Employee and client consent for licensing company data

Internal email and chat are what AI data buyers value most, and they are written by your staff and full of your clients. This guide covers what to check on both sides and gives starting wording for a notice to staff. It builds on the overview of licensing company data and the employee and client sections of Is it safe?. We are not a law firm and this is not legal advice; employment and professional rules vary by state and profession.

Whose consent are we talking about?

Three groups have a stake in the same records:

Group	What they have in the data	What usually decides the question
The company	Owns the accounts and systems	Ownership and authority to sign; see the legal and privacy checklist
Staff, current and former	Wrote most of it, including some personal messages	Handbook, acceptable-use policy, notices given, state law
Clients and outside parties	Their information and, in shared channels, their own messages	Contracts, professional rules, who controls the messages

What should your handbook and acceptable-use policy say?

Pull the current handbook, the acceptable-use or IT policy, and the signed acknowledgments. Look for:

• Ownership. A statement that company systems and the messages on them belong to the company.
• Access and use. Whether the company may access, review, retain and disclose messages, and for what purposes. A policy written around security and investigations may not obviously cover licensing a copy to a third party.
• Privacy expectations. Whether staff were told they have no expectation of privacy in work accounts.
• Personal use. If the policy allows reasonable personal use, personal content is in the data. That is a strong reason to keep direct messages out.
• Dates. When each version took effect, and whether data from before that date is in scope.

If the policy is silent or narrow, do not quietly rewrite it and rely on the new version for old data. Give staff a clear notice instead, and ask counsel whether the policy also needs updating.

Do electronic-monitoring notice laws apply?

If you have staff in New York, check your notices under Civil Rights Law § 52-c. It requires employers that monitor or intercept employee telephone, email or internet use to give written notice on hiring, have it acknowledged in writing or electronically, and post the notice where affected staff can readily see it. The attorney general enforces it with civil penalties (New York State Senate).

The law is written for monitoring, and whether exporting stored messages for a license counts is a question for counsel. Either way, the notice you gave is part of what staff were told, so read it before deciding scope. Ask counsel about the other states where your staff work.

Which channels, mailboxes and folders should stay out?

HR, medical and compensation material is spread across tools, so search for it by function, not by channel name alone:

Look for	Where it tends to sit	How to keep it out
HR, employee relations, investigations	Private channels, HR mailboxes, shared drives	Exclude each channel, mailbox or drive by name and ID
Payroll, compensation, equity	Finance channels, spreadsheets, payroll tools	Keep the payroll system unconnected; exclude finance folders
Medical, leave, benefits, accommodations	Benefits mailboxes, manager messages, HR tickets	Exclude benefits mailboxes and HR ticket queues
Recruiting and candidates	Hiring channels, applicant tracking system, careers mailbox	Keep the ATS unconnected; see recruiting firms
Leadership and board	Executive channels, board folders	Exclude by channel and folder
Legal	Legal channels, threads with outside counsel	Exclude; see law firms on privilege

Write each item into the agreement as a named exclusion. The preparation guide covers how to tag and verify them.

What do Slack and Teams direct messages mean?

Direct messages are where people write what they would not post in a channel: health, family, complaints about colleagues, job searches. The tools also treat them differently from channels.

On Slack, exporting private channels and direct messages is not available on the Free and Pro plans. On Business+, Workspace Owners can apply for a self-serve export tool that Slack offers for legal and regulatory compliance, and the application needs the Primary Owner’s approval; on Enterprise, Org Owners contact Slack Support (Slack). Including direct messages is a deliberate step by your most senior admin, not a default.

Our view:

• Exclude direct and group messages by default, in Slack and in Teams one-to-one and group chats.
• If a buyer asks for them, include them only after staff have had notice and a chance to flag conversations, and only with the buyer’s de-identification applied before anyone reads them.
• Ask exactly which conversation types a connector reads. A connector linked to your workspace may reach more than the export you would have chosen. Mercor, for example, connects to Slack and Microsoft Teams (Mercor).

When should you tell staff, and what should the notice say?

Tell staff after scope is agreed and before any connection, export or sample. Earlier invites questions you cannot answer yet; later defeats the purpose. Give a named contact and a window to flag channels or threads for exclusion, and act on what comes back.

Former staff are in the history too and are hard to reach. Their messages rely on the same exclusions and de-identification, which is one more reason to keep scope narrow.

Here is wording to start from. It is a draft for your lawyer to adapt, not a finished notice.

Subject: Licensing a copy of some company records for AI training

[Company] plans to license a copy of some company records to [Buyer], which uses them to train and evaluate AI systems. We keep the originals, and nothing changes in how you use our tools.

What is included: [systems, channels and date range].

What is excluded: direct and group messages; HR, payroll, benefits, medical and compensation channels and mailboxes; customer personal information; client-confidential work; [other exclusions].

How it is protected: [Buyer] removes names and other identifiers before the data is used. No method is perfect, which is why the most sensitive categories are excluded entirely. [Confirm against the signed agreement: use is limited to AI training and evaluation, and copies are deleted by a set date.]

What you can do: if anything in scope contains something personal or sensitive, tell [contact] by [date] and we will review it for exclusion. You do not need to say why.

Questions: [contact]. This notice is given under our [acceptable-use policy].

What do your client contracts and professional rules allow?

Client information is usually not yours to license, and several programs we track say so themselves. Polyshares says data a company holds for its own clients is out of scope (Polyshares). Endless Data says privileged matter content and client books are never licensed (Endless Data). Korra works only with records the business owns (Korra), and AIData.Broker excludes clients’ legal and tax files (AIData.Broker).

Your contracts may be stricter than any buyer. For your largest clients, read:

• NDAs for language limiting use to the purpose of the relationship, which rules out a secondary use.
• Engagement letters and MSAs for confidentiality, ownership of deliverables and any limit on aggregated or anonymized use.
• Data processing agreements that limit processing to providing your services; see software companies.
• Professional rules. Lawyers have Rule 1.6 and privilege; see law firms. Accountants have IRC § 7216 and their own confidentiality rule; see accounting firms.

How should Slack Connect and other shared channels be handled?

A shared channel holds another organization’s records next to yours. Slack says content from outside members is retained or deleted under their own organization’s settings, only the organization a message came from can edit or delete it, and an export by your side includes messages from members outside your organization with their display names (Slack). You would be licensing their words, which you cannot edit, delete or agree to on their behalf.

Exclude Slack Connect and Teams shared channels by default. Where you can filter email by domain, treat threads with clients the same way.

When is it worth asking a client for consent?

Asking makes sense when a few clients account for most of your history and the relationship can carry the question. Make the request in writing and make it specific: systems and date range, the buyer or type of buyer, the use, how identifiers are removed, the deletion date, and whether the buyer may license the data on. Ask for a signed yes and do not treat silence as agreement. For law firms the bar is informed consent under Rule 1.6, which takes more than a form email. If a client declines, exclude their work at the system level and record the decision.

When scope and consents are settled, the value check shows which programs fit what is left, and the tracker lists each buyer’s published terms.