Article

An M&A firm wants to buy you: what a records licence pays

By TrustPast

Updated November 4, 2026

The letter came on heavy paper, or the call came from a polite stranger. An M&A firm has noticed your company and would like to talk about a sale. Before you take that meeting, it helps to know there is a second way to get paid for what you built, one where you keep the company. This page sets the two side by side: what a sale involves, what licensing your records to micro1 pays instead, and why the answer does not have to be one or the other.

It is general information, not legal, tax or financial advice. The decision is yours, made with your own lawyer and accountant. Our job here is to help you walk into both conversations with the right questions.

Two offers that are not the same kind of thing

A sale and a licence are different deals. They buy different things.

A sale of the company moves the business to a new owner. Cornell’s Legal Information Institute defines an asset purchase agreement as “a contract under which a seller transfers to a buyer a portion or all of the assets of an entity.” It defines a stock purchase agreement as “a contract under which a seller transfers stock of a corporation to a buyer.” Either way, someone else ends up owning the business, or the parts of it they bought.

A records licence moves nothing of the kind. micro1’s data partnerships page opens its process with one sentence: “We license data generated through your company’s everyday operations.” Its answer to who owns the data is one line: “Companies retain ownership of their underlying data.”

Cornell’s definition of a licence fits that shape. A licence is “permission granted by a qualified authority permitting a licensee to do something that would otherwise be prohibited.” On intellectual property, it adds that owners “maintain ownership over their IP while profiting from a licensee’s use of their IP.”

So the honest comparison is not price against price. A sale pays for the company. A licence pays for permission to use a copy of the records. You keep the trucks, the crews, the customers and the name. Our page on whether it is a licence or a sale of your records goes clause by clause through the licence wording.

Which of the two did the letter actually offer?

See your estimate

Who is actually calling

Not every M&A firm is a buyer. Some want to buy your company. Others want to be hired to sell it.

US securities law has a definition for the second kind. An “M&A broker” is a broker “engaged in the business of effecting securities transactions solely in connection with the transfer of ownership of an eligible privately held company, regardless of whether the broker acts on behalf of a seller or buyer,” among other conditions. The same statute takes away that broker’s registration exemption if it “represents both the buyer and the seller in the same transaction without providing clear written disclosure as to the parties the broker represents and obtaining written consent from both parties to the joint representation.”

That gives you the first question for the meeting. Are you buying the company, or asking to represent me? And if you represent anyone else in this deal, who?

An SEC staff letter from 2014 described what an intermediary can do for a seller. The staff withdrew that letter in March 2023, after Congress wrote the exemption for M&A brokers into the statute above. We quote it only for how it described the work. It said an intermediary “may assist a seller with, among other things, advice about potential buyers, valuation issues, due diligence, structuring concerns and various business-related issues.” It added that intermediaries can benefit sellers “by exposing their businesses to a wider range of potential purchasers than the seller itself might be able to identify.” That is real work, and for an owner who wants out, it can be worth paying for.

What a sale involves

A sale is a series of documents, each one negotiated. The SBA’s guide for buyers lists the paperwork an attorney and an accountant typically help create and evaluate:

Letter of intent
Confidentiality agreement
Contracts and leases
Financial statements
Tax returns
Sales agreement
Purchase price adjustment

The 2014 SEC staff letter put it the same way from the other side. The terms are “typically subject to negotiation between the seller and buyer, and memorialized in a series of transaction-related agreements that may involve legal counsel, accountants, commercial bankers, and other business consultants for either or both of the parties.”

Then there is due diligence. Cornell defines it as “the level of reasonable care or attention expected to avoid liability, especially in legal and financial matters,” and says it “commonly involves reviewing financial records and other relevant documentation” before a business acquisition. The SBA tells buyers: “Don’t be afraid to ask questions about contracts, leases, existing cash flow, and inventory.”

Price comes from valuation. The SBA’s advice to sellers: “Use business valuation to set a monetary value before marketing to prospective buyers.” It names three common methods: the income approach, the market approach and the assets approach. It also says to value intangible assets “like brand presence, intellectual property, customer information, and projection of future revenue.”

The sale agreement carries obligations past closing. Both Cornell definitions list post-closing obligations: “such as a non-compete clause” in the asset version, and “such as a non-compete or non-solicitation clause” in the stock version. Our reading: an owner who sells may be agreeing not to compete in the trade they know best.

How long does all that take? No government page we read puts a number on it, and we won’t guess. Ask the firm for its own timeline in writing, from first meeting to closing.

What a sale costs

The SBA’s checklist for the sales agreement includes this line: “Note all adjustments, broker fees, and any other aspects relevant to the terms of agreement.” Fees are part of the deal, so they belong in writing.

How are intermediaries paid? The 2014 SEC letter summarised an earlier staff letter about one business broker. In that case the broker’s compensation “would be a fixed fee, hourly fee, a commission, or a combination thereof, based upon the consideration received by the seller.” Firms differ. The engagement letter is where yours is set.

