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Client-owned vs agency-owned data

Deliverables, source files and anything the contract calls confidential usually belong to the client. Process records such as timesheets, internal QA notes, your own templates and briefs stripped of client identity are often the agency's. The MSA decides which is which, so read it before you list a single record.

Why does the MSA decide this?

Because an agency's contract normally does two things to the work: it assigns intellectual property in the deliverables to the client, usually on payment, and it binds the agency to keep the client's information confidential. The first takes the finished work off the table. The second can quietly take much of the process with it.

The starting rule is ownership: either the records belong to the agency or it holds a right to license them. Expect a buyer to make you warrant that in the contract, which puts the risk on you.

Which clauses should you read first?

Clauses that decide what an agency can license
ClauseWhat to look forEffect on licensing
IP assignmentDoes it cover "deliverables" only, or "all work product", "materials" or "anything created in performing the services"?Narrow wording leaves process records with you; broad wording can sweep in drafts and internal notes.
Confidential informationIs it defined as named categories, or "all information relating to the client or the project"?A broad definition can catch a de-identified brief. The safest reading is that you need consent.
Pre-existing materialsDoes the agency keep its own tools, templates and methods, often with a license to the client?This is the clause that confirms your SOPs and templates are yours.
Data protectionDo you process the client's customers' personal data on its behalf?That data is the client's to control, and is out of scope for any license you sign.
Use of client nameAny limits on mentioning the client or the work?Matters if a buyer wants metadata that would identify the account.

What usually stays the client's?

  • Final deliverables, source files and drafts the contract counts as work product
  • The client's own brief, brand assets, research and data
  • Personal data of the client's customers or staff
  • Anything defined as the client's confidential information

What is often the agency's?

  • Timesheets, resourcing plans and utilization records
  • Internal QA checklists, bug tickets and sign-off steps, with client detail removed
  • Process documents, SOPs, estimating templates and onboarding guides
  • Revision logs and internal briefs, once nothing identifies the client

Process records with the client's identity removed may well be the agency's, though only the contract can confirm it. Buyers all promise to de-identify; do your own scrub of names and personal details regardless. Scale AI, for one, refuses identities of staff or customers outright.

Once licensed, who holds the records?

Paraphrasing each buyer's page: at micro1, you keep ownership of the underlying records. At Labelbox Prism, the seller stays in control of both data and rights. Nyne: left to the license agreement. Scale AI: no explicit statement; data described as remaining under your governance. Watch exclusivity just as closely. A Labelbox Prism license is exclusive unless negotiated otherwise, shaped to scope and sensitivity, and an exclusive grant shuts the door on licensing those records to anyone else.

Read all of this as background rather than legal advice. Before signing, give counsel the license and your five biggest client MSAs to read together.

Questions on ownership

Is a client brief the client's property?
The document the client sent you usually is, and it is often confidential information under the MSA. Your own internal brief, written from it, may be yours, but only once nothing in it identifies the client or repeats their confidential material.
What if our contract has no IP clause?
Then default law decides, and that varies with whether the work was a "work made for hire" and what the parties did in practice. That is exactly the situation where a lawyer earns the fee. Do not license anything client-derived on a guess.
Can we license work for a client that has since closed?
A closed client's rights do not disappear; they may have passed to a buyer of its assets or a successor. Treat it the same as a live client.
Do timesheets count as client data?
Usually not. Hours by task and role are the agency's operating record. They do carry staff names, which need removing, and task descriptions can name the client, which need rewriting or dropping.
Does the buyer take ownership of what we license?
Not according to their own pages as of 7 Nov 2026. micro1 leaves ownership with the company; Labelbox Prism leaves control with the seller; Nyne defers to the contract. In the end the grant clause decides.
Pages this relies on

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Describe the agency and where its history is kept, in a few lines. Your answers get compared with what each buyer says it requires, and the email back names any that match. No buyer hears of you until you agree.

Keep records, files, samples and client names out of this form. A description of what the agency holds is plenty.

Step 1 of 3

Where is the company based?

Use the main office. Several buyers limit where they buy from, so location matters.

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