Board Paper: Deciding Whether to Explore an Operational Data Licence

The most common error in a first paper is to ask the board to approve a licence. At this stage no one can responsibly do that, because the material has not been reviewed, the buyer is unknown and no terms exist. The decision to request is narrower and more honest: permission to explore, within defined limits, with the commitment to return to the board before anything is shared or signed.

• Decision requested: authority to complete a high-level eligibility enquiry and to commission the advice needed to assess feasibility.
• Not requested: authority to disclose any record, negotiate terms or sign any agreement.
• Return point: any proposal to share material or enter an agreement returns to the board with advice attached.

A concise paper, of two to four pages plus appendices, is better than a long one. Use this structure.

Recommending the middle option is usually defensible for a first paper. It buys information at low cost without foreclosing either alternative.

A board that sets its limits before it is in a negotiation is less likely to drift past them. Common red lines include:

• No disclosure of any record before title, contract and data protection review is complete.
• No licence of material containing personal data unless a lawful basis and transparency position have been confirmed in writing.
• No acceptance of upfront fees, no sharing of system credentials and no uncontrolled transfer of files.
• No agreement that places uncapped liability on the organisation.
• No exclusivity without separate board approval.

Before sharing anything, an organisation should expect clear written answers to questions such as:

1. Who is the contracting entity, where is it registered, and who ultimately benefits from the material?
2. For what specific purposes would the material be used, and what would be prohibited?
3. Who would have access, within and outside your organisation, and under what controls?
4. Where would the material be stored and processed, including by service providers?
5. How is material de-identified, by whom, and how is the result tested?
6. What happens to the material, and to anything derived from it, if the agreement ends?
7. What security standards apply, and how are breaches handled and notified?
8. Will you allow us to review a representative sample, or the results of any preparation, before use?
9. What audit and verification rights would we have?
10. How are referral or intermediary arrangements, if any, disclosed to us?

The last question applies to us too. Our own position is set out on our disclosure page: a participating buyer may pay us a referral fee if an introduction leads to a qualifying commercial relationship, and we never charge the organisations that enquire.

1. Board approves the limited exploration.
2. The organisation inventories its records and reviews contracts and personal data, with advice.
3. An authorised representative makes a high-level enquiry, such as our assessment.
4. Where a buyer's published criteria appear to be met, the organisation applies through the buyer's own channel.
5. The buyer evaluates and decides. Timing is set by the buyer, and acceptance is never guaranteed.
6. Any proposal to share material or sign an agreement returns to the board.

We make no promise about how long any stage will take, because most of the timetable is not in our control.