Six questions to ask before licensing your firm's records

Licensing a copy of your firm's past records can be a sensible way to get value from work you have already done. But law firms carry special duties to clients, and every agreement deserves a careful read. These six questions will help you have a productive conversation with any buyer, and with your own advisors.

1. Exactly what will be licensed?

Ask the buyer to describe, in writing, which kinds of records it wants: templates and procedures, internal memos, project histories, or something else. The clearer the scope, the easier it is to decide what your firm is comfortable sharing.

2. How is client and personal information removed?

Buyers say they remove personal and sensitive information. Ask how: what is removed, who does it, at what stage, and how it is checked. If your firm will need to prepare or screen records first, ask what that involves.

3. What do our professional duties require?

Lawyers owe clients a duty of confidentiality under their state's rules of professional conduct. We don't give legal advice, so this is a question for your own counsel or ethics advisor. Bring the buyer's draft terms to that conversation.

4. How will the data be used, stored and retained?

Ask what the licensed copy will be used for, where it will be stored, who can access it, and whether and when it will be deleted.

5. What are the payment terms?

Ask how compensation is calculated, when it is paid, and whether anything depends on later milestones. Get the answers in writing before you agree.

6. Can we say no, or stop?

Ask at which points your firm can decline or withdraw, and what happens to any data already shared. A trustworthy process leaves you in control until you sign.

Good questions protect your clients, your firm and the value of your work.

This article is general information, not legal, tax or privacy advice. Buyer requirements change over time; check each buyer's current terms, and consult your own counsel before sharing any records.