I worked with a client who nearly signed away something they hadn’t planned to give up.
It wasn’t obvious in the deal. It sat inside a “standard” data-use clause no one questioned.
The business team was focused on timelines and deliverables. The vendor’s data-use language felt standard at first glance.
And it would have defined their ability to innovate going forward.
Buried in the agreement was a clause that gave the vendor broad rights to:
- Use all data processed through the platform
- Create derivative data
- Commercialize insights generated from that data
To the business, it felt harmless.
It was just how vendors write contracts.
But when we stepped back and looked at the client’s long-term roadmap, the issue became clear.
They were planning to build analytics and AI capabilities that depended on that same data.
If they signed the agreement as-is, the vendor would control the very foundation of those future capabilities.
That changed the question entirely.
It was no longer about whether the clause was standard. It was about whether it supported the company they were trying to become.
Once that connection was clear, the negotiation became more focused.
The goal wasn’t to rewrite the entire deal, it was to realign the data rights with the business strategy.
The client ultimately retained:
→ Ownership of their data.
→ Rights to create derivative works.
→ The ability to use the data for future products, models, and insights.
→ Clear boundaries on what the vendor could and could not do.
That single change unlocked their ability to:
- Build new analytics products.
- Train internal models.
- Expand into adjacent markets.
- Monetize insights that would have otherwise belonged to the vendor.
One clause.
A very different future.
Where this shows up more often than expected
Data use rights are often treated as background terms in a contract.
They’re reviewed, but not always connected back to where the business is heading.
And that’s where the disconnect happens.
Because the same data that flows through a vendor today often becomes the input for tomorrow’s products and capabilities.
The shift to make this week
Before accepting any data-related clause, pause on one question:
Does this align with what we plan to build next?
Because innovation doesn’t just happen in the product roadmap.
It’s shaped in the contracts that define who can use, build on, and benefit from your data.
Need a second set of eyes on a vendor agreement before you sign? Learn more about our Fractional General Counsel services.
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