Then there is tax. The IRS puts it plainly: “The sale of a business usually is not a sale of one asset.” A sale for a lump sum “is considered a sale of each individual asset rather than of a single asset,” and both sides must use the residual method to allocate the price. That method decides “how much of the consideration is for goodwill and certain other intangible property.” This is a job for your accountant, not for us.

Questions worth asking before you sign an engagement letter, as our own advice:

What is the fee, and on what is it calculated?
Is any fee due if no sale closes?
How long does the engagement run, and how do I end it?
Who else are you representing in this deal?

What micro1 publishes on a records licence

micro1 is a company that pays to license company records to train AI models. Its terms are on its own pages, and we quote them as published.

The money. As we read its pages on 4 November 2026, the header of its data partnerships page reads “We’re paying out $100k-3M+ for the data your business already generates” (indicative, not an offer). The same page lists three tiers, $100K-500K, $500K-3M and $3M+, and its payment step says payments typically range “from $100K to over $3M” (indicative, not an offer). Its referral page lists company compensation of “$100K-$3M+ for approved data packages” (indicative, not an offer).

What moves it. micro1 says compensation “is determined based on the characteristics and value of the data being contributed.” Its payout page adds: “Final payout is determined based on data sources, volume, quality, access terms, and due diligence.” Our page on what decides the price takes each factor in turn.

Who qualifies. micro1 is “looking for established companies with 30+ full-time employees, mature business operations, and substantial historical operational data.” Its referral page lists “30+ employees”, “US and Western markets” and “English” as requirements.

The steps. micro1 publishes four: discovery and pricing, contracting, delivery and acceptance, payment. Its referral page says qualified companies “are invited to connect with a Data Partnership Manager to discuss their data, licensing terms, and next steps.” Then “the company moves through contracting, data transfer, and data approval.”

The timing. On the total, micro1 is plain: “There is no guaranteed timeframe between application and partnership completion.” On payment it is precise. “Once your company transfers its data, micro1 has 30 days to review and approve it.” After approval, the company submits an invoice, and “payment will be made within 30 days of invoicing.”

The fees. micro1 pays us, TrustPast, a referral fee when a company that applied through our link completes a deal. You pay us nothing. micro1’s pages describe no charge to the company.

Our page on how the data partnership works walks through each step in more detail.

What a licence pays for, and what it doesn’t

A licence doesn’t pay for your goodwill, your crews or your customer relationships. It pays for permission to use a copy of the record of how your company did its work.

That is why the core of it is so specific. micro1 says, “We are looking for data that reflects how work is actually performed within an organization.” Its October announcement says it “uses de-identified company data.” Its privacy section says “Personal and identifying information is removed or transformed before your data is shared with third parties.”

The records are de-identified before use. Customer names and payments are never what is wanted. What is wanted is how the work was done: how an estimate became a job, how a change order was settled, how a repair was diagnosed.

Our cornerstone page on what data buyers actually want from a trade business walks through that split, trade by trade. Our page on how de-identification works explains how names come out and the steps stay in.

What you keep is the bigger part. The originals stay with you. Your estimators keep pricing from them. Your company keeps running, under your name. Our page on whether you keep ownership of your data covers retention and deletion.

Licence first, sale later: the question to ask

Nothing on micro1’s pages says a company that licenses its records can’t be sold later. But a licence doesn’t disappear when a buyer arrives.

Here is why. A buyer’s due diligence reviews the company’s documents. The SBA lists “contracts and leases” among them. Cornell says a stock purchase agreement commonly includes the seller’s representations about “the legal and financial information and the obligations of the company.” Our reading: a records licence is a contract, and its obligations would be on that list.

So the question is not whether a licence blocks a sale. It is how a licence would show up in one. Bring these to your own lawyer, as our own advice:

Would a buyer of the company see the licence as a plus, a neutral, or a term to negotiate?
What does the licence say about a change of owner?
Is the licence exclusive, and how long does it run? micro1 says raw data is deleted on an agreed schedule; ask what the licence term itself is.
If the sale is of assets, which assets does the licence touch?
If it is a sale of stock, what must the company disclose about it?

Our page on licence or sale lists “change of owner” among the clauses to settle before signing. It belongs there for exactly this reason.

The other order works too, with its own question. The SBA says a sales agreement should “determine how the business will be run prior to close.” Our reading: if you are already deep in a sale, those terms may limit what you can sign before closing, so ask your lawyer before you apply.

Sale first, licence later

For tax, the IRS says a business sale is usually a sale of its assets: “The sale of a business usually is not a sale of one asset. Instead, all the assets of the business are sold.” Our reading: a sale of stock moves the company itself, and with it its files; in a sale of assets, the sale papers decide which records go. After either kind of sale, who can license the records is a question for the new owner and the sale papers.

The SBA tells sellers: “Don’t leave out any assets and liabilities, or this can create problems even after the sale has been finalized.” Its sales agreement checklist also covers “the level of access the buyer will have to your information.” Records are part of what changes hands, and the agreement is where that is written down.

