AI training data licence agreement
Under this AI training data licence agreement, a person or company agrees to provide a dataset for the purpose of enabling another person or company to train AI models.
Artificial intelligence (AI) deep learning models are trained on large sets of data. Elements of any substantial dataset will usually protected by intellectual property rights, such as copyright and database right. In order lawfully to use such datasets for training AI or machine learning models, a person must obtain a licence from the owner of those rights. The licence may be direct (where the owner of the rights grants the licence) or indirect (where a licensee has been empowered by the owner to grant the licence). The basic purpose of this AI training data licence agreement is to give effect to such a grant.
In addition to the core licensing clause, the training data agreement includes the following key supplemental provisions: (i) a confidentiality clause, requiring the licensee to keep the training data confidential; (ii) an audit clause, allowing the licensor to monitor the licensee's compliance with the terms of the agreement; (iii) provisions covering the payment of charges or fees by the licensee to the licensor; and (iv) warranties, indemnities and limitations of liability relating to the contract and the dataset.
The training data licence agreement does not specifically cover the provision of personal data within a dataset. If the dataset will include personal data, the licensor and licensee may want or (in order to comply with data protection law) need to enter into an ancillary data sharing agreement or data processing agreement.Ask about this document
AI training data licence agreement contents
- Definitions: definitions.
- Term: commencement of term; end of term.
: supply ofLicensorDataLicensordata; grant of licence to useLicensordata for AI system training; sub-licensing of rights to useLicensordata;Licensordata licence prohibitions; security of licensedLicensordata.
- Licence audit: right to audit licences; notice of audit; cooperation in relation to audit; costs of licence audit; limits on audit right.
- No assignment of
Intellectual Property Rights: no assignments of intellectual property rights.
- Charges: obligation to pay charges; amounts inclusive or exclusive of VAT.
- Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
- Licenseeconfidentiality obligations:Licenseeconfidentiality undertaking; disclosure of confidential information byLicenseeto certain persons; exceptions toLicenseeconfidentiality obligations; disclosures ofLicensorconfidential information mandated by law etc;Licenseeto stop using confidential information upon termination;Licenseeconfidentiality obligations after termination.
- Warranties: first party warranty of authority; second party warranty of authority; warranties of Licensordata non-infringement; no warranties in relation toLicensordata; exclusion of implied warranties and representations.
- Licenseeindemnity:LicenseeindemnifiesLicensorupon breach.
- Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; aggregate liability cap upon services contract.
- Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; Licensordata licences on contract termination;Licensordata copies on contract termination.
- Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
- General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
SCHEDULE 1 (DATA LICENCE PARTICULARS)
- Specification of
: specification ofLicensorDataLicensordata prompt.
- Financial provisions: financial provisions prompt.