# The data line in your CIM, data room and LOI

> Where your company records fit in the CIM, the data room and the LOI, what to ask your deal advisor to add, and the three LOI options your lawyer picks from.

By Matt Burns, Vaultfish. Canonical: https://vaultfish.com/partners/deal-advisors/the-data-line-item  
Published: 2026-08-06  
Updated: 2026-10-13

Your deal advisor builds a confidential information memorandum (CIM) and a data room for the sale. This guide shows where your company records fit in each, and in the letter of intent (LOI). Ask your advisor for one line in each. That is the whole job.

## Why a data line at all

Owners rarely think of the archive. A short line in the right places puts it on the table once, in writing, before anyone assumes anything.

> **Buyers of the company rarely price the archive.** Everyone checks the house. A data line is a flashlight for the attic.

A license rents a room, so you keep the house. Say in the documents who gets to rent it, and when.

## Step 1: ask for a data assets section in the CIM

The CIM describes what your company owns. Ask your advisor to add a short section called "Data assets." Half a page is plenty.

- Which systems hold records: Slack, email, CRM, ticketing, code and wiki.
- How many years each one covers.
- About how many people used each system.
- Whether you have licensed, or plan to license, any of it.

Leave any dollar figure out. Any figure from the data check belongs in your own notes, not in the CIM. Our [CIM template](/templates/cim-template) has the section ready for your advisor to fill in.

**The CIM with and without a data line**

|  | Without a data line | With a data line |
|---|---|---|
| The archive is named |  | Yes |
| Rights are stated |  | Yes |
| The buyer knows what comes with the company |  | Yes |
| Zero extra work | Yes |  |
| Pick this when | Your CIM is already signed off. | Your CIM is still being shaped. |

## Step 2: ask for one folder in the data room

Your advisor's due diligence list covers contracts, financials, staff and IT. Ask for one more folder called "Records and AI." Our [data room checklist](/tools/data-room-checklist) has the full list. The short version:

1. **System list** What tools hold records, with admin owners.
2. **Years of history** From first message to today.
3. **Rights** Customer contracts with confidentiality terms, and vendor terms that limit export or AI use.
4. **People** Employee privacy notices and any consent language.
5. **Past licenses** Anything already shared with a lab or a data firm.

Slack's own rules matter here. Salesforce limited bulk export and AI use of data pulled from Slack in its 2025 terms, according to [Hunton](https://www.hunton.com/insights/legal/salesforce-locks-down-slack-data-time-to-review-your-slack-api-terms). Check which kind of Slack access you have.

## Step 3: keep the data apart from company value

Your advisor's valuation tools price the business. The data stays on its own line. Our [EBITDA multiples](/tools/ebitda-multiples-by-industry), [SDE](/tools/sde-calculator) and [seller financing](/tools/seller-financing-calculator) calculators each have an optional data asset line. It never mixes into enterprise value.

Why keep it apart? A license is a stream of its own. It may close before the sale, with a different buyer, on different terms.

_Two bars, two buyers. Keep the bars apart._

If anyone puts a number in front of you, ask for its source. Public deals have run from $10,000 to $100,000 for small shutdowns, per [Gizmodo](https://gizmodo.com/failed-companies-are-selling-old-slack-chats-and-email-archives-to-train-ai-2000747916). That is a range, not a promise.

**$10K to $100K** Per small shutdown, in public deals ([source](https://gizmodo.com/failed-companies-are-selling-old-slack-chats-and-email-archives-to-train-ai-2000747916))

## Step 4: settle who gets the records in the LOI

The LOI is where the data question can bite. There are three plain options. Your lawyer picks one and writes it down.

- **The records stay with you.** You may license them before or after close. The buyer of the company gets a copy for running the business.
- **The records go with the company.** The buyer gets them, and any license rights come along.
- **You license first, with the buyer's consent.** You sign a license before close, and the buyer agrees to it in writing.

Any of the three can work. What matters is choosing on purpose. Our [LOI builder](/templates/letter-of-intent-template) has a data assets clause with all three options to show your lawyer.

## Step 5: run the check before close

Once the folder exists, the check is quick. You answer a few questions about headcount, years and systems, and see a result in about three minutes.

Start with the free [data check](/business). If you want to talk it through first, [send Matt a note](/contact). To see who buys what, read [the buyer comparison](/buyers).

_One crate at a time._

## A one-page version to hand your advisor

Copy this into the notes you share with your advisor.

- Systems and years: ______
- Admin owner: ______
- Contracts that limit sharing: ______
- Employee notices: ______
- Past licenses: ______
- Plan: you keep, buyer gets, or undecided.

## Questions owners ask

### Will a data line in the CIM scare off buyers of my company?

A data line should help. It shows buyers you know what the company owns, and clear rights are easier to buy than vague ones.

### Should the dollar figure for my records go in the CIM?

No. Keep any records value in your own notes, with its source. A figure goes in the CIM only if you and your lawyer agree.

### What if my team uses tools my deal advisor can't read?

List the tools anyway. The free Vaultfish data check asks for the system names, the years and the headcount, not the files.

_Vaultfish helps you run the process. We are not lawyers and this is not legal advice. If you need counsel who knows this area, we can point you to one._