“Coffee’s for closers only.”

– Glengarry Glen Ross


Companies commonly “sell” software and data in two very different ways. First and most commonly, they offer the right to use the software, data, or other digital goods – a license or “subscription.” Note that by offer, we include cases where the software is “given away” for $0, e.g., freeware or “open source” models.

Less commonly, organizations may sell the “full” ownership of software or data, either as assets or by selling the equity of the owning company. In either case, most “sales” involve a number of common risks for Sellers related to ownership, warranty, IP infringement, information security, or taxation. Generally, Sellers are individuals or organizations who:

  • Offer “commercial” pre-written computer software such as Microsoft Windows or Oracle Database
  • Offer “open source” pre-written computer software such as the Linux kernel or Kubernetes
  • Offer physical goods that include firmware or software such as cars, TVs, or “smart home” devices
  • Offer cloud services or host web applications like Google Apps or Salesforce
  • Offer data sources, APIs, or digital goods like Wikipedia, ArcGIS, or ThemeForest
  • Raise capital for a company developing or owning software or data, either through debt or equity
  • Sell or transfer the assets or equity of a company developing or owning software or data

For example, you or your organization may be a:


A company whose offerings include data, software, or “hardware”


  • Venture capital (VC) firm
  • Private equity (PE) firm
  • Bank that invests in or lends to a technology company


A “technology company” or its shareholder who are disposing of the equity or assets

The simple version!

Sellers license or dispose of software and data or offer physical goods that embed software or data. Given current trends in economic and business models, this means that almost every company is either a Seller today or wants to be in the future.



Sellers will ideally steer clear of issues before they become a problem; avoiding and identifying risks, however, requires a holistic approach to building and acquiring IP in the first place, which is where our solutions for Builders come into play.


Given that many Sellers are already in the market offering products that are no longer under active development, our general recommendation is to focus on assessment, diligence, and monitoring to ensure that no licensee, purchaser, or taxing authority is the first to find an issue.


If and when issues are identified, our team can help mitigate the impact and put in place robust training and compliance programs to reduce the likelihood they occur again.


We will work with your company to create a solution based on your needs. Below is a sample of popular pre-M&A assessments, with downloadable information sheets:

Let us know how we can help.

Whether you’re looking for more information about one of our products or need to talk about custom services, don’t be afraid to ask.