, indemnity and insurance terms	Is it legal?

How should the approval be recorded?

In writing, describing what was approved. The model LLC act lets members’ consent be given “without a meeting” (§407(d)), and Delaware lets a board act without a meeting if every director consents in writing or by electronic transmission (§141(f)), unless the charter or bylaws restrict it.

A written consent that can be checked against the signed license names:

• the provider, and the company that signs;
• the scope and the exclusions list, by reference to the inventory;
• the payment, the term and any exclusivity;
• who may sign, and who approves each delivery;
• any condition, such as a lender’s consent or counsel’s review of the final draft.

File it with the license; the record to keep lists the rest.

What do I do next?

1. Read the documents: the company agreement or bylaws, any shareholders’ agreement, the loan and security agreements (including an SBA disaster loan) and any franchise agreement.
2. List who must agree, and at which of the four points above.
3. Build the inventory and a redacted sample on your own computer with the sample tool.
4. Lay the offer out in the offer benchmark, and get a second proposal for the same records if you can.
5. Write the exclusions list.
6. Take the pack to your company lawyer, then to the approvers, and record the decision in writing.

If the business is spread across several companies, approvals run company by company; several companies or brands covers that.