How to present AI and data assets in a CIM

Why should AI and data get their own CIM section?#

AI and data deserve their own CIM section because buyers will test every claim about them in diligence, and scattered phrases are hard to defend. A line in the business overview about proprietary data, another in the technology section about AI-powered workflows and a third in the growth plan about data monetization invite three separate rounds of questions.

A single section lets the operating partner and the banker control the framing. It states what the company holds, what it may do with it, what it already does and what has been tested in the market, in that order, and it gives the buyer's diligence team a clear map to the supporting documents.

A section template for the CIM#

The section template below has six parts. Keep each part short, factual and tied to evidence; the detail belongs in the data room, not in the memorandum.

Where a part does not apply, say so in one line rather than dropping it. A buyer who sees no mention of past data deals will ask anyway, and a plain statement that none exist answers the question before it is raised.

How to describe the records inventory in buyer language#

The records inventory should be described with nouns a diligence team can verify: system names, record families, years of accessible history and how records connect. A sentence such as the company holds service tickets in its helpdesk linked to engineering issues and releases across several years is more persuasive than any adjective.

Public metadata standards offer a useful structure. The Data & Trust Alliance's Data Provenance Standards group dataset metadata into Source, Provenance and Use, and the Use group covers items such as confidentiality classification, consent documentation location, license to use and intended data use. Organizing the inventory along similar lines makes it easier for a buyer to compare it with its own checklist.

What not to claim in a CIM#

The claims to leave out are the ones diligence cannot confirm or that create exposure in the purchase agreement. Statements in a CIM shape what the buyer later asks the seller to represent, so an overstatement can turn into a warranty problem after closing.

• 1A dollar value or range for the company's data, unless it comes from a signed agreement.
• 2Buyer interest, pipelines or letters of intent that are not signed.
• 3Calling records proprietary when customers own the content or contracts restrict use.
• 4AI-ready or AI-native language without evidence of systems, history and rights.
• 5Recurring licensing revenue when past deals were one-time payments.
• 6Exclusivity the company could not grant, or has already granted to someone else.
• 7Names of AI developers who licensed data, unless the license allows disclosure.

How to describe current AI use without overstating it#

Current AI use should be described as a register of tools, not a strategy statement. For each tool, name what it does, which teams use it, which records it touches and what the vendor's terms say about using company inputs to train or improve its models. A buyer's technology diligence will ask for exactly that list.

Be specific about scale and maturity in words, not in invented metrics. A pilot in one branch is a pilot, and a quoting assistant that drafts proposals for estimator review is not an autonomous system. Note any AI tool that received customer or employee personal data, because a buyer will want to know what left the company through it.

How to summarize past data deals accurately#

Past data deals should be summarized with the terms a buyer's counsel and quality of earnings team will check: what was licensed, for how long, whether exclusive, how payment was structured and what obligations continue. Present the facts plainly and let the buyer draw conclusions about value.

Continuing obligations matter most at a sale. Deletion or return duties, audit rights, restrictions on licensing the same records to others, and assignment or change-of-control clauses all travel with the company. If a license needs consent to survive the transaction, say so in the CIM and plan the consent request early.

Illustrative: a contract manufacturer's CIM section#

Illustrative: a fictional sponsor is selling a precision contract manufacturer that runs an ERP, an MES on the shop floor and a QMS holding nonconformance reports and corrective actions. The company has used an AI tool for quote drafting and once licensed a de-identified set of quality records under a non-exclusive license.

The CIM section lists the record families and years in each system, notes that customer-owned drawings and export-controlled jobs are excluded, describes the quoting tool and its vendor's data terms, and summarizes the license as non-exclusive, one-time, with deletion obligations on the licensee and no change-of-control consent required. Each line points to a folder in the data room. Buyers ask fewer follow-up questions because the answers are already filed.

How SourceX documentation supports the section#

SourceX documentation can serve as data room evidence for the rights and past-deals subsections. Every package completed through the SourceX five-step transaction, Supply, Rights, Preparation, Approval and Delivery, carries a SourceX Evidence Packet recording provenance, licensing rights, permitted use, the privacy record and release authorization.

For companies that have not licensed data, a fit check or a review under the SourceX Enterprise Data Value Framework gives qualitative ratings on drivers such as uniqueness, recency, rights and privacy burden. Those ratings describe the records; they are not a price and should not be presented as one.