Deal structure

Selling on an earnout? How data license income fits

If part of your sale price depends on future performance, any other money coming into the business needs careful handling. Data license payments arrive in different shapes depending on the buyer.

Here is what to understand before both deals are in motion.

AI Data Offers research deskChecked against our methodology Updated October 28, 2026 2 min read 7 sources

Will data income count toward the earnout?

That is decided by your purchase agreement, not by the data buyer. Earnout targets are usually defined on revenue or EBITDA. Whether license income counts, or is carved out, should be written down before closing.

How large it can be next to an earnout

Buyers advertise $100K to $2M for most trading companies, while BizBuySell's closed Q2 2026 deals worked out to roughly $850K apiece on our numbers. Next to a sale of that size, a license is not small change.

Buyers test eligibility at the moment you license. Floors usually sit at 20 to 30 staff and only a few use peak headcount, so post-deal cuts during an earnout could leave you under the line.

Questions to put to any data buyer

Is this a license of a copy, or a sale of the records outright?
Is it exclusive, and for how long? Can I license the same data elsewhere later?
Which systems and date ranges are in scope, and can I leave folders or whole tools out?
Who removes names and personal details, how, and do I approve a sample before anything leaves?
When does payment arrive, and does the clock start at signing or at your acceptance of the delivery?
Do I pay anything, and does anyone in the chain take a cut?
How long do you keep the copy, and what happens to it if you are acquired?

FAQ

Questions, answered

Single payment or installments?

You will see both. Confirm each buyer's model and put the payment schedule in the contract.

How quickly does a deal move?

Expect an offer in anything from several days to a fortnight. Money tends to arrive three to six weeks after you sign, occasionally longer, and a few buyers wait until they have accepted the delivered data.

What could a license pay?

For a business that is still trading, most buyers publish bands of roughly $100K to $2M. Treat those as marketing claims. They are no price for you. Only a written offer from a buyer whose criteria you meet tells you what your data is worth.

Can layoffs after closing affect eligibility?

They can. Ask each buyer how it counts staff before integration cuts begin.

Does license income count toward my earnout?

Only if your purchase agreement says so. Agree the treatment in writing before closing.

What about tax on license money received while selling?

That is a CPA question. Take along the payment timetable and whether the business or you personally receives the funds.

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