That doesn’t make a sale the wrong choice. It means the order matters. Ask your adviser what the records are worth to you on each path before you pick one.

What this means for a mechanical contractor

Take a mechanical contractor with 60 people and twenty years of records. This picture is ours, not a case micro1 publishes. An M&A firm writes. The owner is not sure about selling, but wants to know what the business is worth either way.

What it keeps. Estimates and quotes for every bid, won and lost, with the revisions and the notes on why the number moved. Job files and work orders for every service call: the complaint, the readings, the parts, the return visits. Change orders with the email threads where each one was argued out. Commissioning checklists. The safety manual. The onboarding binder the senior tech wrote.

What a sale would look at. Revenue, margins, contracts, leases, the service agreements, the people. The SBA’s three valuation approaches look at income, comparable sales and assets. The records are part of that, but a buyer pays for the whole company.

What a licence would look at. A de-identified copy of the estimating and service records. The steps from a rooftop unit tripping to a failed fan motor bearing. The walk from a first estimate to a signed job to a change order when the ductwork didn’t match the drawings. No customer names. No payment records.

What the owner asks. Of the M&A firm: who do you represent, and what is your fee? Of micro1: is the licence exclusive, how long does it run, and what happens if the company is sold? Of the lawyer: how would one sit beside the other?

Our estimate gives a range for the licence in five questions. It is our range, not an offer.

What the two paths ask of you

Put plainly, in our own summary of the sources above:

A sale asks for the company itself. It runs on a letter of intent, due diligence, a sales agreement and, often, a broker’s fee. After closing, you may be bound by a non-compete.
A licence asks for permission to use a copy of records. micro1’s published steps are discovery and pricing, contracting, delivery and acceptance, and payment. You keep the company and the records.
Both need your lawyer to read the agreement before you sign. Both need your accountant for the tax.

One is not a cheaper version of the other. A licence can pay for the records while you decide about the company. It can’t replace a sale for an owner who wants to stop working. Which one are you actually weighing?

What is never included

micro1 doesn’t publish a fixed exclusion list. It says it protects “sensitive information through data anonymization and secure handling.” Its protection answer says “Personally identifiable information (PII) is removed when relevant.” Asked whether a company must anonymise its data first, it answers: “No, micro1 has processes for de-identifying and transforming sensitive information.”

As our own advice, keep these out of any records licence unless micro1 agrees otherwise in writing:

Customer names, addresses and phone numbers.
Payments: card slips, bank details, deposits, finance paperwork.
Payroll, HR files and anything on an employee’s health.
Anything you hold for a client under contract, such as drawings or specs the client owns.
Documents from any sale talks: the letter of intent, the confidentiality agreement, the valuation.

The last one matters on this page. A confidentiality agreement with a buyer may cover what you share in sale talks. Keep those files out of scope. Our page on what is never included shows where those records tend to hide. Our How it’s safe page gives the short version of the protections.

Where we fit

We, TrustPast, explain how a records licence works and show a range with our estimate. We don’t sell companies, value them or advise on a sale. You apply to micro1 yourself. micro1 pays us a referral fee, and you pay us nothing. We are not a party to your agreement, and we never hold your records.

If an M&A firm is at the door, take the meeting. Just know what your records are worth on their own before you do.

TrustPast

Questions and answers

Is licensing our records to micro1 the same as selling the company?

No. micro1’s data partnerships page says “We license data generated through your company’s everyday operations” and “Companies retain ownership of their underlying data.” A sale of the company transfers its assets or its stock to a buyer. With a licence, you keep the company, the records and the right to run it.

What does micro1 pay for a records licence?

Its data partnerships page header reads “We’re paying out $100k-3M+”, its tiers are $100K-500K, $500K-3M and $3M+, and its payment step says payments typically range “from $100K to over $3M” (indicative, not an offer), as we read the page on 4 November 2026. micro1 sets each figure after its own review. Our estimate shows a band, not an offer.

Can we license our records and still sell the company later?

Nothing on micro1’s pages rules it out. A buyer’s due diligence usually reviews the company’s contracts, though, and a records licence is a contract. Ask your own lawyer how a licence would show up in a later sale, and what the licence should say about a change of owner, before you sign either.

How long does each one take?

micro1 publishes its steps, not a total: “There is no guaranteed timeframe between application and partnership completion.” Once data is transferred, it has 30 days to review and approve it, and pays within 30 days of invoicing. A sale has its own documents and negotiations. Ask any firm for its own timeline in writing.

Does micro1 want our customer list or payment records?

No. micro1 says it looks for “data that reflects how work is actually performed within an organization,” and that personal and identifying information “is removed or transformed before your data is shared with third parties.” What is wanted is how the work was done.

Should we take the M&A offer or the licence?

That is your decision, made with your own lawyer, accountant and, if you want one, a business valuation expert. This page is general information, not legal, tax or financial advice. It sets out what each path involves so you can ask better questions.